Vale S.A.
For the period ended Dec 31, 2025. Filed Mar 27, 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 27, 2026
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As filed with the Securities and Exchange Commission on March 27, 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:001-15030
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 901, 1101, 1601 (part), 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 Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
|---|---|---|
| Common shares of Vale, no par value per share | New York Stock Exchange* | |
| American Depositary Shares (evidenced by American Depositary Receipts), each representing one common share of Vale | VALE | New York Stock Exchange |
| 3.750% Guaranteed Notes due 2030, issued by Vale Overseas | VALE/30 | New York Stock Exchange |
| 6.125% Guaranteed Notes due 2033, issued by Vale Overseas | VALE/33 | New York Stock Exchange |
| 8.250% Guaranteed Notes due 2034, issued by Vale Overseas | VALE/34 | New York Stock Exchange |
| 6.875% Guaranteed Notes due 2036, issued by Vale Overseas | VALE/36 | New York Stock Exchange |
| 6.875% Guaranteed Notes due 2039, issued by Vale Overseas | VALE39 | New York Stock Exchange |
| 6.400% Guaranteed Notes due 2054, issued by Vale Overseas | VALE/54 | New York Stock Exchange |
| 5.625% Notes due 2042, issued by Vale S.A. | VALE42 | New 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, 2025, was: 4,268,780,141 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. OVERVIEW | 7 |
|---|---|
| Business Overview | 8 |
| Forward-looking Statements | 19 |
| Risk Factors | 21 |
| Risk Management | 36 |
| II. INFORMATION ON THE COMPANY | 41 |
| Lines of Business | 41 |
| Reserves and Resources | 100 |
| Regulatory Matters | 121 |
| III. OPERATING AND FINANCIAL REVIEW AND PROSPECTS | 129 |
| Overview | 129 |
| Results of Operations | 133 |
| Liquidity and Capital Resources | 140 |
| IV. SHARE OWNERSHIP AND TRADING | 144 |
| Major Shareholders | 144 |
| Related Party Transactions | 145 |
| Shareholder Remuneration | 147 |
| Trading Markets | 148 |
| Depositary Shares | 149 |
| Purchases of Equity Securities by the Issuer and Affiliated Purchasers | 150 |
| V. MANAGEMENT AND EMPLOYEES | 151 |
| Management | 151 |
| Management Compensation | 162 |
| Employees | 167 |
| VI. ADDITIONAL INFORMATION | 169 |
| Legal Proceedings | 169 |
| Bylaws | 181 |
| Participative Shareholder´s Debentures | 187 |
| Exchange Controls and Other Limitations Affecting Security Holders | 188 |
| Taxation | 189 |
| Controls and Procedures | 197 |
| Corporate Governance | 199 |
| Insider Trading Policy | 203 |
| Cybersecurity | 204 |
| Code of Conduct | 207 |
| Principal Accountant Fees and Services | 208 |
| Information Filed with Securities Regulators | 209 |
| Exhibits | 210 |
| Glossary | 211 |
| Signatures | 215 |
Table of Contents
FORM 20-F CROSS-REFERENCE GUIDE
| Item | Form 20-F caption | Location in this report | Page |
|---|---|---|---|
| 1 · Identity of directors, senior management and advisers | |||
| 1A Directors and senior management | Not applicable | – | |
| 1B Advisers | Not applicable | – | |
| 1C Auditors | Not applicable | – | |
| 2 | Offer statistics and expected timetable | Not applicable | – |
| 3 | Key information | ||
| 3A [Reserved] | – | – | |
| 3B Capitalization and indebtedness | Not applicable | – | |
| 3C Reasons for the offer and use of proceeds | Not applicable | – | |
| 3D Risk factors | Risk Factors | 21 | |
| 4 | Information on the Company | ||
| 4A History and development of the company · Business Overview; Information Filed with Securities Regulators; Liquidity and Capital Resources—Uses of Funds—Capital Expenditures · 8; 209; 140 | |||
| 4B Business overview · Business Overview; Lines of Business; Reserves and Resources; Regulatory Matters · 8; 41; 100; 121 | |||
| 4C Organizational structure | Exhibit 8 | – | |
| 4D Property, plant and equipment · Lines of Business; Regulatory Matters; Liquidity and Capital Resources—Uses of Funds—Capital Expenditures · 41; 121; 140 | |||
| 4A | Unresolved staff comments | None | – |
| 5 | Operating and financial review and prospects | ||
| 5A Operating results | Results of Operations | 133 | |
| 5B Liquidity and capital resources | Liquidity and Capital Resources | 140 | |
| 5C Research and development, patents and licenses, etc. | Lines of Business | 41 | |
| 5D Trend information | Results of Operations | 133 | |
| 5E Critical accounting estimates | Not applicable | – | |
| 6 | Directors, senior management and employees | – | |
| 6A Directors and senior management | Management | 151 | |
| 6B Compensation | Management Compensation | 162 | |
| 6C Board practices | Management—Board of Directors | 151 | |
| 6D Employees | Employees | 167 | |
| 6E Share ownership · Major Shareholders; Management; Employees—Performance-Based Compensation · 144; 161; 168 | |||
| 6F Disclosure of a registrant’s action to recover erroneously awarded compensation | Not applicable | – | |
| 7 | Major shareholders and related party transactions | ||
| 7A Major shareholders | Major Shareholders | 144 | |
| 7B Related party transactions | Related Party Transactions | 145 | |
| 7C Interests of experts and counsel | Not applicable | – | |
| 8 | Financial information | ||
| 8A Consolidated statements and other financial information · Consolidated Financial Statements · F-1 | |||
| Shareholder Remuneration | 147 | ||
| Legal Proceedings | 169 | ||
| 8B Significant changes | Results of Operations | 133 | |
| 9 | The offer and listing | ||
| 9A Offer and listing details | Trading Markets | 148 | |
| 9B Plan of distribution | Not applicable | – | |
| 9C Markets | Trading Markets | 148 | |
| 9D Selling shareholders | Not applicable | – | |
| 9E Dilution | Not applicable | – | |
| 9F Expenses of the issue | Not applicable | – | |
| 10 | Additional information | ||
| 10A Share capital | Bylaws—Common Shares and Golden Shares | 181 | |
| 10B Memorandum and articles of association | Bylaws | 181 | |
Table of Contents
| 10C Material contracts · Lines of Business; Results of Operations; Related Party Transactions · 41; 133; 145 | |||
|---|---|---|---|
| 10D Exchange controls | Exchange Controls and Other Limitations Affecting Security Holders | 188 | |
| 10E Taxation | Taxation | 189 | |
| 10F Dividends and paying agents | Not applicable | – | |
| 10G Statement by experts | Reserves and Resources | 100 | |
| 10H Documents on display | Information Filed with Securities Regulators | 209 | |
| 10I Subsidiary information | Not applicable | – | |
| 11 | Quantitative and qualitative disclosures about market risk | Risk Management—Market Risk | 37 |
| 12 | Description of securities other than equity securities | ||
| 12A Debt securities | Not applicable | – | |
| 12B Warrants and rights | Not applicable | – | |
| 12C Other securities | Not applicable | – | |
| 12D American Depositary Shares | Depositary Shares | 149 | |
| 13 | Defaults, dividend arrearages and delinquencies | Not applicable | – |
| 14 | Material modifications to the rights of security holders and use of proceeds | Not applicable | – |
| 15 | Controls and procedures | Controls and Procedures | 197 |
| 16 | [Reserved] | – | – |
| 16A | Audit Committee financial expert | Management—Audit and Risks Committee | 158 |
| 16B | Code of ethics | Code of Conduct | 207 |
| 16C | Principal accountant fees and services | Principal Accountant Fees and Services | 208 |
| 16D | Exemptions from the listing standards for Audit Committees | Management—Audit and Risks Committee; Corporate Governance | 158; 200 |
| 16E | Purchase of equity securities by the issuer and affiliated purchasers | Purchases of Equity Securities by the Issuer and Affiliated Purchasers | 150 |
| 16F | Change in registrant’s certifying accountant | Not applicable | – |
| 16G | Corporate governance | Corporate Governance | 199 |
| 16H | Mine safety disclosure | Not applicable | – |
| 16I | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | Not applicable | – |
| 16J | Insider trading policies | Insider Trading Policy | 203 |
| 16K | Cybersecurity | Cybersecurity | 204 |
| 17 | Financial statements | Not applicable | – |
| 18 | Financial statements | Consolidated Financial Statements | F-1 |
| 19 | Exhibits | Exhibits | 210 |
Table of Contents
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.