SCHEDULE 13G/A: FMR LLC and Abigail P. Johnson Disclose 10.3% Stake in Gerdau SA Common Stock
Beneficial Ownership Report
FMR LLC and Abigail P. Johnson have filed an amended Schedule 13G, reporting a beneficial ownership of 10.3% of Gerdau SA's common stock as of May 30, 2025.
Summary
- FMR LLC and Abigail P. Johnson jointly reported beneficial ownership of 134,894,385.46 shares of Gerdau SA common stock.
- This represents 10.3% of the total outstanding common stock of Gerdau SA.
- The filing is an Amendment No. 2 to a Schedule 13G, indicating an update to a previously reported stake.
- FMR LLC, a Delaware entity, is classified as a parent holding company or control person.
- Abigail P. Johnson, a U.S. citizen, is reported as an individual and is also the Director, Chairman, and CEO of FMR LLC.
- FMR LLC holds sole voting power over 134,561,785.45 shares and sole dispositive power over 134,894,385.46 shares.
- Abigail P. Johnson holds sole dispositive power over 134,894,385.46 shares, with no sole or shared voting power.
- The filing certifies that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
- Several FMR LLC subsidiaries, including Fidelity Management & Research Company LLC (which beneficially owns 5% or more), FIAM LLC, Fidelity Institutional Asset Management Trust Company, and Strategic Advisers LLC, are involved in the beneficial ownership.
Sentiment
Score: 5
Explanation: Neutral, as this is a routine regulatory filing disclosing beneficial ownership and does not contain performance or strategic updates for the issuer.
Positives
- The filing confirms a significant and continued institutional investment stake by FMR LLC and its affiliates in Gerdau SA, which can be viewed as a vote of confidence from a major asset manager.
Risks
- The document does not contain specific risks related to Gerdau SA's operations or financial performance, as it is a beneficial ownership disclosure.
Future Outlook
This document is a beneficial ownership report and does not contain forward-looking statements or guidance regarding Gerdau SA's future performance or outlook.
Management Comments
- FMR LLC and Abigail P. Johnson certified that the securities were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of Gerdau SA, and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.
Industry Context
This filing is a routine disclosure of a significant ownership stake by a major asset manager (FMR LLC, the parent company of Fidelity Investments) in a publicly traded company, Gerdau SA. It reflects an investment decision by FMR LLC and its affiliates, rather than a broader industry trend or competitive action by Gerdau SA. Such disclosures are standard for large institutional investors exceeding certain ownership thresholds.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Ownership Structure Disclosure (FMR LLC) | The document details that members of the Johnson family, including Abigail P. Johnson, are the predominant owners of Series B voting common shares of FMR LLC (representing 49% of voting power) and have a shareholders' voting agreement to vote in accordance with the majority, potentially forming a controlling group with respect to FMR LLC under the Investment Company Act of 1940. | NA | This clarifies the internal governance and control structure of the reporting entity (FMR LLC) but does not indicate any changes to Gerdau SA's corporate governance. |
Stakeholder Impact
- Shareholders: Provides transparency regarding a significant institutional investor's stake in Gerdau SA, which can inform investment decisions.
- Regulatory Bodies: Fulfills SEC disclosure requirements for significant beneficial ownership, ensuring market transparency.
Next Steps
- FMR LLC and Abigail P. Johnson will be required to file further amendments to this Schedule 13G if there are material changes to their beneficial ownership of Gerdau SA common stock.
Key Dates
| Date | Description |
|---|---|
| 01/03/2023 | Effective date of Power of Attorney for FMR LLC. |
| 01/10/2023 | Date of Schedule 13G filing by FMR LLC, accession number -23-000003, referenced for FMR LLC's Power of Attorney. |
| 01/26/2023 | Effective date of Power of Attorney for Abigail P. Johnson. |
| 01/31/2023 | Date of Schedule 13G filing by FMR LLC, accession number -23-000038, referenced for Abigail P. Johnson's Power of Attorney. |
| 05/30/2025 | Date of event which requires filing of this statement (beneficial ownership snapshot date). |
| 06/05/2025 | Date of signing of the Schedule 13G filing. |
Keywords
Gerdau SA, FMR LLC, Abigail P. Johnson, Schedule 13G, Beneficial Ownership, Common Stock, Institutional Investor, SEC Filing, Ownership Disclosure, Investment Management
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.