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Vale S.A.

For the period ended Dec 31, 2024. Filed Mar 28, 2025.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2024 · Filed Mar 28, 2025

VALE$11.59+1.2%Stored close · as of Nov 6, 2026
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As filed with the Securities and Exchange Commission on March 28, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 20-F

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2024

Commission file number:001-15030

VALE S.A.

(Exact name of Registrant as specified in its charter)

Federative Republic of Brazil

(Jurisdiction of incorporation or organization)

Marcelo Feriozzi Bacci, Executive Vice-President Finance and Investor Relations

Phone: +5521 3485 5000

Praia de Botafogo 186 – offices 1101, 1701 and 1801– Botafogo

22250-145 Rio de Janeiro, RJ, Brazil

(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common shares of Vale, no par value per shareNew York Stock Exchange*
American Depositary Shares (evidenced by American Depositary Receipts), each representing one common share of ValeVALENew York Stock Exchange
3.750% Guaranteed Notes due 2030, issued by Vale OverseasVALE/30New York Stock Exchange
6.125% Guaranteed Notes due 2033, issued by Vale OverseasVALE/33New York Stock Exchange
8.250% Guaranteed Notes due 2034, issued by Vale OverseasVALE/34New York Stock Exchange
6.875% Guaranteed Notes due 2036, issued by Vale OverseasVALE/36New York Stock Exchange
6.875% Guaranteed Notes due 2039, issued by Vale OverseasVALE39New York Stock Exchange
6.400% Guaranteed Notes due 2054, issued by Vale OverseasVALE/54New York Stock Exchange
5.625% Notes due 2042, issued by Vale S.A.VALE42New York Stock Exchange
*Shares are not listed for trading, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the New York Stock Exchange.

Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None The number of outstanding shares of each class of stock of Vale as of December 31, 2024, was: 4,539,007,568 common shares, no par value per share 12 golden shares, no par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☒Accelerated filer ☐Non-accelerated filer ☐Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:U.S. GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐☐

Yes ☐ No ☒

TABLE OF CONTENTS

I. Overview4
Business Overview5
Forward-looking Statements19
Risk Factors20
Risk Management35
II. Information on the company40
Lines of Business40
Reserves and Resources94
Regulatory Matters111
III. Operating and financial review and prospects118
Overview118
Results of operations123
Liquidity and capital resources131
IV. Share ownership and trading134
Major shareholders134
Related party transactions135
Distributions137
Trading markets138
Depositary shares139
Purchases of equity securities by the issuer and affiliated purchasers141
V. Management and employees142
Management142
Management compensation153
Employees158
VI. Additional information160
Legal proceedings160
Bylaws173
Participative shareholders’ debentures178
Exchange controls and other limitations affecting security holders179
Taxation180
Controls and procedures187
Corporate governance188
Insider trading policy193
Cybersecurity194
Code of conduct196
Principal accountant fees and services197
Information filed with securities regulators198
Exhibits199
Glossary200
Signatures205

Table of Contents

FORM 20-F CROSS-REFERENCE GUIDE

ItemForm 20-F captionLocation in this reportPage
1 · Identity of directors, senior management and advisers
1A Directors and senior managementNot applicable–
1B AdvisersNot applicable–
1C AuditorsNot applicable–
2Offer statistics and expected timetableNot applicable–
3Key information
3A [Reserved]––
3B Capitalization and indebtednessNot applicable–
3C Reasons for the offer and use of proceedsNot applicable–
3D Risk factorsRisk Factors20
4Information on the Company
4A History and development of the company · Business Overview; Information Filed with Securities Regulators; Liquidity and Capital Resources—Uses of Funds—Acquisition of property, plant and equipment and intangible assets · 5;198; 131
4B Business overview · Business Overview; Lines of Business; Reserves and Resources; Regulatory Matters · 5; 40; 94; 111
4C Organizational structureExhibit 8–
4D Property, plant and equipment · Lines of Business; Regulatory Matters; Liquidity and Capital Resources—Uses of Funds—Acquisition of property, plant and equipment and intangible assets · 40; 111; 131
4AUnresolved staff commentsNone–
5Operating and financial review and prospects
5A Operating resultsResults of Operations123
5B Liquidity and Capital ResourcesLiquidity and Capital Resources131
5C Research and development, patents and licenses, etc.Lines of Business40
5D Trend informationResults of Operations123
5E Critical accounting estimatesNot applicable–
6Directors, senior management and employees–
6A Directors and senior managementManagement142
6B CompensationManagement Compensation153
6C Board practicesManagement—Board of Directors142
6D EmployeesEmployees158
6E Share ownership · Major Shareholders; Employees—Performance-based Compensation · 134; 159
6F Disclosure of a registrant’s action to recover erroneously awarded compensationNot applicable–
7Major shareholders and related party transactions
7A Major shareholdersMajor Shareholders134
7B Related party transactionsRelated Party Transactions135
7C Interests of experts and counselNot applicable–
8Financial information
8A Consolidated statements and other financial information · Consolidated Financial Statements · F-1

Table of Contents

Distributions137
Legal Proceedings160
8B Significant changesResults of Operations123
9The offer and listing
9A Offer and listing detailsTrading Markets138
9B Plan of distributionNot applicable–
9C MarketsTrading Markets138
9D Selling shareholdersNot applicable–
9E DilutionNot applicable–
9F Expenses of the issueNot applicable–
10Additional information
10A Share capitalBylaws—Common Shares and Golden Shares173
10B Memorandum and articles of associationBylaws173
10C Material contracts · Lines of Business; Results of Operations; Related Party Transactions · 40; 123; 135
10D Exchange controlsExchange Controls and Other Limitations Affecting Security Holders179
10E TaxationTaxation180
10F Dividends and paying agentsNot applicable–
10G Statement by expertsReserves and Resources94
10H Documents on displayInformation Filed with Securities Regulators198
10I Subsidiary informationNot applicable–
11Quantitative and qualitative disclosures about market riskRisk Management—Market Risk35
12Description of securities other than equity securities
12A Debt securitiesNot applicable–
12B Warrants and rightsNot applicable–
12C Other securitiesNot applicable–
12D American Depositary SharesDepositary Shares139
13Defaults, dividend arrearages and delinquenciesNot applicable–
14Material modifications to the rights of security holders and use of proceedsNot applicable–
15Controls and proceduresControls and Procedures187
16[Reserved]––
16AAudit Committee financial expertManagement—Audit and Risks Committee149
16BCode of ethicsCode of Conduct196
16CPrincipal accountant fees and servicesPrincipal Accountant Fees and Services197
16DExemptions from the listing standards for Audit CommitteesManagement—Audit and Risks Committee; Corporate Governance149; 188
16EPurchase of Equity Securities by the Issuer and Affiliated PurchasersPurchases of Equity Securities by the Issuer and Affiliated Purchasers141
16FChange in registrant’s certifying accountantNot applicable–
16GCorporate governanceCorporate Governance188
16HMine safety disclosureNot applicable–
16IDisclosure Regarding Foreign Jurisdictions that Prevent InspectionsNot applicable–
16JInsider trading policiesInsider Trading Policy193

Table of Contents

16KCybersecurityCybersecurity194
17Financial statementsNot applicable–
18Financial statementsConsolidated Financial StatementsF-1
19ExhibitsExhibits199

Table of Contents

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.