Vale S.A.

6-K 1 vale20261009_6k.htm 6-K

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the

Securities Exchange Act of 1934

For the month of

October 2026

Vale S.A.

Praia de Botafogo nº 186, 18º andar, Botafogo

22250-145 Rio de Janeiro, RJ, Brazil

(Address of principal executive office)

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

(Check One) Form 20-Fx Form 40-F¨

Clarification note Rio de Janeiro, October 9, 2026 - Vale S.A. ("Vale" or the "Company"), in light of recent media reports and unfounded statements shared on social media concerning its processes and the conduct of its management, and with a view to keeping its shareholders informed of certain facts relating to the Company, hereby provides the following clarifications regarding the application of the sanction to remove Mr. Marcelo Gasparino da Silva ("Marcelo Gasparino"), then a member and Vice-Chairman of Vale's Board of Directors (the "Board"), due to the deliberate disclosure of confidential information. As disclosed in the Material Fact dated July 22, 2026, the sanction applied by the Board followed recommendations from the Audit and Compliance Department and the Audit and Risk Committee and was based on an investigation conducted by an independent external law firm retained pursuant to a resolution of the Board, which demonstrated the intentional disclosure of internal, non-public information relating to the Board meeting held on June 19, 2026. As he was a member of the Board at the time, his removal from office would have been subject to shareholder confirmation. However, on July 27, 2026, Marcelo Gasparino informed the Company of his voluntary resignation from his positions as a member and Vice-Chairman of the Board, as disclosed by means of a Press Release. The Company reiterates that all decisions relating to such facts were made diligently and on a technical basis, based on the findings of the investigation conducted by an external law firm and in strict compliance with the Company's internal policies and rules. Throughout the investigation, Marcelo Gasparino had different opportunities to present his views to the team responsible for the investigation and to the other members of the Board, including at the meeting at which the application of the sanction was resolved upon. He chose, however, not to do so. The Company further clarifies that Marcelo Gasparino himself admitted, on two separate occasions, that he had sent an external market analyst a draft statement and vote authored by him: first, when he submitted his Resignation Letter to Vale; and subsequently, when he presented a statement on the matter at a Board meeting, which he recently made public. The Company also informs that it became aware of the initiation of an administrative proceeding by the Brazilian Securities and Exchange Commission (Comissao de Valores Mobiliarios - CVM) to investigate Marcelo Gasparino's conduct in connection with the facts described above and clarifies that Vale continues to provide all information requested by the CVM. In view of the repeated accusations intended to undermine the credibility of the Company and its management, the Company served notice on Marcelo Gasparino seeking to cause him to cease disseminating such false and defamatory information by any means, as set forth in the correspondence attached to this Note. Without prejudice to the foregoing, Vale will take measures to hold Marcelo Gasparino accountable in all applicable spheres and will adopt such other measures as may be appropriate to protect its rights and interests, particularly, but not exclusively, measures of a criminal nature, in view of the legal significance of the conduct highlighted herein. Finally, the Company informs that, on this date, it updated its Reference Form (FRE) to include additional information regarding the facts described herein, which is available in item 7.8 of the FRE. Vale reiterates its commitment to the highest standards of corporate governance, ethics and transparency and will keep the market duly informed of any relevant developments, in accordance with applicable regulations. Marcelo Feriozzi Bacci Executive Vice President, Finance and Investor Relations For further information, please contact: Vale.RI@vale.com Thiago Lofiego: thiago.lofiego@vale.com Luciana Oliveti: luciana.oliveti@vale.com Pedro Terra: pedro.terra@vale.com Patricia Tinoco: patricia.tinoco@vale.com This press release may include statements that present Vale’s expectations about future events or results. All statements, when based upon expectations about the future, involve various risks and uncertainties. Vale cannot guarantee that such statements will prove correct. These risks and uncertainties include factors related to the following: (a) the countries where we operate, especially Brazil and Canada; (b) the global economy; (c) the capital markets; (d) the mining and metals prices and their dependence on global industrial production, which is cyclical by nature; and (e) global competition in the markets in which Vale operates. To obtain further information on factors that may lead to results different from those forecast by Vale, please consult the reports Vale files with the U.S. Securities and Exchange Commission (SEC), the Brazilian Comissão de Valores Mobiliários (CVM) and in particular the factors discussed under “Forward-Looking Statements” and “Risk Factors” in Vale’s annual report on Form 20-F. Press Release 1 São Paulo, October 9, 2026. To Mr. Marcelo Gasparino da Silva Via e-mail Re: Extrajudicial Notice to Cease Conduct Harmful to Vale S.A. and Third Parties Dear Sir, In our capacity as legal counsels to Vale S.A. (“Vale” or the “Company”), we hereby serve you with notice as set forth below. Vale has become aware of repeated public statements made by you that distort the facts concerning recent events within the Company and have caused harm to the reputation, corporate image, and honor of Vale and its management and employees. Your conduct is particularly serious given the apparent retaliatory purpose in connection with the events that led to the justified application of your removal from the position you held in the Company's management, in compliance with the procedures established in the Misconduct Management Policy, as resolved by the Board of Directors (the “Board”) at its meeting held on July 22, 2026. It is clear that the objective is to attempt to divert the attention of the Company's stakeholders and the market from the extremely serious facts ascertained regarding the deliberate disclosure of confidential information to which you had access by virtue of such position. 2 As you are aware, the Board's resolution of July 22, 2026, was preceded by an independent external investigation, which established your responsibility for the intentional and improper disclosure of confidential information. During the investigation, you were afforded opportunities to provide clarification regarding the facts under investigation, which did not occur solely because of your refusal to do so. As a result of your decision to resign from your position as a Board member, at which time you admitted to disclosing information and, consequently, to engaging in conduct contrary to the Company's policies, the calling of the General Shareholders' Meeting to resolve on your removal became moot. From the moment you left office, you began publishing insinuations and unfounded accusations on social media, with the deliberate intent of unduly undermining the credibility of the Company and its management before its shareholders, investors, business partners, and the market in general, which is unacceptable and has caused harm. Vale hereby states that this willful conduct is incompatible with the position you held until recently and that Vale will seek to hold you liable not only in the civil sphere, but particularly in the criminal sphere, insofar as such conduct falls within the criminal offenses relating to honor, the inviolability of secrets, the capital markets, and the national financial system. A manager's duty of confidentiality with respect to information accessed in the performance of his or her duties remains in effect even after the end of his or her term of office; 3 accordingly, the acts committed violate duties established by law, and the Company will pursue the appropriate remedies to seek redress. In this context, Vale hereby notifies you that, notwithstanding the publications already made, you must immediately cease disseminating, by any means, method, or channel, or in any public forum, statements to the same or a similar effect, and must refrain from repeating them or causing them to be disseminated by third parties. Without prejudice to the foregoing, Vale will take measures to hold you liable in all applicable spheres and will adopt any other measures available to protect its rights and interests, particularly, but not exclusively, measures of a criminal nature, in view of the legal significance of the conduct highlighted herein. The Company fully reserves all of its rights and claims relating to the facts described in this Notice and any developments arising therefrom. Sincerely, VALE S.A. Pierpaolo Cruz Bottini OAB/SP 163.657 Luiz Antonio de S. Campos OAB/RJ 75.714 Pedro Oliveira da Costa OAB/RJ 97.550 Igor Sant’Anna Tamasauskas OAB/SP 375.519 7.8 Other relevant information Declaration of politically exposed person Except for the persons listed below, each of the members of the Board of Directors, Executive Committee and Fiscal Council listed in this item 7.3 has declared that they are not politically exposed persons, as defined in the applicable regulations: i. André Viana Madeira declared himself a politically exposed person due to holding the positions of (i) city councilor in Itabira – Minas Gerais – between 2017 and 2020; and (ii) President of the Metabase Union of Itabira (MG) and region (since 2022). ii. Anelise Quintão Lara declared herself a politically exposed person due to her position as Director of Refining and Natural Gas at Petrobras (March 2019 to January 2021). iii. Wilfred Theodoor Bruijn declared himself a politically exposed person due to his position as Honorary Consul of the Netherlands for the State of Minas Gerais (since 2017, with a mandate until 2027). iv. Jandaraci Ferreira de Araújo declared herself a politically exposed person due to holding the positions of (i) Undersecretary of Entrepreneurship, Micro, Small and Medium Enterprises; and (ii) Executive Officer of Banco do Povo Paulista - Government of the State of São Paulo (February 2019 to November 2020). Information on