GGB.NYSEGerdau SA

20-F: Gerdau Faces Profit Decline Amid Brazil Import Surge, North America Shines

Sentiment:

Annual Report


Gerdau S.A. reported a significant drop in net income for 2025, primarily due to impairment losses and intense import competition in Brazil, while its North American operations showed strong performance.

Worse than expectedNet income decreased by 69.2% in 2025 compared to 2024, and 2024 was also significantly lower than 2023.Gross profit declined by 13.4% in 2025, indicating reduced profitability per unit of sales.The Brazil Segment, a major operational area, experienced a 51.8% decrease in gross profit due to intense import competition and pricing pressure.Significant impairment losses of R$1.96 billion for goodwill and R$1.59 billion for fixed assets were recognized in the Brazil Segment, reflecting a challenging economic environment and asset performance issues.

Summary

  • Net income for 2025 was R$1.4 billion, a 69.2% decrease from R$4.6 billion in 2024, which itself was down 39.0% from R$7.5 billion in 2023.
  • Net sales increased by 4.2% to R$69.9 billion in 2025, driven by North America, but gross profit declined by 13.4% to R$7.9 billion.
  • The Brazil Segment experienced a 1.8% decrease in net sales and a 51.8% drop in gross profit in 2025, severely impacted by record steel imports (6.4 million tonnes, up 7.4% year-over-year).
  • North America Segment net sales grew by 12.1% in 2025, with crude steel production up 11.5% and shipments up 9.4%, benefiting from reinforced tariffs and strong demand from data centers and renewable energy sectors.
  • Impairment losses of R$1.96 billion for goodwill and R$1.59 billion for fixed assets were recognized in the Brazil Segment in 2025, reflecting a deterioration in economic conditions and asset utilization.
  • Total debt increased to R$14.18 billion in 2025 from R$13.64 billion in 2024, with a nominal weighted average cost of gross debt at CDI 0.21% for BRL and 6.12% for USD.
  • The company completed several acquisitions in 2025, including 100% of Gerdau Summit Aos Fundidos e Forjados S.A., Rio do Sangue Energia S.A., Comercial Gerdau Aos Planos Ltda., Paranatinga Energia S.A., and Bradley Steel Processors Inc., expanding its renewable energy and scrap recycling capabilities.
  • A new share buyback program was approved on February 23, 2026, to acquire up to 55 million preferred shares and 1.44 million common shares over 18 months.
  • The cash conversion cycle improved to 77 days in December 2025 from 85 days in December 2024, due to inventory optimization and Real devaluation.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing with a cautious sentiment. While strategic acquisitions and strong performance in North America are positive, the substantial decline in net income and significant impairment losses in Brazil, driven by intense import competition, present considerable headwinds for overall profitability.

Positives

  • North America Segment demonstrated strong performance with 12.1% net sales growth, 11.5% crude steel production increase, and 9.4% shipment growth in 2025, driven by favorable pricing and demand from data centers and renewable energy.
  • Strategic acquisitions in 2025, including renewable energy assets (Rio do Sangue Energia S.A., Paranatinga Energia S.A.) and increased scrap recycling capacity (Bradley Steel Processors Inc.), align with cost competitiveness and sustainable development goals.
  • The company achieved an Ascore in CDP Climate Change for 2025 (2024 base year), reinforcing its commitment to sustainability and climate leadership.
  • An investment plan of R$4.7 billion for 2026 was approved, focusing on maintenance and competitiveness, including ESG practices and sustainable development.
  • The cash conversion cycle improved by 8 days to 77 days in December 2025, reflecting optimized inventories and efficient working capital management.
  • The average gross debt term is well-balanced at 8.5 years, with no outstanding amounts on its US$875 million revolving credit facility, indicating healthy liquidity management.
  • Gerdau's GHG emissions average is approximately half of the global steel industry average, positioning it as a leader in decarbonization efforts.

Negatives

  • Net income plummeted by 69.2% in 2025 to R$1.4 billion, primarily due to lower operational results and significant impairment losses.
  • Gross profit decreased by 13.4% in 2025, indicating margin compression despite increased net sales.
  • The Brazil Segment faced a 'fierce competitive local environment' with record steel imports (6.4 million tonnes, up 7.4% YoY), leading to a 1.8% decline in net sales and a 51.8% drop in gross profit for the segment.
  • Significant impairment losses totaling R$1.96 billion for goodwill and R$1.59 billion for fixed assets were recognized in the Brazil Segment in 2025, reflecting a challenging economic outlook and asset utilization levels.
  • Financial expenses increased by 37.5% in 2025, contributing to the overall decline in profitability.
  • The Brazilian government's temporary tariff hike for steel products proved 'insufficient so far' to combat predatory steel imports, negatively impacting Gerdau's competitiveness in the domestic market.
  • Workforce reductions were implemented in Brazil throughout 2025 due to increased steel imports, with potential for further restructuring if import levels persist.
  • The automotive sector in North America faced challenging dynamics due to Section 232 tariffs and high interest rates, impacting special steel demand.

Risks

  • The steel industry is highly cyclical and vulnerable to global economic conditions, demand fluctuations, international prices, and trade policies, which can depress demand and prices.
  • Significant portion of operations in North America exposes the company to economic, political, and regulatory changes in those markets, including interest rates, trade policies, and currency fluctuations.
  • Global conflicts and sanctions (e.g., Russian invasion of Ukraine, Israel-Gaza conflict) may negatively impact demand, commodity prices, and energy costs, disrupting financial and commodity markets.
  • Intense competition from domestic and foreign producers, particularly from heavily subsidized Chinese steel imports, can adversely affect profitability and market share in Brazil.
  • Increases in steel scrap, iron ore, coking coal, energy (electricity, natural gas), and CO2 prices, or reductions in supply, could adversely affect production costs and operating margins.
  • Projects are subject to risks of increased costs, delays, or failure to obtain necessary equipment, permits, and regulatory approvals, potentially affecting growth and profitability.
  • Unexpected equipment failures or unanticipated events (fires, severe weather) may lead to production curtailments or shutdowns, increasing costs and reducing earnings.
  • Failure to obtain or renew necessary environmental permits and licenses could lead to delays, increased costs, fines, or suspension of activities.
  • Information technology system failures, cyber-attacks, and security breaches could disrupt business, cause production errors, data loss, significant fines, and reputational harm.
  • Outbreaks of disease and health epidemics could negatively impact business revenues and operations by disrupting supply chains and reducing demand.
  • Estimates of mineral resources are based on interpretations and assumptions, and actual extractable quantities may differ substantially, impacting mining operations.
  • Any accident or defect affecting the structural integrity of the Alemes Dam or other mining structures could have severe adverse consequences, including shutdowns, high expenditures, fines, and environmental impacts.
  • A downgrade in the company's credit ratings could increase its cost of capital and impair its ability to obtain new financing.
  • High levels of indebtedness could limit the ability to raise additional capital, react to economic changes, or meet debt obligations.
  • Variations in foreign exchange rates (e.g., BRL vs. USD) may increase the cost of servicing foreign currency-denominated debt and adversely affect financial performance.
  • Unfavorable outcomes in numerous tax, environmental, civil, and labor disputes involving significant monetary claims could negatively affect results, cash flows, and financial condition.
  • Restrictive trade measures (quotas, tariffs) in steel-importing countries could increase product prices or reduce export ability, while new export taxes in Brazil could also be challenging.
  • Stricter environmental regulations, especially related to greenhouse gas emissions and carbon markets (e.g., Brazil's SBCE, EU CBAM, U.S. carbon border adjustment), could increase compliance costs and affect competitiveness.
  • Political instability in Brazil, including polarization and uncertainty in government policies, may affect regulatory frameworks, trade relations, and infrastructure investments.
  • Inflation and government actions to combat it in Brazil could slow economic growth, reduce demand, increase costs, and hinder access to capital markets.
  • Developments and perceptions of risks in other countries, particularly the U.S. and emerging markets, may adversely affect the market prices of Gerdau's shares.
  • The interests of the controlling shareholder may conflict with those of non-controlling shareholders.
  • Loss of senior management and executives could negatively affect the company's strategy and operations.
  • As a foreign issuer, Gerdau is subject to different disclosure and corporate governance requirements than U.S. domestic registrants, potentially offering less protection to shareholders.

Future Outlook

Gerdau's outlook for 2026 remains positive, particularly in the U.S., driven by strong demand in solar energy, data centers, and infrastructure sectors. In Brazil, moderate demand growth is anticipated, with a focus on infrastructure and civil construction. The company will continue to monitor Section 232 tariffs and USMCA negotiations, and remains vigilant regarding the automotive sector and imported vehicles in Brazil. Management plans to invest in modernization, technology updates, and cost reduction initiatives, exploring technological enablers like analytics, AI, and digital twins for greater operational efficiency.

Management Comments

  • The company is committed to continuously improving its performance by receiving raw materials and delivering products to its customers of designated ports.
  • Gerdau believes that the trade defense measures aimed at strengthening the U.S. industry will influence greater capacity utilization and further improve the competitiveness of the Company’s operations in the U.S.
  • Gerdau believes it is one of Latin America’s biggest recyclers and, worldwide, transforms millions of tonnes of scrap metal into steel every year, reinforcing its commitment to sustainable development in the regions where it operates.
  • Gerdau's production model and efforts for over a century have placed the Company at the vanguard on the issue of GHG emissions. Currently, we have one of the lowest emission averages in the steel industry, which is equivalent to approximately half of the global industry average.
  • The Company aims to be carbon neutral by 2050; for this, disruptive technologies will be necessary in steel production, which are not yet economically and operationally feasible on an industrial scale.

Industry Context

StockSavvy.ai notes that Gerdau's 2025 performance reflects a bifurcated global steel market. While North America benefited from protectionist trade measures (50% Section 232 tariffs) and robust demand from specific sectors like data centers and renewable energy, the Brazilian market suffered from a global oversupply, particularly from China. This highlights the critical impact of regional trade policies and macroeconomic conditions on steel producers. The company's strategic acquisitions in renewable energy and scrap recycling are in line with broader industry trends towards decarbonization and circular economy principles, aiming to enhance cost competitiveness and reduce environmental footprint. The significant impairment losses in Brazil underscore the severe challenges faced by domestic producers against subsidized imports, a trend observed across several emerging markets.

Comparison to Industry Standards

  • Gerdau's GHG emissions average is approximately half of the global steel industry average, positioning it as a leader in sustainable steel production compared to global benchmarks.
  • The Brazilian steel market's import penetration rate reached 21% in 2025, significantly higher than the average of the last ten years, indicating a less protected market compared to regions like the U.S. where tariffs were increased to 50% to support domestic producers like Nucor Corporation and Steel Dynamics Inc.
  • The company's investment in expanding its iron ore production capacity and acquiring renewable energy assets (e.g., Paranatinga Energia S.A.) demonstrates a vertical integration strategy aimed at mitigating raw material and energy price volatility, a common challenge for steel producers globally.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Executive Vice-PresidentN/ARafael Gamboa Lopes2026-02-23Elected by the Board of Directors.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Board of Directors CompositionThe Board of Directors currently has 6 members, with 2 independent directors, which is fewer than required for U.S. domestic listed companies under NYSE rules.2025-12-31Reliance on foreign issuer exemptions from NYSE rules may afford less protection to shareholders regarding board independence and oversight.
Board of Auditors AdaptationThe Board of Auditors has been adapted to comply with Sarbanes-Oxley Act requirements and SEC exemptions, with one member (Elvira Baracuhy Cavalcanti Presta) designated as a financial expert.2025-04-10Enhances financial oversight and compliance with U.S. regulatory standards, though its authority is limited by Brazilian Corporate Law compared to a full U.S. audit committee.
Corporate PoliciesThe company maintains 16 corporate policies covering information disclosure, securities trading, related-party transactions, human rights, anti-corruption, environmental, compliance, risk management, tax, integrated policy, clawback, independent auditors, nomination, income allocation, and codes of ethics.OngoingDemonstrates a comprehensive framework for ethical conduct, transparency, and risk management, aligning with good corporate governance practices.
Committee StructureThe Board of Directors is supported by four committees: Compensation and Succession, Corporate Governance, Finance, and Strategy and Sustainability. The Board of Executive Officers is supported by the Risk Committee and Disclosure Committee.OngoingProvides specialized oversight and advice on key strategic and operational areas, enhancing decision-making processes.

Legal Proceedings

  • Tax provisions totaled R$1.93 billion as of December 31, 2025, mainly related to ICMS, IPI, Income tax, social contribution, social security contributions, and PIS/COFINS credits.
  • Labor provisions amounted to R$326.3 million as of December 31, 2025, covering individual and collective labor lawsuits.
  • Civil provisions were R$37.18 million as of December 31, 2025, for lawsuits arising from ordinary operations.
  • The company and its subsidiary Gerdau Aos Longos S.A. entered into a Settlement Agreement with CADE on December 30, 2024, to resolve antitrust litigation, committing to pay R$256.1 million to the Fund for the Defense of Diffuse Rights. The settlement for the 2006 action was approved on January 7, 2025.
  • Other tax contingencies with possible losses, not provisioned, include R$999.8 million for ICMS, R$571.3 million for IPI, R$172.3 million for social security contributions, R$2.13 billion for PIS/COFINS, R$854.4 million for other taxes, R$1.64 billion for Withholding Income Tax on interest remitted abroad, R$628.5 million for disallowance of goodwill deductibility (2010 restructuring), and R$8.55 billion for disallowance of goodwill deductibility (2004/2005 reorganization).
  • Other civil litigation with possible losses, not provisioned, amounts to approximately R$1.01 billion.
  • Other labor claims with possible losses, not provisioned, amount to approximately R$1.44 billion.

Related Party Transactions

  • Commercial operations with associate companies and joint ventures resulted in net sales of R$(20.2) million in 2025 (R$136.88 million in 2024).
  • The company received R$7.57 million from controlling shareholders for the sale of real estate in 2025 (received by December 31, 2025, from a 2024 balance).
  • Income from rental agreements with related parties amounted to R$921,000 in 2025.
  • Gerdau S.A. holds financial investments in debentures issued by its subsidiaries Gerdau Aos Longos S.A. and Gerdau Aominas S.A., totaling R$4.82 billion in 2025, generating R$110.36 million in financial income.
  • Contributions to assistance entities Fundao Gerdau, Instituto Gerdau, and Fundao Ouro Branco totaled R$160.43 million in 2025.
  • Key management compensation, including salaries, variable compensation, and benefits, was R$69.45 million in 2025, with social charges of R$15.34 million.

Stakeholder Impact

  • Shareholders: Impacted by the significant decline in net income and impairment losses, but also by ongoing share buyback programs and strategic acquisitions aimed at long-term value creation. The controlling shareholder maintains significant influence.
  • Employees: Affected by workforce reductions in Brazil due to import competition, but also benefit from long-term incentive plans and pension plans. Management changes include a new Executive Vice-President.
  • Customers: Benefit from diversified product offerings and quality management systems. North American customers show strong preference for domestic steel due to tariffs.
  • Suppliers: The company's policy of diversifying suppliers and offering debt risk transactions with financial institutions aims to maintain stable relationships.
  • Creditors: The company's debt levels and cost of capital are influenced by credit ratings and market conditions, with a well-balanced debt maturity schedule.
  • Local Communities: Impacted by mining operations (e.g., Alemes Dam monitoring) and environmental initiatives, as well as social responsibility policies and contributions to assistance entities.
  • Regulatory Authorities: The company is subject to extensive environmental, anti-bribery, anti-corruption, and antitrust laws, with ongoing legal proceedings and compliance efforts.

Next Steps

  • Continue monitoring new developments in Section 232 tariffs and USMCA negotiations.
  • Remain vigilant on the automotive sector, which may be impacted by a prolonged high-interest rate environment and the inflow of imported vehicles in Brazil.
  • Implement the R$4.7 billion investment plan for 2026, focusing on maintenance and competitiveness, including ESG practices and sustainable development.
  • Streamline production processes and invest in new energy matrices and technologies to achieve carbon neutrality by 2050.
  • Continue efforts to identify opportunities for cost reduction across all units.
  • Monitor the final procedures for the approval of the settlement decision in the 2003 CADE lawsuit.

Key Dates

DateDescription
2023-01-10Company converted a convertible loan into equity interest in Brasil ao Cubo S.A. and acquired additional shareholdings, becoming a 44.66% holder.
2023-03-15Gerdau Next S.A. and NW Capital signed an agreement for equity interest subscription in Newave Energia S.A., with Gerdau Next holding 33.33%.
2023-07-26Fitch Ratings upgraded Brazil's sovereign rating to BB from BB-.
2023-08-09Gerdau received a certification report for iron ore reserves at Miguel Burnier mine, confirming 476 million dry metric tons of certified reserves.
2023-12-19S&P Global Ratings upgraded Brazil's sovereign credit rating to BB from BB-.
2023-12-27Formal request submitted to Latibex for delisting of XGGB shares.
2023-12-29Federal Law N 14,789/23 passed, introducing rules on the limitation of the amount payable and deductible as interest on shareholders equity.
2024-01-17Gerdau S.A. celebrated the Share Purchase Agreement selling its stake in Gerdau Metaldom Corp. to INICIA Group.
2024-02-01Sale of Gerdau Metaldom Corp. stake concluded.
2024-02-16Request to delist company's shares traded on Latibex was granted.
2024-05-29Company issued debentures with maturity in May 2029.
2024-06-1-01Pillar Two standard became effective for Canada, Spain, and Hungary.
2024-09-17Gerdau Ameristeel US Inc. signed an agreement to acquire the entire ferrous and non-ferrous scrap processing and recycling business of Dales Recycling Partnership.
2024-10-01Moody's Ratings upgraded Brazil's long-term issuer and senior unsecured bond ratings to Ba1 from Ba2.
2024-10-17Law N 14.973, related to the Fund for the Defense of Diffuse Rights, was enacted.
2024-10-29CVM issued Resolution N 215, reiterating obligation to conduct tender offers under certain events.
2024-11-01Closing of Dales Recycling Partnership acquisition, giving Gerdau Ameristeel US Inc. control.
2024-11-05Company's Board of Directors approved the cancellation of 674,900 common shares and 29,000,000 preferred shares.
2024-12-06Company and subsidiary Gerdau Aos Longos S.A. entered into instruments with Newave Energia S.A. for the full acquisition of three Special Purpose Entities (SPEs) in the Barro Alto Solar Park.
2024-12-10Company issued debentures with maturity in December 2028.
2024-12-14Decree N 6,306, related to Tax on Foreign Exchange Transactions (IOF/FX), was amended.
2024-12-20Ministry of Finances Ordinance N 2,029, related to Tax Favorable Jurisdictions, was issued.
2024-12-26Complementary Law No. 224 enacted, making interest on net equity payments subject to withholding income tax at 17.5% from January 1, 2026.
2024-12-27Federal Law N 15,079/24 amended Federal Law N 9,430/96 regarding Tax Favorable Jurisdictions and Privileged Tax Regimes.
2024-12-30Company and subsidiary Gerdau Aos Longos S.A. entered into a Settlement Agreement with CADE related to an Administrative Process.
2025-01-01Voluntary adoption of IFRS S1 and S2 standards began.
2025-01-02Board of Directors approved a new share buyback program.
2025-01-07Settlement of the 2006 CADE lawsuit was approved.
2025-01-16Complementary Law Project (PLP) 68/2024 was sanctioned, becoming Complementary Law 214/25, regulating the Consumption Tax Reform.
2025-02-10Company concluded the acquisition of 39.53% and 1.74% of Gerdau Summit Aos Fundidos e Forjados S.A. from Sumitomo Corporation and The Japan Steel Works Ltd., gaining 100% ownership.
2025-02-23Subsidiary Gerdau Aominas S.A. raised debt of R$1.165 billion from a top-tier financial institution.
2025-03-21Sul Renovaveis Participaes S.A acquired 100% of the shares of Rio do Sangue Energia S.A.
2025-03-21Company signed an amendment to a financing agreement with a top-tier financial institution for R$300 million from SUDECO.
2025-04-11Gerdau Aos Longos S.A. acquired 100% of the shares of Kloeckner Metals Brasil Ltda. (now Comercial Gerdau Aos Planos Ltda.).
2025-04-28Gerdau Aos Longos S.A. acquired 100% of the shares of Paranatinga Energia S.A.
2025-04-28Gerdau Aos Longos S.A. raised debt backed by agricultural activities for R$750 million.
2025-05-30Extraordinary General Meeting decided to incorporate Gerdau Summit into Gerdau S.A., effective May 31, 2025.
2025-06-09Gerdau Trade Inc. issued a bond maturing in June 2035 for US$650 million.
2025-06-01Company paid debentures issued in 2019 at maturity, totaling R$800 million.
2025-06-01President Trump announced Section 232 steel tariffs were being increased to 50% (except for UK).
2025-08-01Company and subsidiaries raised short-term debt of R$450 million from top-tier financial institutions.
2025-10-01Company and subsidiary Gerdau Aominas S.A. finalized financing agreements with BNDES totaling R$566 million.
2025-12-01Company completed the acquisition of 50% of Bradley Steel Processors Inc. from John Buller Inc., gaining 100% ownership.
2025-12-19Company terminated its share buyback program approved on January 20, 2025.
2025-12-31End of fiscal year.
2026-01-01Mandatory adoption of IFRS S1 and S2 standards scheduled.
2026-01-13Complementary Law No. 227 published, establishing the IBS Management Committee.
2026-02-23Board of Directors approved a new share buyback program and the cancellation of 418,800 common shares and 7,700,000 preferred shares.
2026-03-13Date of the Annual Report on Form 20-F.

Recommendation

hold

Gerdau's 2025 results show a mixed picture. While the North American segment is performing strongly due to favorable market conditions and trade policies, the significant decline in net income and substantial impairment losses in the Brazil segment are concerning. The company's strategic acquisitions in renewable energy and scrap recycling are positive long-term moves, and the ongoing share buyback programs could support share price. However, the persistent challenges in Brazil from import competition and the overall increase in net debt warrant caution. A 'hold' recommendation is appropriate as investors should monitor the effectiveness of trade defense measures in Brazil and the integration of recent acquisitions, balancing the strong performance in North America against the headwinds in its home market.

Keywords

Steel, Brazil, North America, South America, SEC Filing, Annual Report, Financial Results, Net Income, Net Sales, Impairment, Goodwill, Steel Imports, Tariffs, Trade Policy, Raw Materials, Scrap Steel, Iron Ore, Renewable Energy, Acquisitions, Debt, Share Buyback, ESG, Decarbonization, Corporate Governance, Legal Proceedings, Risk Factors

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