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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

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 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 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, 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. OVERVIEW7
Business Overview8
Forward-looking Statements19
Risk Factors21
Risk Management36
II. INFORMATION ON THE COMPANY41
Lines of Business41
Reserves and Resources100
Regulatory Matters121
III. OPERATING AND FINANCIAL REVIEW AND PROSPECTS129
Overview129
Results of Operations133
Liquidity and Capital Resources140
IV. SHARE OWNERSHIP AND TRADING144
Major Shareholders144
Related Party Transactions145
Shareholder Remuneration147
Trading Markets148
Depositary Shares149
Purchases of Equity Securities by the Issuer and Affiliated Purchasers150
V. MANAGEMENT AND EMPLOYEES151
Management151
Management Compensation162
Employees167
VI. ADDITIONAL INFORMATION169
Legal Proceedings169
Bylaws181
Participative Shareholder´s Debentures187
Exchange Controls and Other Limitations Affecting Security Holders188
Taxation189
Controls and Procedures197
Corporate Governance199
Insider Trading Policy203
Cybersecurity204
Code of Conduct207
Principal Accountant Fees and Services208
Information Filed with Securities Regulators209
Exhibits210
Glossary211
Signatures215

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 Factors21
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—Capital Expenditures · 8; 209; 140
4B Business overview · Business Overview; Lines of Business; Reserves and Resources; Regulatory Matters · 8; 41; 100; 121
4C Organizational structureExhibit 8–
4D Property, plant and equipment · Lines of Business; Regulatory Matters; Liquidity and Capital Resources—Uses of Funds—Capital Expenditures · 41; 121; 140
4AUnresolved staff commentsNone–
5Operating and financial review and prospects
5A Operating resultsResults of Operations133
5B Liquidity and capital resourcesLiquidity and Capital Resources140
5C Research and development, patents and licenses, etc.Lines of Business41
5D Trend informationResults of Operations133
5E Critical accounting estimatesNot applicable–
6Directors, senior management and employees–
6A Directors and senior managementManagement151
6B CompensationManagement Compensation162
6C Board practicesManagement—Board of Directors151
6D EmployeesEmployees167
6E Share ownership · Major Shareholders; Management; Employees—Performance-Based Compensation · 144; 161; 168
6F Disclosure of a registrant’s action to recover erroneously awarded compensationNot applicable–
7Major shareholders and related party transactions
7A Major shareholdersMajor Shareholders144
7B Related party transactionsRelated Party Transactions145
7C Interests of experts and counselNot applicable–
8Financial information
8A Consolidated statements and other financial information · Consolidated Financial Statements · F-1
Shareholder Remuneration147
Legal Proceedings169
8B Significant changesResults of Operations133
9The offer and listing
9A Offer and listing detailsTrading Markets148
9B Plan of distributionNot applicable–
9C MarketsTrading Markets148
9D Selling shareholdersNot applicable–
9E DilutionNot applicable–
9F Expenses of the issueNot applicable–
10Additional information
10A Share capitalBylaws—Common Shares and Golden Shares181
10B Memorandum and articles of associationBylaws181

Table of Contents

10C Material contracts · Lines of Business; Results of Operations; Related Party Transactions · 41; 133; 145
10D Exchange controlsExchange Controls and Other Limitations Affecting Security Holders188
10E TaxationTaxation189
10F Dividends and paying agentsNot applicable–
10G Statement by expertsReserves and Resources100
10H Documents on displayInformation Filed with Securities Regulators209
10I Subsidiary informationNot applicable–
11Quantitative and qualitative disclosures about market riskRisk Management—Market Risk37
12Description of securities other than equity securities
12A Debt securitiesNot applicable–
12B Warrants and rightsNot applicable–
12C Other securitiesNot applicable–
12D American Depositary SharesDepositary Shares149
13Defaults, dividend arrearages and delinquenciesNot applicable–
14Material modifications to the rights of security holders and use of proceedsNot applicable–
15Controls and proceduresControls and Procedures197
16[Reserved]––
16AAudit Committee financial expertManagement—Audit and Risks Committee158
16BCode of ethicsCode of Conduct207
16CPrincipal accountant fees and servicesPrincipal Accountant Fees and Services208
16DExemptions from the listing standards for Audit CommitteesManagement—Audit and Risks Committee; Corporate Governance158; 200
16EPurchase of equity securities by the issuer and affiliated purchasersPurchases of Equity Securities by the Issuer and Affiliated Purchasers150
16FChange in registrant’s certifying accountantNot applicable–
16GCorporate governanceCorporate Governance199
16HMine safety disclosureNot applicable–
16IDisclosure Regarding Foreign Jurisdictions that Prevent InspectionsNot applicable–
16JInsider trading policiesInsider Trading Policy203
16KCybersecurityCybersecurity204
17Financial statementsNot applicable–
18Financial statementsConsolidated Financial StatementsF-1
19ExhibitsExhibits210

Table of Contents

ContentsView on SEC.gov

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