Nexa Resources S.A.
For the period ended Dec 31, 2025. Filed Mar 26, 2026.
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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.
FY2025 · Filed Mar 26, 2026
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As filed with the Securities and Exchange Commission on March 26, 2026.
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, 2025
Commission file number:001-38256
NEXA RESOURCES S.A.
- (Exact name of Registrant as specified in its charter)*
Grand Duchy of Luxembourg
(Jurisdiction of incorporation or organization)
José Carlos del Valle
**Senior Vice President of Finance and Group Chief Financial Officer
Phone: +352 28 26 37 27
**37A, Avenue J.F. Kennedy
L-1855, Luxembourg
Grand Duchy of Luxembourg*
***(Address of principal registered office)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
|---|---|---|
| Common shares, each with par value of US$1.00 | NEXA | 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 Nexa Resources S.A. as of December 31, 2025, was:
132,438,611 common shares, each with par value of US$1.00
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yeso No þ
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.
Yeso No þ
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 þ Noo
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 þ Noo
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 definition of “accelerated filer,” “large accelerated filer” and “emerging growth company” in Rule 12-b2 of the Exchange Act. (Check one):
| Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Emerging growth company o |
|---|
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.☐
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
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. þ
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.☐
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 þ | 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 o Item 18 o
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).
Yeso Noþ
TABLE OF CONTENTS
Page
| Form 20-F cross reference guide | iv | |
|---|---|---|
| Forward-looking statements | 1 | |
| About the Company | 4 | |
| Presentation of financial and other information | 5 | |
| Risk factors | 7 | |
| I. | Information on the Company | 32 |
| Business overview | 32 | |
| Mining operations | 37 | |
| Smelting operations | 88 | |
| Tailings Disposal | 92 | |
| Commercial and Logistics | 97 | |
| Energy | 102 | |
| Capital expenditures | 106 | |
| Environmental, social and governance (ESG) | 107 | |
| Regulatory matters | 115 | |
| II. | Operating and financial review and prospects | 124 |
| Overview | 124 | |
| Results of operations | 134 | |
| Liquidity and capital resources | 145 | |
| Risk management | 152 | |
| III. | Share ownership and trading | 158 |
| Major shareholders | 158 | |
| Related party transactions | 159 | |
| Distributions | 161 | |
| Trading markets | 163 | |
| Purchases of equity securities by the issuer and affiliated purchasers | 164 | |
| IV. | Corporate governance, management and employees | 165 |
| Corporate governance | 165 | |
| Board of directors | 170 | |
| Executive officers and Management committee | 179 | |
| Executive and Director compensation | 183 | |
| Employees | 186 | |
| V. | Additional information | 188 |
| Legal proceedings | 188 | |
| Articles of association | 191 | |
| Taxation | 194 | |
| Exchange controls and other limitations affecting security holders | 203 | |
| Evaluation of disclosure controls and procedures | 204 | |
| Internal control over financial reporting | 205 | |
| Principal accountant fees and services | 206 | |
| Information filed with securities regulators | 207 | |
| Glossary | 208 | |
| Exhibits | 211 | |
| Signatures | 212 | |
| Nexa Resources S.A. Financial Statements | 213 |
iii
Form 20-F Cross Reference Guide
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.