VALE 6-K
Vale S.A. (VALE)
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 2025
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-F x Form 40-F ¨

Contents

Report of independent registered
public accounting firm
To the shareholders and Board of Directors of
Vale S.A.
Results of review of interim
financial statements
We have reviewed the accompanying condensed consolidated interim statement of financial position of Vale S.A. and its subsidiaries (the "Company") as of September 30, 2025, and the related condensed consolidated interim income statement and statement of comprehensive income for the three-month and nine-month periods ended September 30, 2025 and September 30, 2024 and the condensed consolidated interim statements of changes in equity and cash flows for the nine-month periods ended September 30, 2025 and September 30, 2024, including the related notes (collectively referred to as the "interim financial statements"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with IAS 34 - Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB).
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of financial position of the Company as of December 31, 2024, and the related consolidated income statement, statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended (not presented herein), and in our report dated February 19, 2025, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated statement of financial position as of December 31, 2024, is fairly stated, in all material respects, in relation to the consolidated statement of financial position from which it has been derived.
Basis for review results
These interim financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Rio de Janeiro, October 30, 2025
/s/PricewaterhouseCoopers
Auditores Independentes Ltda.
| 3 |
|---|
Consolidated Interim Income Statement
In millions of United States dollars, except earnings per share
| Three-month<br>period ended September 30, | Nine-month<br>period ended September 30, | ||||
|---|---|---|---|---|---|
| Notes | 2025 | 2024 | 2025 | 2024 | |
| Net<br>operating revenue | 4(b) | 10,420 | 9,553 | 27,343 | 27,932 |
| Cost<br>of goods sold and services rendered | 5(a) | (6,632) | (6,281) | (18,168) | (17,997) |
| Gross<br>profit | 3,788 | 3,272 | 9,175 | 9,935 | |
| Operating<br>expenses | |||||
| Selling<br>and administrative | 5(b) | (158) | (139) | (434) | (416) |
| Research<br>and development | (151) | (192) | (433) | (537) | |
| Pre-operating<br>and operational stoppage | 25 | (50) | (89) | (211) | (272) |
| Impairment<br>and gains (losses) on disposal of non-current assets, net | 15(a),<br>16 and 17 | (370) | 1,144 | (755) | 2,148 |
| Other<br>operating expenses, net | 5(c) | (268) | (321) | (748) | (860) |
| Operating<br>income | 2,791 | 3,675 | 6,594 | 9,998 | |
| Financial<br>income | 6 | 148 | 129 | 376 | 316 |
| Financial<br>expenses | 6 | (396) | (373) | (1,182) | (1,077) |
| Other<br>financial items, net | 6 | (91) | (130) | 819 | (1,302) |
| Equity<br>results and other results in associates and joint ventures | 14<br>and 24 | 160 | (574) | 151 | (338) |
| Income<br>before income taxes | 2,612 | 2,727 | 6,758 | 7,597 | |
| Income<br>taxes | 7 | 83 | (336) | (532) | (750) |
| Net<br>income | 2,695 | 2,391 | 6,226 | 6,847 | |
| Net<br>income (loss) attributable to noncontrolling interests | 10 | (21) | 30 | (13) | |
| Net<br>income attributable to Vale S.A.'s shareholders | 2,685 | 2,412 | 6,196 | 6,860 | |
| Earnings<br>per share attributable to Vale S.A.'s shareholders | 8 | ||||
| Basic<br>and diluted earnings per share (US$) | 0.63 | 0.56 | 1.45 | 1.60 |
The accompanying notes are an integral part of these interim financial statements.
| 4 |
|---|
Consolidated Interim Statement of Comprehensive Income
In millions of United States dollars
| Three-month<br>period ended September 30, | Nine-month<br>period ended September 30, | ||||
|---|---|---|---|---|---|
| Notes | 2025 | 2024 | 2025 | 2024 | |
| Net<br>income | 2,695 | 2,391 | 6,226 | 6,847 | |
| Other<br>comprehensive income (loss): | |||||
| Items<br>that will not be reclassified to income statement | |||||
| Translation<br>adjustments of the Parent Company | 1,019 | 764 | 5,576 | (4,475) | |
| Retirement<br>benefit obligations | (12) | (20) | 40 | 24 | |
| 1,007 | 744 | 5,616 | (4,451) | ||
| Items<br>that may be reclassified to income statement | |||||
| Translation<br>adjustments of foreign operations | (546) | (88) | (1,409) | 1,293 | |
| Net<br>investment hedge | 18(a.iv) | 73 | 35 | 359 | (223) |
| Reclassification<br>of cumulative translation adjustment to income statement (i) | – | (136) | 10 | (1,133) | |
| (473) | (189) | (1,040) | (63) | ||
| Comprehensive<br>income | 3,229 | 2,946 | 10,802 | 2,333 | |
| Comprehensive<br>income (loss) attributable to noncontrolling interests | (3) | 4 | 124 | 11 | |
| Comprehensive<br>income attributable to Vale S.A.'s shareholders | 3,232 | 2,942 | 10,678 | 2,322 |
(i) In the nine-month period ended September 30, 2024, the effect refers substantially to the reclassification of accumulated translation adjustments of Vale Oman Distribution Center and PT Vale Indonesia Tbk, in the amounts of US$112 and US$1,063, respectively (notes 15b and 15c).
Items above are stated net of tax, when applicable, and the related taxes effects are disclosed in note 7.
The accompanying notes are an integral part of these interim financial statements.
| 5 |
|---|
Consolidated Interim Statement of Cash Flows
In millions of United States dollars
| Nine-month<br>period ended September 30, | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| Cash<br>flow from operations | 9(a) | 9,039 | 9,589 |
| Interest<br>on loans and borrowings paid | 9(c) | (694) | (644) |
| Cash<br>received on settlement of derivatives, net | 18 | 376 | 94 |
| Payments<br>related to the Brumadinho event | 23 | (594) | (588) |
| Payments<br>related to de-characterization of dams | 25 | (272) | (405) |
| Interest<br>on participative shareholders' debentures paid | 20 | (131) | (149) |
| Income<br>taxes (including settlement program) paid | (1,622) | (1,443) | |
| Net<br>cash generated by operating activities | 6,102 | 6,454 | |
| Cash<br>flow from investing activities: | |||
| Acquisition<br>of property, plant and equipment and intangible assets | (3,817) | (4,121) | |
| Payments<br>related to the Samarco dam failure | 24 | (2,122) | (304) |
| Cash<br>received (paid) from disposal and acquisition of investments, net | 9(b) | 1,006 | 2,717 |
| Dividends<br>received from associates and joint ventures | 138 | 54 | |
| Short-term<br>investment, net | 194 | 51 | |
| Other<br>investing activities, net | (9) | (4) | |
| Net<br>cash used in investing activities | (4,610) | (1,607) | |
| Cash<br>flow from financing activities: | |||
| Loans<br>and borrowings from third parties | 9(c) | 4,298 | 2,922 |
| Payments<br>of loans and borrowings to third parties | 9(c) | (1,431) | (2,176) |
| Payments<br>of leasing | 22 | (105) | (133) |
| Dividends<br>and interest on capital paid to Vale S.A.’s shareholders | 28(d) | (3,464) | (3,914) |
| Shares<br>buyback program | 28(c) | – | (409) |
| Net<br>cash used in financing activities | (702) | (3,710) | |
| Net<br>increase in cash and cash equivalents | 790 | 1,137 | |
| Cash<br>and cash equivalents in the beginning of the period | 4,953 | 3,609 | |
| Effect<br>of exchange rate changes on cash and cash equivalents | 274 | (225) | |
| Effect<br>of transfer the Energy Assets to non-current assets held for sale and others | (115) | 75 | |
| Cash<br>and cash equivalents at end of the period | 5,902 | 4,596 |
The accompanying notes are an integral part of these interim financial statements.
| 6 |
|---|
Consolidated Interim Statement of Financial Position
In millions of United States dollars
| Notes | September<br>30, 2025 | December<br>31, 2024 | |
|---|---|---|---|
| Assets | |||
| Current<br>assets | |||
| Cash<br>and cash equivalents | 19 | 5,902 | 4,953 |
| Short-term<br>investments | 19 | 189 | 53 |
| Accounts<br>receivable | 10 | 2,506 | 2,358 |
| Other<br>financial assets | 13 | 626 | 53 |
| Inventories | 11 | 5,567 | 4,605 |
| Recoverable<br>taxes | 7(e) | 1,232 | 1,100 |
| Other | 464 | 359 | |
| 16,486 | 13,481 | ||
| Non-current<br>assets | |||
| Judicial<br>deposits | 26(c) | 638 | 537 |
| Other<br>financial assets | 13 | 416 | 231 |
| Recoverable<br>taxes | 7(e) | 1,771 | 1,297 |
| Deferred<br>income taxes | 7(b) | 8,891 | 8,244 |
| Other | 1,590 | 1,317 | |
| 13,306 | 11,626 | ||
| Investments<br>in associates and joint ventures | 14 | 5,167 | 4,547 |
| Intangibles | 16 | 10,935 | 10,514 |
| Property,<br>plant, and equipment | 17 | 45,296 | 39,984 |
| 74,704 | 66,671 | ||
| Total<br>assets | 91,190 | 80,152 | |
| Liabilities<br>and shareholders equity | |||
| Current<br>liabilities | |||
| Suppliers<br>and contractors | 12 | 5,651 | 4,234 |
| Loans<br>and borrowings | 21 | 470 | 1,020 |
| Leases | 22 | 175 | 147 |
| Other<br>financial liabilities | 13 | 996 | 1,543 |
| Taxes<br>payable | 7(e) | 576 | 574 |
| Settlement<br>program ("REFIS") | 7(c) | 430 | 353 |
| Liabilities<br>related to Brumadinho | 23 | 814 | 714 |
| Liabilities<br>related to associates and joint ventures | 24 | 1,188 | 1,844 |
| De-characterization<br>of dams and asset retirement obligations | 25 | 938 | 833 |
| Provisions<br>for litigation | 26(a) | 148 | 119 |
| Employee<br>benefits | 27 | 1,012 | 1,012 |
| Dividends<br>payable | – | 330 | |
| Other | 926 | 367 | |
| 13,324 | 13,090 | ||
| Non-current<br>liabilities | |||
| Loans<br>and borrowings | 21 | 17,373 | 13,772 |
| Leases | 22 | 525 | 566 |
| Participative<br>shareholders' debentures | 20 | 2,669 | 2,217 |
| Other<br>financial liabilities | 13 | 2,168 | 2,347 |
| Settlement<br>program ("REFIS") | 7(c) | 905 | 1,007 |
| Deferred<br>income taxes | 7(b) | 66 | 445 |
| Liabilities<br>related to Brumadinho | 23 | 1,146 | 1,256 |
| Liabilities<br>related to associates and joint ventures | 24 | 1,213 | 1,819 |
| De-characterization<br>of dams and asset retirement obligations | 25 | 5,134 | 4,930 |
| Provisions<br>for litigation | 26(a) | 912 | 894 |
| Employee<br>benefits | 27 | 1,212 | 1,118 |
| Streaming<br>transactions | 1,988 | 1,882 | |
| Other | 274 | 281 | |
| 35,585 | 32,534 | ||
| Total<br>liabilities | 48,909 | 45,624 | |
| Equity | 28 | ||
| Equity<br>attributable to Vale S.A.'s shareholders | 41,038 | 33,406 | |
| Equity<br>attributable to noncontrolling interests | 1,243 | 1,122 | |
| Total<br>equity | 42,281 | 34,528 | |
| Total<br>liabilities and equity | 91,190 | 80,152 |
The accompanying notes are an integral part of these interim financial statements.
| 7 |
|---|
Consolidated Interim Statement of Changes in Equity
In millions of United States dollars
| Notes | Share<br>capital | Capital<br>reserve | Profit<br>reserves | Treasury<br>shares | Other<br>reserves | Cumulative<br>translation adjustments | Retained<br>earnings | Equity<br>attributable to Vale S.A.’s shareholders | Equity<br>attributable to noncontrolling interests | Total<br>equity | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance<br>as of December 31, 2024 | 61,614 | 1,139 | 18,676 | (3,911) | (729) | (43,383) | – | 33,406 | 1,122 | 34,528 | |
| Net<br>income | – | – | – | – | – | – | 6,196 | 6,196 | 30 | 6,226 | |
| Other<br>comprehensive income | – | – | 2,804 | – | 69 | 1,597 | – | 4,470 | 94 | 4,564 | |
| Dividends<br>and interest on capital of Vale S.A.'s shareholders | 28(c) | – | – | (1,596) | – | – | – | (1,448) | (3,044) | (3) | (3,047) |
| Transaction<br>with noncontrolling interests | – | – | – | – | (11) | – | – | (11) | – | (11) | |
| Share-based<br>payment program | 27(a) | – | – | – | 1 | 20 | – | – | 21 | – | 21 |
| Balance<br>as of September 30, 2025 | 61,614 | 1,139 | 19,884 | (3,910) | (651) | (41,786) | 4,748 | 41,038 | 1,243 | 42,281 | |
| Balance<br>as of December 31, 2023 | 61,614 | 1,139 | 21,877 | (3,504) | (1,774) | (39,891) | - | 39,461 | 1,520 | 40,981 | |
| Net<br>income | – | – | – | – | – | – | 6,860 | 6,860 | (13) | 6,847 | |
| Other<br>comprehensive income | – | – | (2,174) | – | 55 | (2,419) | – | (4,538) | 24 | (4,514) | |
| Dividends<br>and interest on capital of Vale S.A.'s shareholders | 28(c) | – | – | (2,364) | – | – | – | (1,608) | (3,972) | – | (3,972) |
| Transaction<br>with noncontrolling interests (i) | – | – | – | – | 895 | – | 895 | (114) | 781 | ||
| Shares<br>buyback program | 28(b) | – | – | – | (409) | – | – | – | (409) | – | (409) |
| Share-based<br>payment program | 27(a) | – | – | – | 2 | (4) | – | – | (2) | – | (2) |
| Balance<br>as of September 30, 2024 | 61,614 | 1,139 | 17,339 | (3,911) | (828) | (42,310) | 5,252 | 38,295 | 1,417 | 39,712 |
(i) The effect on equity attributable to noncontrolling interests includes the derecognition of noncontrolling shareholders of PT Vale Indonesia Tbk in the amount of US$1,628 (note 15c) and the recognition of noncontrolling shareholders of Vale Base Metals Limited in the amount of US$1,514 (note 15d).
The accompanying notes are an integral part of these interim financial statements.
| 8 | |
|---|---|
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | |
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Vale S.A. (the “Parent Company”) is a public company headquartered in the city of Rio de Janeiro, Brazil. Vale’s share capital consists of common shares, traded on the stock exchange.
In Brazil, Vale's common shares are listed on B3 under the code VALE3. The Company also has American Depositary Receipts (ADRs), with each representing one common share, traded on the New York Stock Exchange (NYSE) under the code VALE. Additionally, the shares are traded on LATIBEX under the code XVALO, which is an unregulated electronic market established by the Madrid Stock Exchange for the trading of Latin American securities. The Company's shareholding structure is disclosed in note 28.
Vale, together with its subsidiaries (“Vale” or the “Company”), is one of the world's largest producers of iron ore and nickel. The Company also produces iron ore pellets and copper. Nickel and copper concentrates contain by-products such as platinum group metals (PGM), gold, silver, and cobalt. Most of the Company’s products are sold to international markets, through the Company's main trading Company, Vale International S.A. (“VISA”), a wholly owned subsidiary located in Switzerland.
The Company is engaged in greenfield mineral exploration in six countries, including Brazil, USA, Canada, Chile, Peru and Indonesia. It also operates extensive logistics systems in Brazil, Oman and other regions worldwide, including railways, maritime terminals, and ports integrated with mining operations. Additionally, the Company has distribution centers to support its iron ore shipments globally.
Vale also holds investments in energy businesses to meet part of its energy consumption needs through renewable sources.
The Company's operations are organized into two operational segments: "Iron Solutions" and "Energy Transition Metals" (note 4).
Iron Solutions – Comprise iron ore extraction and iron ore pellets and briquettes production.
| • | Iron ore. Currently,<br>Vale operates three systems in Brazil for the production and distribution of iron ore. The Northern System (Carajás, State of Pará,<br>Brazil) is fully integrated and comprises three mining complexes, a railway and a maritime terminal. The Southeast System (Quadrilátero<br>Ferrífero, Minas Gerais, Brazil) is fully integrated, consisting of three mining complexes, a railway, a maritime terminal, and<br>a port. The Southern System (Quadrilátero Ferrífero, Minas Gerais, Brazil) consists of two mining complexes and two maritime<br>terminals. |
|---|---|
| • | Iron<br>ore pellets and other ferrous product.<br>Currently, Vale has a diversified portfolio of agglomerates, which includes iron ore pellets and briquettes. Vale operates eight pelletizing<br>plants in Brazil and two in Oman. |
| --- | --- |
Energy Transition Metals – Includes the production of nickel, copper and its by-products.
| • | Nickel.<br>The Company's primary nickel operations<br>are conducted by Vale Canada Limited ("Vale Canada"), which owns mines and processing plants in Canada and Brazil and nickel<br>refining facilities in the United Kingdom and Japan. Vale also holds investments in nickel operations in Indonesia. |
|---|---|
| • | Copper.<br>In Brazil, Vale produces copper concentrates at Sossego<br>and Salobo operations, in Carajás, State of Pará. In Canada, Vale produces copper concentrates and copper cathodes associated<br>with its nickel mining operations in Sudbury (located in Ontario) and Voisey’s Bay (located in Newfoundland and Labrador). |
| --- | --- |
| • | Other<br>Energy Transition Metals. The<br>ore extracted by Vale Canada in Sudbury yields cobalt, PGMs (Platinum Group Metals), silver, and gold as by-products, which are processed<br>at refining facilities in Port Colborne, Ontario. In Canada, Vale also produces refined cobalt at its Long Harbour facilities in Newfoundland<br>and Labrador. The copper operations in Sossego and Salobo in Brazil also yield silver and gold as by-products. |
| --- | --- |
2. Basis of preparation of condensed consolidated interim financial statements
The condensed consolidated interim financial statements of the Company (“interim financial statements”) have been prepared and are being presented in accordance with IAS 34 - Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). All material information for the interim financial statements, and only this information, are presented and consistent to those used by the Company's Management.
| 9 | |
|---|---|
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | |
| --- |
The interim financial statements have been prepared to update users on the relevant events and transactions that occurred in the period and must be read together with the financial statements for the year ended December 31, 2024. All accounting policies, accounting estimates and judgments, risk management and measurement methods are the same as those adopted in the preparation of the latest annual financial statements.
These interim financial statements were authorized for issue by the Board of Directors on October 30, 2025.
a) Functional currency and presentation currency
The interim financial statements of the Company and its associates and joint ventures are measured using the currency of the primary economic environment in which each entity operates (“functional currency”), in the case of the Parent Company it is the Brazilian real (“R$”). For presentation purposes, these interim financial statements are presented in the United States dollars (“US$”) as the Company believes that this is how international investors analyze the financial statements.
The main exchange rates used by the Company to translate its foreign operations are as follows:
| Average<br>rate | ||||||
|---|---|---|---|---|---|---|
| Closing<br>rate | Three-month<br>period ended September 30, | Nine-month<br>period ended<br><br>September<br>30, | ||||
| September<br>30, 2025 | December<br>31, 2024 | 2025 | 2024 | 2025 | 2024 | |
| US<br>Dollar ("US$") | 5.3186 | 6.1923 | 5.4488 | 5.5454 | 5.6502 | 5.2445 |
| Canadian<br>dollar ("CAD") | 3.8186 | 4.3047 | 3.9574 | 4.0660 | 4.0413 | 3.8549 |
| Euro<br>("EUR") | 6.2414 | 6.4363 | 6.3679 | 6.0918 | 6.3188 | 5.7036 |
b) Tariffs applied by the United States of America
The Company is subject to external risk factors related to its operations and its customer portfolio and supply chain profile.
In February 2025, the President of the United States of America ("USA") signed an executive order imposing tariffs on products from several countries. The program establishes country-specific import tariffs, based on a minimum rate of 10%, a level at which Brazil was set.
In July 2025, the U.S. government issued an executive order that added a 40% tariff on top of the existing 10% rate applied to Brazil. However, this new 40% tariff was partially waived for various imports, including products exported by Vale to the U.S. market. Although the Company's sales to USA are not relevant, Vale is monitoring developments and, until this date the Company does not expect any significant effects on its operations or cash flows.
3. Significant events and transactions related to the three-month period ended September 30, 2025
| • | Participative shareholders’<br>debentures – In October 2025 (subsequent<br>event), Vale approved the proposal for the optional acquisition of up to all of the outstanding participative shareholders’ debentures.<br>The deadline for the debentures holders to manifest their sale intentions will close on October 31, 2025. Further details are presented<br>in note 20 of these interim financial statements. |
|---|---|
| • | Divestment of Aliança<br>Geração de Energia S.A. (“Aliança”) – In<br>September 2025, the Company completed the sale of a 70% stake in Aliança to Global Infrastructure Partners (“GIP”)<br>for US$871. As a result, Aliança became an associate, and Vale recognized a loss of US$89 in the income statement for the three-month<br>period ended September 30, 2025, as “Impairment and gains (losses) on disposal of non-current assets, net”. Further details<br>are presented in note 15(a) to these interim financial statements. |
| --- | --- |
| • | Shareholder remuneration<br>– In July 2025, the Board of Directors<br>approved shareholder remuneration in the amount of US$1,448 (R$8,091 million), which was paid in September 2025. Further details are presented<br>in note 28(c) of these interim financial statements. |
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| 10 | |
| --- | --- |
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | |
| --- |
4. Information by business segment and geographic area
The Company’s adjusted EBITDA is defined as operating income or loss, including the EBITDA from interests in associates and joint ventures; and excluding (i) depreciation, depletion, and amortization; and (ii) impairment and gains (losses) on disposal of non-current assets, net and other.
| Segment | Main activities |
|---|---|
| Iron Solutions | Comprises the extraction and production of iron ore, iron ore pellets, other ferrous products, and its logistic related services. |
| Energy Transition Metals | Includes the extraction and production of nickel and its by-products (gold, silver, cobalt, and other metals), and copper, as well as its by-products (gold and silver). |
In addition, unallocated items to the operating segment include corporate expenses, research and development of greenfield exploration projects, as well as expenses related to the Brumadinho event and de-characterization of dams and asset retirement obligations.
a) Adjusted EBITDA
| Three-month<br>period ended September 30, | Nine-month<br>period ended September 30, | ||||
|---|---|---|---|---|---|
| Notes | 2025 | 2024 | 2025 | 2024 | |
| Iron<br>ore | 3,418 | 2,844 | 8,147 | 8,422 | |
| Iron<br>ore pellets | 512 | 790 | 1,525 | 2,396 | |
| Other<br>ferrous products and logistics services | 42 | 97 | 164 | 259 | |
| Iron<br>Solutions | 3,972 | 3,731 | 9,836 | 11,077 | |
| Nickel | 114 | (66) | 356 | 59 | |
| Copper | 614 | 360 | 1,698 | 995 | |
| Other<br>Energy Transition Metals | (41) | (46) | (92) | (142) | |
| Energy Transition<br>Metals | 687 | 248 | 1,962 | 912 | |
| Unallocated<br>items (i) | (290) | (364) | (928) | (943) | |
| Adjusted<br>EBITDA | 4,369 | 3,615 | 10,870 | 11,046 | |
| Depreciation,<br>depletion and amortization | (761) | (748) | (2,245) | (2,255) | |
| Impairment<br>and gains (losses) on disposal of non-current assets, net and other (ii) | (525) | 1,050 | (1,245) | 1,905 | |
| EBITDA<br>from associates and joint ventures | (292) | (242) | (786) | (698) | |
| Operating<br>income | 2,791 | 3,675 | 6,594 | 9,998 | |
| Equity<br>results and other results in associates and joint ventures | 14 | 160 | (574) | 151 | (338) |
| Financial<br>results | 6 | (339) | (374) | 13 | (2,063) |
| Income<br>before income taxes | 2,612 | 2,727 | 6,758 | 7,597 |
(i) Includes income (expenses) from Vale Base Metals Limited that were not allocated to the operating segment in the amount of US$(15) and US$(89) for the three and nine-month period ended September 30, 2025, respectively. (2024: US$(20) and US$ (66), respectively).
(ii) Includes adjustments of US$155 and US$490 for the three and nine-month period ended September 30, 2025, respectively, (2024: US$ 94 and US$ 243, respectively), to reflect the performance of the streaming transactions at market prices.
| 11 | |
|---|---|
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | |
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b) Net operating revenue by business segment and geographic area
| Three-month<br>period ended September 30, 2025 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Iron<br>Solutions | Energy Transition<br>Metals | ||||||||
| Iron<br>ore | Iron<br>ore pellets | Other<br>ferrous products and logistics services | Total<br>Iron Solutions | Nickel | Copper | Other<br>Energy Transition Metals | Total<br>Energy Transition Metals | Net<br>operating revenue | |
| China<br>(i) | 5,431 | 14 | — | 5,445 | 118 | 117 | 15 | 250 | 5,695 |
| Japan | 467 | 75 | — | 542 | 78 | — | — | 78 | 620 |
| Asia,<br>except Japan and China | 694 | 67 | 10 | 771 | 140 | 180 | — | 320 | 1,091 |
| Brazil | 242 | 333 | 188 | 763 | 14 | — | 5 | 19 | 782 |
| United<br>States of America | — | 32 | — | 32 | 232 | — | 11 | 243 | 275 |
| Americas,<br>except United States and Brazil | — | 55 | — | 55 | 126 | — | — | 126 | 181 |
| Germany | 72 | 26 | — | 98 | 75 | 134 | — | 209 | 307 |
| Europe,<br>except Germany | 172 | 21 | — | 193 | 207 | 513 | 26 | 746 | 939 |
| Middle<br>East, Africa, and Oceania | — | 524 | — | 524 | 6 | — | — | 6 | 530 |
| Net<br>operating revenue | 7,078 | 1,147 | 198 | 8,423 | 996 | 944 | 57 | 1,997 | 10,420 |
| Three-month<br>period ended September 30, 2024 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Iron<br>Solutions | Energy Transition<br>Metals | ||||||||
| Iron<br>ore | Iron<br>ore pellets | Other<br>ferrous products and logistics services | Total<br>Iron Solutions | Nickel | Copper | Other<br>Energy Transition Metals | Total<br>Energy Transition Metals | Net<br>operating revenue | |
| China<br>(i) | 4,645 | – | – | 4,645 | 137 | 94 | – | 231 | 4,876 |
| Japan | 594 | 75 | – | 669 | 63 | – | – | 63 | 732 |
| Asia,<br>except Japan and China | 562 | 118 | 3 | 683 | 80 | 51 | – | 131 | 814 |
| Brazil | 254 | 435 | 184 | 873 | 15 | – | 9 | 24 | 897 |
| United<br>States of America | – | 25 | – | 25 | 264 | – | 2 | 266 | 291 |
| Americas,<br>except United States and Brazil | – | 113 | – | 113 | 56 | – | – | 56 | 169 |
| Germany | 83 | 61 | – | 144 | 83 | 186 | – | 269 | 413 |
| Europe,<br>except Germany | 143 | 50 | – | 193 | 197 | 339 | – | 536 | 729 |
| Middle<br>East, Africa, and Oceania | – | 625 | – | 625 | 7 | – | – | 7 | 632 |
| Net<br>operating revenue | 6,281 | 1,502 | 187 | 7,970 | 902 | 670 | 11 | 1,583 | 9,553 |
(i) Includes operating revenue of China Mainland in the amount of US$5,604 (2024: US$4,770) and Taiwan in the amount of US$91 (2024: US$105).
| Nine-month period ended September 30, 2025 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Iron Solutions | Energy Transition Metals | ||||||||
| Iron ore | Iron ore pellets | Other ferrous products and logistics services | Total Iron Solutions | Nickel | Copper | Other Energy Transition metals | Total Energy Transition Metals | Net operating revenue | |
| China (i) | 13,242 | 14 | — | 13,256 | 316 | 305 | 33 | 654 | 13,910 |
| Japan | 1,466 | 134 | 1 | 1,601 | 184 | — | — | 184 | 1,785 |
| Asia, except Japan and China | 1,762 | 189 | 18 | 1,969 | 335 | 395 | 7 | 737 | 2,706 |
| Brazil | 724 | 1,036 | 542 | 2,302 | 53 | — | 16 | 69 | 2,371 |
| United States of America | — | 153 | — | 153 | 653 | — | 38 | 691 | 844 |
| Americas, except United States and Brazil | — | 149 | — | 149 | 400 | — | — | 400 | 549 |
| Germany | 231 | 97 | — | 328 | 343 | 546 | 6 | 895 | 1,223 |
| Europe, except Germany | 569 | 67 | — | 636 | 654 | 1,218 | 37 | 1,909 | 2,545 |
| Middle East, Africa, and Oceania | — | 1,367 | — | 1,367 | 43 | — | — | 43 | 1,410 |
| Net operating revenue | 17,994 | 3,206 | 561 | 21,761 | 2,981 | 2,464 | 137 | 5,582 | 27,343 |
| 12 | |||||||||
| --- | --- | ||||||||
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | |||||||||
| --- | |||||||||
| Nine-month<br>period ended September 30, 2024 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Iron<br>Solutions | Energy Transition<br>Metals | ||||||||
| Iron<br>ore | Iron<br>ore pellets | Other<br>ferrous products and logistics services | Total<br>Iron Solutions | Nickel | Copper | Other<br>Energy Transition Metals | Total<br>Energy Transition Metals | Net<br>operating revenue | |
| China<br>(i) | 13,190 | – | – | 13,190 | 311 | 442 | 29 | 782 | 13,972 |
| Japan | 1,824 | 227 | 1 | 2,052 | 289 | – | – | 289 | 2,341 |
| Asia,<br>except Japan and China | 1,536 | 269 | 8 | 1,813 | 234 | 89 | – | 323 | 2,136 |
| Brazil | 856 | 1,366 | 501 | 2,723 | 35 | – | 13 | 48 | 2,771 |
| United<br>States of America | – | 128 | – | 128 | 638 | – | 22 | 660 | 788 |
| Americas,<br>except United States and Brazil | – | 341 | – | 341 | 320 | 101 | – | 421 | 762 |
| Germany | 240 | 145 | – | 385 | 260 | 380 | – | 640 | 1,025 |
| Europe,<br>except Germany | 649 | 102 | – | 751 | 496 | 937 | 21 | 1,454 | 2,205 |
| Middle<br>East, Africa, and Oceania | 7 | 1,903 | – | 1,910 | 22 | – | – | 22 | 1,932 |
| Net<br>operating revenue | 18,302 | 4,481 | 510 | 23,293 | 2,605 | 1,949 | 85 | 4,639 | 27,932 |
(i) Includes operating revenue of China Mainland in the amount of US$ 13,635 (2024: US$13,438) and Taiwan in the amount of US$275 (2024: US$534).
No customer individually represented 10% or more of the Company’s revenues in the periods presented above.
c) Costs of goods and services rendered by business segment
| Consolidated | ||||
|---|---|---|---|---|
| Three-month period ended September 30 | Nine-month period ended September 30, | |||
| 2025 | 2024 | 2025 | 2024 | |
| Iron Ore | 3,673 | 3,371 | 9,870 | 9,630 |
| Iron Ore Pellets | 677 | 747 | 1,813 | 2,191 |
| Other ferrous products and logistics services | 181 | 137 | 458 | 401 |
| Iron Solutions | 4,531 | 4,255 | 12,141 | 12,222 |
| Nickel | 871 | 937 | 2,559 | 2,441 |
| Copper | 437 | 366 | 1,178 | 1,086 |
| Other Energy Transition Metals | 60 | 11 | 135 | 95 |
| Energy Transition Metals | 1,368 | 1,314 | 3,872 | 3,622 |
| Depreciation, depletion and amortization | 733 | 712 | 2,155 | 2,153 |
| Cost of goods sold and services rendered | 6,632 | 6,281 | 18,168 | 17,997 |
d) Assets by geographic area
| September 30, 2025 | December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Investments in associates and joint ventures | Intangible | Property, plant and equipment | Total | Investments in associates and joint ventures | Intangible | Property, plant and equipment | Total | |
| Brazil | 2,715 | 9,219 | 33,848 | 45,782 | 2,046 | 8,847 | 28,706 | 39,599 |
| Canada | — | 1,715 | 9,665 | 11,380 | — | 1,666 | 9,452 | 11,118 |
| Americas, except Brazil and Canada | — | — | 4 | 4 | — | — | 3 | 3 |
| Indonesia | 1,867 | — | 64 | 1,931 | 1,885 | — | 61 | 1,946 |
| China | — | 1 | 3 | 4 | — | 1 | 4 | 5 |
| Asia, except Indonesia and China | — | — | 639 | 639 | — | — | 654 | 654 |
| Europe | — | — | 580 | 580 | — | — | 589 | 589 |
| Oman | 585 | — | 493 | 1,078 | 616 | — | 515 | 1,131 |
| Total | 5,167 | 10,935 | 45,296 | 61,398 | 4,547 | 10,514 | 39,984 | 55,045 |
| 13 | ||||||||
| --- | --- | |||||||
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | ||||||||
| --- |
5. Costs and expenses by nature
a) Cost of goods sold, and services rendered
| Three-month period ended September 30, | Nine-month period ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Services | 1,297 | 1,136 | 3,515 | 3,367 |
| Freight | 1,358 | 1,312 | 3,521 | 3,434 |
| Depreciation, depletion and amortization | 733 | 713 | 2,155 | 2,154 |
| Personnel | 743 | 707 | 2,126 | 1,943 |
| Materials | 756 | 698 | 2,099 | 2,059 |
| Acquisition of products | 693 | 588 | 1,876 | 1,458 |
| Royalties | 343 | 325 | 908 | 961 |
| Fuel, oil and gas | 302 | 338 | 856 | 1,070 |
| Energy | 156 | 168 | 416 | 494 |
| Others | 251 | 296 | 696 | 1,057 |
| Total | 6,632 | 6,281 | 18,168 | 17,997 |
b) Selling and administrative expenses
| Three-month period ended September 30, | Nine-month period ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Personnel | 65 | 51 | 186 | 170 |
| Services | 40 | 37 | 100 | 116 |
| Depreciation and amortization | 16 | 14 | 47 | 33 |
| Other | 37 | 37 | 101 | 97 |
| Total | 158 | 139 | 434 | 416 |
c) Other operating expenses, net
| Three-month<br>period ended September 30, | Nine-month<br>period ended September 30, | ||||
|---|---|---|---|---|---|
| Notes | 2025 | 2024 | 2025 | 2024 | |
| Expenses<br>related to Brumadinho event | 23 | (78) | (126) | (278) | (297) |
| Reversal<br>in provisions related to de-characterization of dam and asset decommissioning obligation, net | 25 | 56 | 6 | 109 | 147 |
| Provision<br>for litigations | 26(a) | (128) | (40) | (219) | (144) |
| Profit<br>sharing program | (32) | (25) | (95) | (150) | |
| Expenses<br>related to socio-environmental commitments | (28) | (66) | (76) | (112) | |
| Others | (58) | (70) | (189) | (304) | |
| Total | (268) | (321) | (748) | (860) | |
| 14 | |||||
| --- | --- | ||||
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | |||||
| --- |
| Three-month<br>period ended September 30, | Nine-month<br>period ended September 30, | ||||
|---|---|---|---|---|---|
| Notes | 2025 | 2024 | 2025 | 2024 | |
| Financial<br>income | |||||
| Shortterm<br>investments | 120 | 86 | 313 | 242 | |
| Other | 28 | 43 | 63 | 74 | |
| 148 | 129 | 376 | 316 | ||
| Financial<br>expenses | |||||
| Loans<br>and borrowings interest | 9(c) | (258) | (197) | (708) | (566) |
| Bond<br>premium repurchase | 9(c) | – | (50) | (44) | (50) |
| Interest<br>on supplier finance arrangements | (14) | (41) | (96) | (131) | |
| Interest<br>on REFIS | (23) | (21) | (65) | (72) | |
| Taxes<br>on financial income | (18) | (6) | (54) | (23) | |
| Banking<br>expenses | (22) | (13) | (49) | (88) | |
| Interest<br>on lease liabilities | 22 | (8) | (13) | (24) | (41) |
| Other | (53) | (32) | (142) | (106) | |
| (396) | (373) | (1,182) | (1,077) | ||
| Other<br>financial items, net | |||||
| Foreign<br>exchange and indexation losses, net | (195) | (286) | (519) | (912) | |
| Participative<br>shareholders' debentures | 20 | (149) | 92 | (228) | 15 |
| Derivative<br>financial instruments, net | 18 | 253 | 64 | 1,566 | (405) |
| (91) | (130) | 819 | (1,302) | ||
| Total | (339) | (374) | 13 | (2,063) |
In December 2021, the Organization for Economic Co-operation and Development (“OECD”) released the Pillar Two model rules to reform international corporate taxation. Multinational economic groups within the scope of these rules are required to calculate their effective tax rate in each country where they operate, the “GloBE effective tax rate”.
When the effective GloBE rate of any entity in the economic group, aggregated by jurisdiction where the group operates, is lower than the minimum rate defined at 15%, the multinational group must pay a supplementary amount of tax on profit, referring to the difference between its rate effective GloBE and the minimum tax rate.
The Company is subject to OECD Pillar Two model rules in Australia, Brazil, Canada, Indonesia, Japan, Luxembourg, Malaysia, Netherlands, Singapore, Switzerland and United Kingdom. Therefore, the impacts from Pilar Two are already being considered on the calculation of income tax for these jurisdictions.
However, the Company does not expect material impacts on the calculation of income tax or on the financial statements for the current and future periods, from the application of the Pillar Two rules currently in effect.
The Company applied the relief from the requirement to recognize and disclose deferred taxes arising from enacted or substantively enacted tax law that implements the Pillar Two model rule, according to IAS 12 – Income taxes.
a) Income tax reconciliation
Income tax expense is recognized based on the estimate of the weighted average effective tax rate expected for the full year, adjusted for the tax effect of certain items that are recognized in full on the interim tax calculation. Therefore, the effective tax rate in the interim financial statements may differ from management’s estimate of the effective tax rate for the year. The reconciliation of the taxes calculated according to the nominal tax rates and the amount of taxes recorded is shown below:
| 15 | |||||
|---|---|---|---|---|---|
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | |||||
| --- | |||||
| Three-month<br>period ended September 30, | Nine-month<br>period ended September 30, | ||||
| --- | --- | --- | --- | --- | --- |
| Notes | 2025 | 2024 | 2025 | 2024 | |
| Income<br>before income taxes | 2,612 | 2,727 | 6,758 | 7,597 | |
| Income<br>taxes at statutory rate (34%) | (888) | (927) | (2,298) | (2,583) | |
| Adjustments<br>that affect the taxes basis: | |||||
| Tax<br>incentives | 300 | 258 | 842 | 705 | |
| Interest<br>on capital | 275 | 190 | 724 | 510 | |
| Addition<br>of tax loss carryforward related to prior periods | 150 | 237 | 272 | 450 | |
| Unrecognized<br>tax losses of the current period | (10) | (23) | (81) | (88) | |
| Provision<br>related to the Samarco | 24 | (11) | (336) | (114) | (345) |
| Tax<br>effects arising from divestments and acquisitions, net | 15 | 12 | 331 | (122) | 689 |
| Equity<br>results | 49 | 27 | 101 | 88 | |
| Effects<br>on tax computation of foreign operations | 23 | (97) | (55) | (117) | |
| Deduction<br>of CSLL in Brazil | 7(d) | 128 | – | 128 | – |
| Other | 55 | 4 | 71 | (59) | |
| Income<br>taxes | 83 | (336) | (532) | (750) | |
| Current<br>tax | 294 | (320) | (177) | (1,692) | |
| Deferred<br>tax | (211) | (16) | (355) | 942 | |
| Income<br>taxes | 83 | (336) | (532) | (750) |
b) Deferred income tax assets and liabilities
| Notes | Assets | Liabilities | Deferred<br>taxes, net | |
|---|---|---|---|---|
| Balance<br>as of December 31, 2024 | 8,244 | 445 | 7,799 | |
| Effect<br>in income statement | (413) | (82) | (331) | |
| Other<br>comprehensive income | – | – | – | |
| Transfer<br>between assets and liabilities | (65) | (65) | – | |
| Translation<br>adjustment | 1,135 | 63 | 1,072 | |
| Transfer<br>to held for sale (Energy Assets) | 15(a) | (10) | (295) | 285 |
| Balance<br>as of September 30, 2025 | 8,891 | 66 | 8,825 | |
| Balance<br>as of December 31, 2023 | 9,565 | 870 | 8,695 | |
| Effect<br>in income statement | 729 | (213) | 942 | |
| Other<br>comprehensive income | 519 | 7 | 512 | |
| Transfer<br>between assets and liabilities | 58 | 58 | – | |
| Translation<br>adjustment | (992) | (64) | (928) | |
| Incorporations,<br>acquisitions and divestments | (4) | 308 | (312) | |
| Balance<br>as of September 30, 2024 | 9,875 | 966 | 8,909 |
c) Income taxes - Settlement program (“REFIS”)
| September<br>30, 2025 | December<br>31, 2024 | |
|---|---|---|
| Current<br>liabilities | 430 | 353 |
| Non-current<br>liabilities | 905 | 1,007 |
| REFIS<br>liabilities | 1,335 | 1,360 |
| SELIC<br>rate | 15.00 % | 12.25 % |
The balance mainly relates to the settlement program of claims regarding the collection of income tax and social contribution on equity gains of foreign subsidiaries and associates from 2003 to 2012. This amount bears SELIC interest rate (Special System for Settlement and Custody) and will be paid in monthly installments until October 2028 and the impact of the SELIC over the liability is recorded under the Company’s financial results (note 6).
| 16 | |
|---|---|
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | |
| --- |
d) Uncertain tax positions (“UTP”)
The amount under discussion with the tax authorities is US$7,623 as of September 30, 2025 (December 31, 2024: US$5,939), which may reduce tax losses by US$694 as of September 30, 2025 (December 31, 2024: US$596), if the tax authority does not accept the tax treatment adopted by the Company in relation to these matters.
| September<br>30, 2025 | December<br>31, 2024 | |||||
|---|---|---|---|---|---|---|
| Assessed<br>(i) | Potential<br>(ii) | Total | Assessed<br>(i) | Potential<br>(ii) | Total | |
| UTPs<br>not recorded on statement of financial position (iii) | ||||||
| Transfer<br>pricing over the exportation of ores to a foreign subsidiary | 4,193 | 1,898 | 6,091 | 3,387 | 1,608 | 4,995 |
| Expenses<br>of interest on capital | 1,571 | – | 1,571 | 1,262 | – | 1,262 |
| Proceeding<br>related to income tax paid abroad | 525 | – | 525 | 427 | – | 427 |
| Goodwill<br>amortization | 927 | 80 | 1,007 | 743 | 62 | 805 |
| Payments<br>to Renova Foundation (iv) | 707 | 287 | 994 | 301 | 351 | 652 |
| Other | 393 | – | 393 | 415 | – | 415 |
| 8,316 | 2,265 | 10,581 | 6,535 | 2,021 | 8,556 | |
| UTPs<br>recorded on statement of financial position | ||||||
| Deduction<br>of CSLL in Brazil (v) | – | – | – | 154 | – | 154 |
| – | – | – | 154 | – | 154 |
(i) Includes the tax effects arising from the reduction of the tax losses and negative basis of the CSLL without fines and interest.
(ii) Includes the principal, without fines and interest.
(iii) Based on the assessment of its internal and external legal advisors, the Company believes that the tax treatment adopted for these matters will be accepted in decisions of the higher courts on last instance.
(iv) In October 2025 (subsequent event), the Company received a tax assessment notice related to the 2020 fiscal year, in the amount of US$334.
(v) Based on an administrative decision issued by the Brazilian Administrative Council of Tax Appeals (CARF) in July 2025, the amount was partially settled (US$56), while the remaining balance (US$128) was reversed from liabilities, impacting the “income taxes” line in the results for the three- and nine-month periods ended September 30, 2025.
e) Recoverable and taxes payables
| Consolidated | ||||||
|---|---|---|---|---|---|---|
| Current<br>assets | Non-current<br>assets | Current<br>liabilities | ||||
| September<br>30, 2025 | December<br>31, 2024 | September<br>30, 2025 | December<br>31, 2024 | September<br>30, 2025 | December<br>31, 2024 | |
| Value-added<br>tax ("ICMS") | 277 | 260 | 19 | 3 | 61 | 34 |
| Brazilian<br>federal contributions ("PIS" and "COFINS") | 175 | 266 | 1,251 | 975 | 3 | 12 |
| Income<br>taxes | 766 | 564 | 501 | 319 | 311 | 317 |
| Financial<br>compensation for the exploration of mineral resources ("CFEM") | – | – | – | – | 69 | 63 |
| Other | 14 | 10 | – | – | 132 | 148 |
| Total | 1,232 | 1,100 | 1,771 | 1,297 | 576 | 574 |
8. Basic and diluted earnings per share
The basic and diluted earnings per share are presented below:
| Three-month<br>period ended September 30, | Nine-month<br>period ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Net<br>income attributable to Vale S.A.'s shareholders | 2,685 | 2,412 | 6,196 | 6,860 |
| Thousands<br>of shares | ||||
| Weighted<br>average number of common shares outstanding | 4,268,779 | 4,269,495 | 4,268,773 | 4,276,804 |
| Weighted<br>average number of common shares outstanding and potential ordinary shares | 4,274,808 | 4,274,508 | 4,274,801 | 4,281,816 |
| Basic<br>and diluted earnings per share (US$) | 0.63 | 0.56 | 1.45 | 1.60 |
| 17 | ||||
| --- | --- | |||
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | ||||
| --- |
a) Cash flow from operating activities
| Nine-month<br>period ended September 30, | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| Cash<br>flow from operating activities: | |||
| Income<br>before income taxes | 6,758 | 7,597 | |
| Adjusted<br>for: | |||
| Equity<br>results and other results in associates and joint ventures | 14 | (151) | 338 |
| Impairment<br>and gains (losses) on disposal of non-current assets, net | 15(a),<br>15(b), 16 and 17 | 755 | (2,148) |
| Changes<br>in estimates related to the provision of Brumadinho | 23 | 54 | 28 |
| Changes<br>in estimates related to the provision of de-characterization of dams | 25 | (118) | (131) |
| Depreciation,<br>depletion and amortization | 2,245 | 2,255 | |
| Financial<br>results, net | 6 | (13) | 2,063 |
| Changes<br>in assets and liabilities: | |||
| Accounts<br>receivable | 10 | (50) | 1,096 |
| Inventories | 11 | (727) | (606) |
| Suppliers<br>and contractors | 12 | 827 | 321 |
| Other<br>assets and liabilities, net | (541) | (1,224) | |
| Cash<br>flow from operations | 9,039 | 9,589 |
b) Cash flow from investing activities
| Nine-month<br>period ended September 30, | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| Proceeds<br>from partial disposal of Aliança shares | 15(a) | 1,006 | — |
| Cash<br>paid for the acquisition of Aliança shares | 15(a) | — | (493) |
| Proceeds<br>from partial disposal of VODC shares | 15(b) | — | 600 |
| Proceeds<br>from the partial disposal of PTVI shares | 15(c) | — | 155 |
| Proceeds<br>from the partial disposal of VBML shares | 15(d) | — | 2,455 |
| Cash<br>received (paid) from disposal and acquisition of investments, net | 1,006 | 2,717 |
c) Reconciliation of cash flows from liabilities arising from financing activities
| Quoted in the secondary market | Other debt contracts in Brazil | Other debt contracts on the international market | Total | |
|---|---|---|---|---|
| December 31, 2024 | 8,539 | 337 | 5,916 | 14,792 |
| Additions | 1,830 | – | 2,468 | 4,298 |
| Payments | (361) | (33) | (1,037) | (1,431) |
| Interest paid (i) | (375) | (21) | (298) | (694) |
| Cash flow from financing activities | 1,094 | (54) | 1,133 | 2,173 |
| Transfer to held for sale (Energy Assets) | (210) | (30) | – | (240) |
| Effect of exchange rate | 245 | 34 | 29 | 308 |
| Interest accretion | 542 | 12 | 256 | 810 |
| Non-cash changes | 577 | 16 | 285 | 878 |
| September 30, 2025 | 10,210 | 299 | 7,334 | 17,843 |
| December 31, 2023 | 7,474 | 250 | 4,747 | 12,471 |
| Additions | 1,000 | – | 1,922 | 2,922 |
| Payments | (1,024) | (35) | (1,117) | (2,176) |
| Interest paid (i) | (369) | (16) | (259) | (644) |
| Cash flow from financing activities | (393) | (51) | 546 | 102 |
| Effect of exchange rate | (12) | (25) | (1) | (38) |
| Interest accretion | 365 | 15 | 260 | 640 |
| Non-cash changes | 566 | 22 | 259 | 847 |
| September 30, 2024 | 7,647 | 221 | 5,552 | 13,420 |
(i) Classified as operating activities in the statement of cash flows.
| 18 | |
|---|---|
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | |
| --- |
Fundings in 2025
| • | In the third quarter<br>of 2025, the Company contracted loans of US$1,011 indexed to SOFR or LPR adjusted for spread adjustments with maturities between 2028<br>and 2030. |
|---|---|
| • | In the second quarter<br>of 2025, the Company (i) contracted loans of US$597, indexed to SOFR plus spread adjustments, with maturities between 2026 and 2030, and<br>(ii) issued debentures of US$1,080 (R$6 billion), indexed to IPCA plus 6.76% to 6.89% per year, paid semi-annually. The issuance was structured<br>in three series of R$2 billion each, maturing in 2032, 2035, and 2037. The proceeds will be used in infrastructure investment projects<br>related to railway concessions. |
| --- | --- |
| • | In the first quarter<br>of 2025, the Company (i) contracted loans of US$861 indexed to SOFR plus spread adjustments with maturities between 2026 and 2029, and<br>(ii) issued bonds of US$750 with a coupon of 6.40% per year, payable semi-annually, and maturing in 2054. |
| --- | --- |
Payments in 2025
| • | In the third quarter<br>of 2025, the Company settled loans of US$449. |
|---|---|
| • | In April 2025, the<br>Company paid interest on debentures in the amount of US$28. |
| --- | --- |
| • | In March 2025, the<br>Company settled loans of US$150 and redeemed notes maturing in 2034, 2036, and 2039 in the total amount of US$329 and paid a premium of<br>US$44, recorded as “Bond premium repurchase” in the financial results of the period. |
| --- | --- |
Fundings in 2024
| • | In the third quarter<br>of 2024, the Company contracted loans of US$962 indexed to SOFR plus spread adjustments with maturities between 2027 and 2029. |
|---|---|
| • | In the second quarter of 2024, the Company (i) issued bonds of US$1<br>billion with a coupon of 6.45% per year, payable semi-annually, and maturing in 2054 and (ii) contracted a loan of US$90 with the Canadian<br>Imperial Bank of Commerce (“CIBC”) indexed to SOFR plus spread adjustments and maturing in 2024. |
| --- | --- |
| • | In the first quarter of 2024, the Company contracted<br>loans of US$870 indexed to SOFR plus spread adjustments with maturities between 2024 and 2035. |
| --- | --- |
Payments in 2024
| • | In the third quarter of 2024, the Company (i) settled loans of US$599<br>and (ii) redeemed notes with maturity date in 2026, 2036 and 2039, in the total amount of US$970 and paid a premium of US$50, recorded<br>as “Bond premium repurchase” in the financial results of the period. |
|---|---|
| • | In January 2024, the Company paid principal<br>and interest of debentures, in the amount of US$46. |
| --- | --- |
d) Non-cash transactions
| Nine-month<br>period ended September 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Non-cash<br>transactions: | ||
| Additions<br>to PP&E with capitalized loans and borrowing costs | 17 | 24 |
| 19 | ||
| --- | --- | |
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | ||
| --- |
| Notes | September<br>30, 2025 | December<br>31, 2024 | |
|---|---|---|---|
| Receivables<br>from contracts with customers | |||
| Third<br>parties | |||
| Iron<br>Solutions | 1,639 | 1,540 | |
| Energy Transition<br>Metals | 811 | 788 | |
| Other | 16 | 19 | |
| Related<br>parties | 29(b) | 95 | 63 |
| Accounts<br>receivable | 2,561 | 2,410 | |
| Expected<br>credit loss | (55) | (52) | |
| Accounts<br>receivable, net | 2,506 | 2,358 |
Provisionally priced commodities sales - The Company is mainly exposed to iron ore and copper price risk. The determination of the final sales price for these commodities is based on the pricing period outlined in the sales contracts, typically occurring after the revenue recognition date. Consequently, the Company initially recognizes revenue using a provisional invoice. Subsequently, the receivables associated with provisionally priced products are measured at fair value through profit or loss (note 19). Any fluctuations in the value of these receivables are reflected in the Company's net operating revenue.
The sensitivity of the Company’s risk related to the final settlement of provisionally priced accounts receivable is detailed below:
| September<br>30, 2025 | ||||
|---|---|---|---|---|
| Thousand<br>metric tons | Provisional<br>price (US$/ton) | Variation | Effect<br>on revenue (US$ million) | |
| Iron<br>ore | 23,334 | 104 | +-10% | +-<br>242 |
| Copper | 58 | 9,675 | +-10% | +-59 |
| September<br>30, 2025 | December<br>31, 2024 | |
|---|---|---|
| Finished<br>products | ||
| Iron<br>Solutions | 2,997 | 2,493 |
| Energy Transition<br>Metals | 705 | 571 |
| 3,702 | 3,064 | |
| Work<br>in progress | 749 | 691 |
| Consumable<br>inventory | 1,116 | 988 |
| Net<br>realizable value provision (i) | – | (138) |
| Total<br>of inventories | 5,567 | 4,605 |
(i) In the nine-month period ended September 30, 2025, the effect of provision for net realizable value was US$81 (2024: US$69).
| 20 | |
|---|---|
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | |
| --- |
| Notes | September<br>30, 2025 | December<br>31, 2024 | |
|---|---|---|---|
| Third<br>parties | 5,329 | 4,004 | |
| Related<br>parties | 29(b) | 322 | 230 |
| Total | 5,651 | 4,234 |
The financial liabilities presented as Suppliers and contractors in the Company's statement of financial position represent the outstanding balance of invoices with suppliers for purchases of goods and services, being the average due date usually approximately 60 days.
The Company enters into supplier finance arrangements ("Arrangements") as part of the working capital strategy used in the Company's usual operating cycle, being the payment term extension limited to a short-term period. The Company is also party in agreements structured so that certain suppliers can advance their receivables with Vale due to purchases of materials and services, without any type of change in value or payment terms for the Company. These supplier finance arrangements continue to be presented as suppliers in the Company's statement of financial position, as the terms and conditions of the original liabilities were not substantially modified. The carrying amount related to these transactions is shown below:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Carrying amount of accounts payable included in the Arrangements of which suppliers have already received payment | 1,346 | 1,343 |
| Carrying amount of accounts payable included in the Arrangements of which suppliers have not yet received payment | – | 6 |
| Total carrying amount relating to Arrangements with suppliers and contractors | 1,346 | 1,349 |
Financial charges related to the increase in payment terms are recognized in the financial results as interest on supplier finance arrangements (note 6). The financial charges recognized in the income statement for the nine-month period ended September 30, 2025 and 2024 due to the Arrangements totaled, respectively, US$96 and US$131.
13. Other financial assets and liabilities
| Current | Non-Current | ||||
|---|---|---|---|---|---|
| Notes | September<br>30, 2025 | December<br>31, 2024 | September<br>30, 2025 | December<br>31, 2024 | |
| Other<br>financial assets | |||||
| Restricted<br>cash | – | – | 9 | 13 | |
| Derivative<br>financial instruments | 18 | 550 | 53 | 276 | 15 |
| Investments<br>in equity securities | – | – | 58 | 54 | |
| Loans<br>- Related parties | 29(a) | 76 | – | 73 | 149 |
| 626 | 53 | 416 | 231 | ||
| Other<br>financial liabilities | |||||
| Derivative<br>financial instruments | 18 | 92 | 197 | 87 | 428 |
| Other<br>financial liabilities - Related parties | 29(b) | 195 | 291 | – | – |
| Liabilities<br>related to the concession grants | 13(a) | 484 | 467 | 2,081 | 1,887 |
| Other | 225 | 588 | – | 32 | |
| 996 | 1,543 | 2,168 | 2,347 | ||
| 21 | |||||
| --- | --- | ||||
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | |||||
| --- |
a) Liabilities related to the concession grants
| Consolidated | Discount<br>rate | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| December<br>31, 2024 | Changes<br>in estimates | Monetary<br>and present value adjustments | Disbursements | Translation<br>adjustment | September<br>30, 2025 | September<br>30, 2025 | December<br>31, 2024 | Remaining<br>term of obligations | |
| Payment<br>obligation | 1,118 | 2 | 79 | (42) | 185 | 1,342 | 7.26%<br>- 11.04% | 7.32%<br>- 11.04% | 32<br>years |
| Infrastructure<br>investment | 1,236 | 17 | 76 | (298) | 192 | 1,223 | 6.99%<br>- 8.34% | 7.43%<br>- 8.12% | 8<br>years |
| 2,354 | 19 | 155 | (340) | 377 | 2,565 | ||||
| Current<br>liabilities | 467 | 484 | |||||||
| Non-current<br>liabilities | 1,887 | 2,081 | |||||||
| Liabilities | 2,354 | 2,565 | |||||||
In December 2020, the Company entered into an agreement with the Federal Government to continue operating its concessions of the Estrada de Ferro Carajás (“EFC”) and Estrada de Ferro Vitória a Minas (“EFVM”) for thirty years more, extending the maturity date from 2027 to 2057.
Later, in January 2024, responding to a request from the Ministry of Transportation, Vale, the National Land Transport Agency (“ANTT”), and the Brazilian Federal Government, resumed discussions on the general conditions for concession contracts and on December 30, 2024, the general basis for the renegotiation were agreed, aiming to promote the modernization and update of the existing contracts. This process was subject to evaluation and approval by the competent authorities, and its conformation would occur through a consensual solution discussed with the bodies involved at the Brazilian Federal Accounts Court.
As part of these general bases, Vale committed to a maximum global contribution of approximately US$1,809, for the EFC and EFVM’s asset base review, the optimization of contractual obligations and investments replanning.
As a consequence of the new conditions of the general bases, the Company recognized, on December 31, 2024, an addition of US$256 in provision, which reflected the revised estimates regarding the amount of future disbursements required to fulfill the new contractual obligations of the railway concessions. Additionally, the liability was reduced by US$656 due to the advanced payment made by Vale, ahead of the previously planned cash flow.
However, on August 28, 2025, within the context of the consensual solution conducted by the Brazilian Federal Accounts Court, the parties were unable to reach consensus within the established deadline.
Despite ongoing discussions, the concession contracts remain in effect, the Company continues to comply with the established obligations, and remains committed to the general terms defined in the agreement signed on December 30, 2024. The Company believes its provisions remain sufficient to comply with the obligations related to the concessions; therefore, no revision was made in its balances.
| 22 | |
|---|---|
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | |
| --- |
14. Investments in associates and joint ventures
| Associates and joint ventures | Business | % ownership | December 31, 2024 | Equity results in income statement | Dividends declared | Translation adjustment | Fair value remeasurement | Other | September 30, 2025 |
|---|---|---|---|---|---|---|---|---|---|
| Anglo American Minério de Ferro Brasil S.A. | Iron ore | 15.00 | 663 | 81 | (46) | – | – | 1 | 699 |
| Aliança<br>Geração de Energia S.A. (i) | Energy | 30.00 | – | – | – | – | 238 | – | 238 |
| Aliança Norte Energia Participações S.A. | Energy | 51.00 | 74 | (13) | – | 11 | – | – | 72 |
| Companhia Coreano-Brasileira de Pelotização | Pellets | 50.00 | 75 | 9 | (6) | 13 | – | – | 91 |
| Companhia Hispano-Brasileira de Pelotização | Pellets | 50.89 | 42 | 5 | (4) | 7 | – | – | 50 |
| Companhia Ítalo-Brasileira de Pelotização | Pellets | 50.90 | 61 | 4 | – | 11 | – | 5 | 81 |
| Companhia Nipo-Brasileira de Pelotização | Pellets | 51.00 | 129 | 17 | – | 22 | – | 1 | 169 |
| MRS Logística S.A. | Logistics | 49.01 | 591 | 107 | – | 103 | – | – | 801 |
| PT Vale Indonesia Tbk | Energy Transition Metals | 33.88 | 1,885 | (7) | (12) | – | – | 1 | 1,867 |
| Samarco Mineração S.A. (note 24) | Pellets | 50.00 | – | – | – | – | – | – | – |
| Vale Oman Distribution Center | Logistics | 50.00 | 616 | 24 | (55) | – | – | – | 585 |
| VLI S.A. | Logistics | 29.60 | 341 | 71 | (15) | 57 | – | – | 454 |
| Other | 70 | 3 | (1) | 9 | – | (21) | 60 | ||
| Equity results in associates and joint ventures | 4,547 | 301 | (139) | 233 | 238 | (13) | 5,167 | ||
| Other results in associates and joint ventures (ii) | (150) | ||||||||
| Equity results and other results in associates and joint ventures | 151 |
(i) It refers to the remeasurement at fair value of the remaining stake held by Vale on Aliança Geração Energia S.A., after the closing of the divestment transaction (notes 15a).
(ii) It refers substantially to the addition in the provision related to Samarco dam failure (note 24b).
| 23 | |
|---|---|
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | |
| --- |
15. Acquisitions and divestitures
Effects on the income statement
| Three-month period ended September 30, | Nine-month period ended September 30, | ||||
|---|---|---|---|---|---|
| Notes | 2025 | 2024 | 2025 | 2024 | |
| Aliança Geração de Energia S.A. | 15(a) and 16 | (89) | 305 | (206) | 305 |
| Vale Oman Distribution Center | 15(b) | – | 1,222 | – | 1,222 |
| PT Vale Indonesia Tbk | 15(c) | – | – | – | 1,059 |
| (89) | 1,527 | (206) | 2,586 |
a) Divestment of Aliança Geração de Energia S.A. (“Aliança”) – In March 2024, the Company entered into an agreement with Cemig GT to acquire its 45% stake in Aliança. The decision was taken in the context of the divestment plan announced to the market by Cemig GT in 2020, and Vale chose to exercise its preferential right of acquisition.
In August 2024, the transaction was completed for the amount of US$493 (R$2,737 million), and Vale became the sole owner of Aliança. As a result, the Company recorded a gain of US$305 in the income statement for the three-month period ended September 30, 2024 as “Results from investments and other results in associates and joint ventures,” due to the remeasurement to fair value of the previously held equity interest.
The fair value of the identifiable assets acquired and liabilities assumed as a result of the acquisition are presented below:
| Aliança<br>Energia | ||
|---|---|---|
| Notes | August<br>13, 2024 | |
| Identifiable<br>assets acquired | ||
| Cash<br>and cash equivalents | 95 | |
| Intangibles | 16 | 828 |
| Property,<br>plant, and equipment | 17 | 573 |
| Other | 40 | |
| 1,536 | ||
| Liabilities<br>assumed | ||
| Loans<br>and borrowings | 9(c) | 245 |
| Deferred<br>income taxes | 7(b) | 312 |
| Other | 140 | |
| 697 | ||
| Net<br>assets acquired | 839 |
As disclosed below, the deferred tax liability recognized on the difference between the fair value and the book value of the net assets acquired resulted in goodwill, which is not deductible for tax purposes.
| Notes | August<br>13, 2024 | |
|---|---|---|
| Consideration<br>transferred for acquisition of the 45% equity interest held by Cemig GT | 493 | |
| Fair<br>value of the 55% stake previously held by Vale | 603 | |
| Total<br>[A] | 1,096 | |
| Fair<br>value of net assets acquired | 1,096 | |
| (-)<br>Deferred tax liability on the difference between the fair value and the book value of net assets | (257) | |
| Total<br>net assets [B] | 839 | |
| Goodwill<br>[A-B] | 16 | 257 |
| 24 | ||
| --- | --- | |
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | ||
| --- |
In March 2025, the Company signed a binding agreement with Global Infrastructure Partners (“GIP”) for the sale of 70% of its stake in Aliança and the energy assets of Sol do Cerrado solar plant and Risoleta Neves hydroelectric plant.
As a result, the related assets and liabilities were classified as held for sale and Vale recognized an impairment loss in the amount of US$117 in the income statement for the three-month period ended March 31, 2025 as "Impairment and gains (losses) on disposal of non-current assets, net", which was allocated to the goodwill (note 16) arising from the acquisition of Aliança.
In September 2025, the energy assets of Sol do Cerrado solar plant and Risoleta Neves hydroelectric plant were transferred from Vale S.A. to Aliança and, the Company concluded the transaction for the amount of US$871, comprised by a cash inflow of US$1,006, net of a reduction of US$135 in the remaining investment in Aliança due to a loan assumed by the investee in the context of the transaction.
As a result of the transaction, Vale recognized a loss of US$89 in the income statement for the three-month period ended September 30, 2025 as "Impairment and gains (losses) on disposal of non-current assets, net", and lost control over Aliança. Consequently, the Company will no longer consolidate Aliança, with the remaining interest accounted for as an associate by the equity method.
The effects of this transaction are summarized below:
| September, 2025 | |
|---|---|
| Cash received | 1,006 |
| Fair value of 30% interest retained | 238 |
| (-) Derecognition of Aliança’s net assets | (1,333) |
| Loss on the transaction | (89) |
b) Divestment on Vale Oman Distribution Center (“VODC”) – In August 2024, the Company established a joint venture with AP Oryx Holdings LLC (“Apollo”) through a binding agreement to sell 50% equity interest in VODC for US$600 million. The transaction was completed in September 2024, reducing Vale’s stake in VODC from 100% to 50% and changing its status from a subsidiary to a joint venture.
With this transaction, Vale shared control over VODC with Apollo and, from then on, will no longer consolidate VODC, which will be accounted for as a joint venture using the equity method.
As a result of the transaction, the Company recognized a gain of US$1,222 in the income statement as “Other operating expenses, net”. This gain is due to (i) the result of the sale of the equity interest in the amount of US$555, (ii) the result of the remeasurement to fair value of the remaining interest in the amount of US$555, and (iii) the reclassification to income statement of the cumulative translation adjustments in the amount of US$112. The effects of this transaction are summarized below:
| September<br>26, 2024 | |
|---|---|
| Sale<br>of the 50% equity interest | |
| Cash<br>received | 600 |
| Derecognition<br>of VODC’s net assets | (45) |
| Gain<br>on sale of equity interest | 555 |
| Remeasurement<br>of the 50% interest retained | |
| Fair<br>value of 50% interest retained | 600 |
| Derecognition<br>of VODC’s net assets | (45) |
| Gain<br>on remeasurement of equity interest | 555 |
| Other<br>effects of the deconsolidation | |
| Gain<br>on the reclassification of cumulative translation adjustments | 112 |
| Gain<br>on the transaction recorded in the income statement | 1,222 |
| 25 | |
| --- | --- |
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | |
| --- |
c) Divestment on PT Vale Indonesia Tbk (“PTVI”) – In June 2024, the Company reduced its interests in PTVI in approximately 10.5%. This divestment was carried out through (i) the issuance of PTVI’s new shares, thereby diluting Vale in 2.1%, and (ii) by the direct sale of 8.4% of Vale’s shares to MIND ID. As a result of the transaction, MIND ID became PTVI's largest shareholder, holding approximately 34.0% of the issued shares, with the Company and SMM holding approximately 33.9% and 11.5%, respectively. The completion of the transaction satisfied a key condition for PTVI to extend its mining license until 2035, with potential extension beyond this period subject to certain requirements.
With the transaction, Vale received US$155 for its shares and lost control over PTVI, which was accounted for as an associate under the equity method due to the significant influence retained by Vale over PTVI.
As result, in June 2024, the Company recognized a gain of US$1,059 in the income statement as "Other operating expenses, net". This gain was due to the reclassification of cumulative translation adjustments of US$1,063 and the gain on remeasurement of the interest retained at fair value of the US$657, net of the loss on the reduction in PTVI stake in the amount of US$661. The effects of this transaction are summarized below:
| June 28, 2024 | |
|---|---|
| Cash consideration received | 155 |
| Fair value of 33.9% interest retained (i) | 1,910 |
| Effects of the deconsolidation: | |
| Derecognition of net assets of PTVI | (3,697) |
| Gain on derecognition of noncontrolling shareholders | 1,628 |
| Gain on the reclassification of cumulative translation adjustments | 1,063 |
| Gain on the transaction recorded in the income statement | 1,059 |
(i) The fair value of the 33.9% retained interest was estimated based on a third-party valuation report. The valuation considered the discounted cash flow method. The key assumptions considered were (i) discount rate of 7.75% with incremental risk premium of around 1.00% on certain assets, (ii) asset life through to 2065, and (iii) range of expected nickel prices from US$/t 17,501 to US$/t 21,000.
d) Strategic partnership in the Energy Transition Metals business – In April 2024, the Company concluded the transaction with Manara Minerals to sell 10% of the business for US$2,455, which was fully contributed to VBM thereby diluting Vale to a 90% equity interest, retaining control over VBM. As a result, Vale recognized a gain from the sale in the amount of US$895, of which US$1,514 was attributable to noncontrolling interests recorded in the equity as "Transactions with noncontrolling interests".
| Notes | Goodwill | Concessions | Software | Research<br>and development project | Total | |
|---|---|---|---|---|---|---|
| Balance<br>as of December 31, 2024 | 3,038 | 6,942 | 84 | 450 | 10,514 | |
| Additions | – | 239 | 24 | – | 263 | |
| Disposals | – | (4) | – | – | (4) | |
| Amortization | – | (206) | (33) | – | (239) | |
| Impairment | 15(a) | (117) | – | – | – | (117) |
| Transfer<br>to held for sale (Energy Assets) | 15(a) | (131) | (770) | – | (3) | (904) |
| Translation<br>adjustment | 259 | 1,080 | 12 | 71 | 1,422 | |
| Balance<br>as of September 30, 2025 | 3,049 | 7,281 | 87 | 518 | 10,935 | |
| Cost | 3,049 | 9,256 | 666 | 518 | 13,489 | |
| Accumulated<br>amortization | – | (1,975) | (579) | – | (2,554) | |
| Balance<br>as of September 30, 2025 | 3,049 | 7,281 | 87 | 518 | 10,935 | |
| Balance<br>as of December 31, 2023 | 3,263 | 7,689 | 104 | 575 | 11,631 | |
| Additions | – | 127 | 46 | – | 173 | |
| Disposals | – | (5) | – | (5) | (10) | |
| Amortization | – | (197) | (42) | – | (239) | |
| Acquisition<br>of Aliança | 257 | 824 | – | 4 | 1,085 | |
| Translation<br>adjustment | (190) | (837) | (9) | (63) | (1,099) | |
| Balance<br>as of September 30, 2024 | 3,330 | 7,601 | 99 | 511 | 11,541 | |
| Cost | 3,330 | 9,329 | 634 | 511 | 13,804 | |
| Accumulated<br>amortization | – | (1,728) | (535) | – | (2,263) | |
| Balance<br>as of September 30, 2024 | 3,330 | 7,601 | 99 | 511 | 11,541 | |
| 26 | ||||||
| --- | --- | |||||
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | ||||||
| --- |
17. Property, plant, and equipment
| Notes | Building<br>and land | Facilities | Equipment | Mineral<br>properties | Railway<br>equipment | Right<br>of use assets | Other | Constructions<br>in progress | Total | |
|---|---|---|---|---|---|---|---|---|---|---|
| Balance<br>as of December 31, 2024 | 8,655 | 8,085 | 4,038 | 4,547 | 2,088 | 660 | 2,192 | 9,719 | 39,984 | |
| Additions<br>(i) | – | – | – | – | – | 54 | – | 3,490 | 3,544 | |
| Disposals<br>and impairments | (20) | (35) | (4) | (7) | (9) | – | (4) | (424) | (503) | |
| Assets<br>retirement obligation | 25(b) | – | – | – | 3 | – | – | – | – | 3 |
| Depreciation,<br>depletion and amortization | (340) | (445) | (455) | (326) | (116) | (108) | (273) | – | (2,063) | |
| Transfer<br>to held for sale (Energy Assets) | 15(a) | (24) | (306) | (358) | (1) | – | (37) | (48) | (57) | (831) |
| Translation<br>adjustment | 1,224 | 1,166 | 453 | 417 | 348 | 38 | 246 | 1,270 | 5,162 | |
| Transfers | 783 | 1,236 | 976 | (542) | 166 | – | 350 | (2,969) | – | |
| Balance<br>as of September 30, 2025 | 10,278 | 9,701 | 4,650 | 4,091 | 2,477 | 607 | 2,463 | 11,029 | 45,296 | |
| Cost | 17,816 | 15,816 | 11,084 | 14,674 | 4,397 | 1,543 | 5,654 | 11,029 | 82,013 | |
| Accumulated<br>depreciation | (7,538) | (6,115) | (6,434) | (10,583) | (1,920) | (936) | (3,191) | – | (36,717) | |
| Balance<br>as of September 30, 2025 | 10,278 | 9,701 | 4,650 | 4,091 | 2,477 | 607 | 2,463 | 11,029 | 45,296 | |
| Balance<br>as of December 31, 2023 | 10,119 | 9,239 | 4,450 | 6,925 | 2,612 | 1,359 | 2,484 | 11,208 | 48,396 | |
| Additions<br>(i) | – | – | – | – | – | (1) | – | 4,178 | 4,177 | |
| Disposals | (5) | (24) | (9) | (7) | (4) | – | (1) | (106) | (156) | |
| Assets<br>retirement obligation | 25(b) | – | – | – | (100) | – | – | – | – | (100) |
| Depreciation,<br>depletion and amortization | (331) | (407) | (523) | (321) | (117) | (131) | (243) | – | (2,073) | |
| Acquisition<br>of Aliança | 27 | 87 | 329 | 2 | – | 4 | 51 | 73 | 573 | |
| Deconsolidation<br>of VODC | – | (9) | (98) | (9) | – | (525) | – | (16) | (657) | |
| Translation<br>adjustment | (968) | (930) | (327) | (413) | (287) | (34) | (183) | (948) | (4,090) | |
| Transfers | 557 | 923 | 503 | 179 | 97 | – | 232 | (2,491) | – | |
| Balance<br>as of September 30, 2024 | 9,399 | 8,879 | 4,325 | 6,256 | 2,301 | 672 | 2,340 | 11,898 | 46,070 | |
| Cost | 16,539 | 14,539 | 10,338 | 14,876 | 4,029 | 1,431 | 5,159 | 11,898 | 78,809 | |
| Accumulated<br>depreciation | (7,140) | (5,660) | (6,013) | (8,620) | (1,728) | (759) | (2,819) | – | (32,739) | |
| Balance<br>as of September 30, 2024 | 9,399 | 8,879 | 4,325 | 6,256 | 2,301 | 672 | 2,340 | 11,898 | 46,070 |
(i) Includes capitalized interest, when applicable.
For more details regarding right of use and lease liability see note 22.
| 27 | |
|---|---|
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | |
| --- |
18. Financial and capital risk management
Effects of derivatives on the statement of financial position
| September<br>30, 2025 | December<br>31, 2024 | |||
|---|---|---|---|---|
| Assets | Liabilities | Assets | Liabilities | |
| Foreign<br>exchange and interest rate risk | 792 | 167 | 52 | 601 |
| Commodities<br>price risk | 34 | 12 | 16 | 23 |
| Embedded<br>derivatives | – | – | – | 1 |
| Total | 826 | 179 | 68 | 625 |
Net exposure
| September<br>30, 2025 | December<br>31, 2024 | |
|---|---|---|
| Foreign<br>exchange and interest rate risk | 625 | (549) |
| Commodities<br>price risk | 22 | (7) |
| Embedded<br>derivatives | – | (1) |
| Total | 647 | (557) |
Effects of derivatives on the income statement
| Gain<br>(loss) recognized in the income statement | ||||
|---|---|---|---|---|
| Three-month<br>period ended<br><br>September<br>30, | Nine-month<br>period ended<br><br>September<br>30, | |||
| 2025 | 2024 | 2025 | 2024 | |
| Foreign<br>exchange and interest rate risk | 226 | 69 | 1,547 | (400) |
| Commodities<br>price risk | 27 | (5) | 18 | (6) |
| Embedded<br>derivatives | – | – | 1 | 1 |
| Total | 253 | 64 | 1,566 | (405) |
Effects of derivatives on the cash flows
| Financial<br>settlement inflows (outflows) | ||
|---|---|---|
| Nine-month<br>period ended<br><br>September<br>30, | ||
| 2025 | 2024 | |
| Foreign<br>exchange and interest rate risk | 387 | 86 |
| Commodities<br>price risk | (11) | 8 |
| Total | 376 | 94 |
a) Market risk
a.i) Foreign exchange and interest rates
| Notional | Fair value | Fair value by year | |||||
|---|---|---|---|---|---|---|---|
| Flow | September 30, 2025 | December 31, 2024 | September 30, 2025 | December 31, 2024 | 2025 | 2026 | 2027+ |
| Foreign Exchange and Interest Rate Derivatives | US$ 9.394 | US$ 11.490 | 625 | (549) | 210 | 303 | 112 |
The sensitivity analysis of these derivative financial instruments is presented as follows:
| Instrument's<br>main risk events | Fair<br>value | Scenario<br>I (∆ of 25%) | Scenario<br>II (∆ of 50%) |
|---|---|---|---|
| R$<br>depreciation | 625 | (858) | (2,341) |
| US$<br>interest rate inside Brazil decrease | 625 | 480 | 312 |
| Brazilian<br>interest rate increase | 625 | 290 | 15 |
| TJLP<br>interest rate decrease | 625 | 623 | 620 |
| IPCA<br>index decrease | 625 | 390 | 185 |
| SOFR<br>interest rate decrease | 625 | 596 | 567 |
| 28 | |||
| --- | --- | ||
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | |||
| --- |
a.ii) Protection program for product prices and input costs
| Notional | Fair<br>value | Fair<br>value by year | |||||
|---|---|---|---|---|---|---|---|
| Flow | September<br>30, 2025 | December<br>31, 2024 | September<br>30, 2025 | December<br>31, 2024 | 2025 | 2026 | 2027+ |
| Brent<br>crude oil (bbl) | |||||||
| Options | 18,418,875 | 24,050,625 | 11 | 11 | – | 11 | – |
| Forward<br>Freight Agreement (days) | |||||||
| Freight<br>forwards | 2,760 | 3,240 | 12 | (11) | – | 12 | – |
| Fixed<br>price nickel sales protection (ton) | |||||||
| Nickel<br>forwards | 2,208 | 4,978 | (1) | (7) | (1) | – | – |
The sensitivity analysis of these derivative financial instruments is presented as follows:
| Instrument | Instrument's main risk events | Fair value | Scenario I (∆ of 25%) | Scenario II (∆ of 50%) |
|---|---|---|---|---|
| Brent crude oil (bbl) | Decrease in fuel oil price | 11 | (93) | (343) |
| Forward Freight Agreement (days) | Decrease in freight price | 12 | (4) | (19) |
| Hedge for fixed-price nickel sales (tons) | Decrease in nickel price | (1) | (12) | (22) |
a.iii) Embedded derivatives in contracts
| Notional | Fair<br>value | Fair<br>value by year | |||||
|---|---|---|---|---|---|---|---|
| Flow | September<br>30, 2025 | December<br>31, 2024 | September<br>30, 2025 | December<br>31, 2024 | 2025 | 2026 | 2027+ |
| Embedded<br>derivative (pellet price) in natural gas purchase (volume/month) | |||||||
| Call<br>options | 746,667 | 746,667 | – | (1) | – | – | – |
The sensitivity analysis of these derivative financial instruments is presented as follows:
| Instrument | Instrument's<br>main risk events | Fair<br>value | Scenario<br>I<br><br>(∆<br>of 25%) | Scenario<br>II<br><br>(∆<br>of 50%) |
|---|---|---|---|---|
| Embedded<br>derivative (pellet price) in natural gas purchase agreement (volume/month) | ||||
| Embedded<br>derivatives - Gas purchase | Pellet price<br>increase | – | – | – |
a.iv) Hedge accounting
| Gain<br>(loss) recognized in the other comprehensive income | ||||
|---|---|---|---|---|
| Three-month<br>period ended September 30, | Nine-month<br>period ended September 30, | |||
| 2025 | 2024 | 2025 | 2024 | |
| Net<br>investments hedge | 73 | 35 | 359 | (223) |
| 29 | ||||
| --- | --- | |||
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | ||||
| --- |
b) Credit risk management
b.i) Financial counterparties’ ratings
The transactions of derivative instruments, cash and cash equivalents, as well as short-term investments are held with financial institutions whose exposure limits are periodically reviewed and approved by the delegated authority. The financial institutions' credit risk is performed through a methodology that considers, among other information, ratings provided by international rating agencies.
The table below presents the ratings in foreign currency as published by Moody’s regarding the main financial institutions used by the Company to contract derivative instruments, cash and cash equivalents transaction.
| September<br>30, 2025 | December<br>31, 2024 | |||
|---|---|---|---|---|
| Cash<br>and cash equivalents and investment | Derivatives | Cash<br>and cash equivalents and investment | Derivatives | |
| Aa2 | 784 | 2 | 391 | 1 |
| A1 | 1,859 | 150 | 1,874 | 28 |
| A2 | 269 | 96 | 520 | 13 |
| A3 | 1,082 | 65 | 709 | 2 |
| Baa1 | – | – | 1 | – |
| Baa2 | 4 | – | 4 | – |
| Baa3 | 34 | – | – | – |
| Ba1<br>(i) | 1,225 | 270 | 719 | 18 |
| Ba2<br>(i) | 834 | 243 | 788 | 6 |
| 6,091 | 826 | 5,006 | 68 |
(i) A substantial part of the balances is held with financial institutions in Brazil which are deemed investment grade in local currency.
| 30 | |
|---|---|
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | |
| --- |
19. Financial assets and liabilities
| a) | Classification |
|---|
The Company classifies its financial instruments in accordance with the purpose for which they were acquired, and determines the classification and initial recognition according to the following categories:
| September<br>30, 2025 | December<br>31, 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Financial<br>assets | Notes | Amortized<br>cost | At<br>fair value through OCI | At<br>fair value through profit or loss | Total | Amortized<br>cost | At<br>fair value through OCI | At<br>fair value through profit or loss | Total |
| Current | |||||||||
| Cash<br>and cash equivalents (i) | 5,902 | – | – | 5,902 | 4,953 | – | – | 4,953 | |
| Short-term<br>investments (ii) | – | – | 189 | 189 | – | – | 53 | 53 | |
| Derivative<br>financial instruments | 18 | – | – | 550 | 550 | – | – | 53 | 53 |
| Accounts<br>receivable | 10 | 240 | – | 2,266 | 2,506 | 374 | – | 1,984 | 2,358 |
| 6,142 | – | 3,005 | 9,147 | 5,327 | – | 2,090 | 7,417 | ||
| Non-current | |||||||||
| Judicial<br>deposits | 26(c) | 638 | – | – | 638 | 537 | – | – | 537 |
| Restricted<br>cash | 13 | 9 | – | – | 9 | 13 | – | – | 13 |
| Derivative<br>financial instruments | 18 | – | – | 276 | 276 | – | – | 15 | 15 |
| Investments<br>in equity securities | 13 | – | 58 | – | 58 | – | 54 | – | 54 |
| 647 | 58 | 276 | 981 | 550 | 54 | 15 | 619 | ||
| Total<br>of financial assets | 6,789 | 58 | 3,281 | 10,128 | 5,877 | 54 | 2,105 | 8,036 | |
| Financial<br>liabilities | |||||||||
| Current | |||||||||
| Suppliers<br>and contractors | 12 | 5,651 | – | – | 5,651 | 4,234 | – | – | 4,234 |
| Derivative<br>financial instruments | 18 | – | – | 92 | 92 | – | – | 197 | 197 |
| Loans<br>and borrowings | 21 | 470 | – | – | 470 | 1,020 | – | – | 1,020 |
| Leases | 22 | 175 | – | – | 175 | 147 | – | – | 147 |
| Liabilities<br>related to the concession grants | 13(a) | 484 | – | – | 484 | 467 | – | – | 467 |
| Other<br>financial liabilities - Related parties | 29 | 195 | – | – | 195 | 291 | – | – | 291 |
| Other<br>financial obligations | 13 | 225 | – | – | 225 | 588 | – | – | 588 |
| 7,200 | – | 92 | 7,292 | 6,747 | – | 197 | 6,944 | ||
| Non-current | |||||||||
| Derivative<br>financial instruments | 18 | – | – | 87 | 87 | – | – | 428 | 428 |
| Loans<br>and borrowings | 21 | 17,373 | – | – | 17,373 | 13,772 | – | – | 13,772 |
| Leases | 22 | 525 | – | – | 525 | 566 | – | – | 566 |
| Participative<br>shareholders' debentures | 20 | – | – | 2,669 | 2,669 | – | – | 2,217 | 2,217 |
| Liabilities<br>related to the concession grants | 13(a) | 2,081 | – | – | 2,081 | 1,887 | – | – | 1,887 |
| Other<br>financial obligations | – | – | – | – | 32 | – | – | 32 | |
| 19,979 | – | 2,756 | 22,735 | 16,257 | – | 2,645 | 18,902 | ||
| Total<br>of financial liabilities | 27,179 | – | 2,848 | 30,027 | 23,004 | – | 2,842 | 25,846 |
(i) Includes US$2,137 (2024: US$1,709) denominated in R$, US$3,439 (2024: US$3,048) denominated in US$ and US$326 (2024: US$196) denominated in other currencies.
(ii) It substantially comprises investments in debt securities and investments in exclusive investment funds, whose portfolio is composed of repo operations and bank certificates of deposit ("CDBs").
| 31 | |
|---|---|
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | |
| --- |
b) Hierarchy of fair value
| September<br>30, 2025 | December<br>31, 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Notes | Level<br>1 | Level<br>2 | Level<br>3 | Total | Level<br>1 | Level<br>2 | Level<br>3 | Total | |
| Financial<br>assets | |||||||||
| Short-term<br>investments | 34 | 155 | – | 189 | 53 | – | – | 53 | |
| Derivative<br>financial instruments | 18 | – | 826 | – | 826 | – | 68 | – | 68 |
| Accounts<br>receivable | 10 | – | 2,266 | – | 2,266 | – | 1,984 | – | 1,984 |
| Investments<br>in equity securities | 13 | – | 58 | – | 58 | – | 54 | – | 54 |
| 34 | 3,305 | – | 3,339 | 53 | 2,106 | – | 2,159 | ||
| Financial<br>liabilities | |||||||||
| Derivative<br>financial instruments | 18 | – | 179 | – | 179 | – | 625 | – | 625 |
| Participative<br>shareholders' debentures | 20 | – | 2,669 | – | 2,669 | – | 2,217 | – | 2,217 |
| – | 2,848 | – | 2,848 | – | 2,842 | – | 2,842 |
There were no transfers between levels 1, 2 and 3 of the fair value hierarchy during the period presented.
c) Fair value of loans and borrowings
| September<br>30, 2025 | December<br>31, 2024 | |||
|---|---|---|---|---|
| Carrying<br>amount | Fair<br>value | Carrying<br>amount | Fair<br>value | |
| Quoted<br>in the secondary market: | ||||
| Bonds | 7,731 | 8,026 | 7,267 | 7,245 |
| Debentures | 2,480 | 2,463 | 1,272 | 1,275 |
| Debt<br>contracts in Brazil in: | ||||
| R$,<br>indexed to TJLP, TR, IPCA, IGP-M and CDI | 148 | 149 | 185 | 185 |
| Basket<br>of currencies and bonds in US$ indexed to SOFR | 150 | 157 | 152 | 155 |
| Debt<br>contracts in the international market in: | ||||
| US$,<br>with variable and fixed interest | 6,786 | 7,061 | 5,844 | 5,922 |
| Other<br>currencies, with fixed interest | 55 | 58 | 63 | 64 |
| Other<br>currencies, with variable interest | 493 | 468 | 9 | 8 |
| Total | 17,843 | 18,382 | 14,792 | 14,854 |
20. Participative shareholders’ debentures
| Financial<br>result | ||||||||
|---|---|---|---|---|---|---|---|---|
| Average<br>price (R$) | Three-month<br>period ended September 30, | Nine-month<br>period ended September 30, | Liabilities | |||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | September<br>30, 2025 | December<br>31, 2024 | |
| Participative<br>shareholders’ debentures | 36.54 | 33.74 | (149) | 92 | (228) | 15 | 2,669 | 2,217 |
On October 6^th^, 2025 (subsequent event), Vale approved the proposal for the optional acquisition of up to all outstanding participative shareholders' debentures. The deadline for the debentures holders to manifest their sale intentions will close on October 31, 2025. This initiative aims to optimize Vale’s capital structure through financial liability management, while reinforcing the Company’s capital allocation strategy.
On October 1^st^, 2025 (subsequent event), the Company made a payment of remuneration to debenture holders in the amount of US$112 for the first semester of 2025 (2024: US$97 for the first semester of 2024).
On April 1^st^, 2025, the Company made a payment of remuneration to debenture holders in the amount of US$131 for the second semester of 2024 (2024: US$149 for the second semester of 2023).
| 32 | |
|---|---|
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | |
| --- |
a) Outstanding balance of loans and borrowings by type and currency
| Current<br>liabilities | Non-current<br>liabilities | ||||
|---|---|---|---|---|---|
| Average<br>interest rate (i) | September<br>30, 2025 | December<br>31, 2024 | September<br>30, 2025 | December<br>31, 2024 | |
| Quoted<br>in the secondary market: | |||||
| US$<br>Bonds | 6.06% | – | – | 7,607 | 7,187 |
| R$<br>Debentures | 7.11% | 58 | 68 | 2,360 | 1,191 |
| Debt<br>contracts in Brazil in (ii): | |||||
| R$,<br>indexed to TJLP, TR, IPCA, IGP-M and CDI | 9.64% | 45 | 41 | 103 | 143 |
| Basket<br>of currencies and bonds in US$ indexed to SOFR | 5.85% | – | – | 150 | 150 |
| Debt<br>contracts in the international market in: | |||||
| US$,<br>with variable and fixed interest | 5.26% | 105 | 716 | 6,624 | 5,042 |
| Other<br>currencies, with fixed interest | 4.83% | 12 | 11 | 43 | 50 |
| Other<br>currencies, with variable interest | 2.76% | 5 | – | 486 | 9 |
| Accrued<br>charges | 245 | 184 | – | – | |
| Total | 470 | 1,020 | 17,373 | 13,772 |
(i) In order to determine the average interest rate for debt contracts with floating rates, the Company used the rate applicable as of September 30, 2025.
(ii) The Company entered into derivatives to mitigate the exposure to cash flow variations of all floating rate debt contracted in Brazil, resulting in an average cost of 3.21% per year in US$.
The reconciliation of loans and financing with cash flows arising from financing activities is presented in note 9(C).
b) Future flows of principal and interest of loans and borrowings payments
| Principal | Estimated<br>future<br><br>interest<br>payments (i) | |
|---|---|---|
| 2025 | 225 | 306 |
| 2026 | 124 | 687 |
| 2027 | 1,702 | 927 |
| 2028 | 988 | 879 |
| From<br>2029 to 2031 | 5,821 | 2,081 |
| 2032<br>onwards | 8,738 | 4,472 |
| Total | 17,598 | 9,352 |
(i) Based on interest rate curves and foreign exchange rates applicable as of September 30, 2025 and considering that the payments of principal will be made on their contracted payments dates. The amount includes the estimated interest not yet accrued and the interest already recognized in the annual financial statements.
c) Covenants
The Company's main financial covenants require it to maintain certain ratios, such as the leverage ratio and interest coverage ratio. Vale is also subject to non-financial covenants normally practiced in the market, such as compliance with certain governance and environmental standards, among others.
The Company is required to comply with these covenants at the end of each annual reporting period and there are no indications that Vale would have difficulties complying with them on the next measurement date, which will be as of December 31, 2025.
| 33 | |
|---|---|
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | |
| --- |
a) Right of use
| December<br>31, 2024 | Additions<br>and contract modifications | Depreciation<br>and impairments | Transfer<br>to held for sale (note 15a) | Translation<br>adjustment | September<br>30, 2025 | |
|---|---|---|---|---|---|---|
| Ports | 51 | – | (20) | – | 5 | 36 |
| Vessels | 353 | 20 | (37) | – | – | 336 |
| Pelletizing<br>plants | 109 | (7) | (24) | – | 18 | 96 |
| Properties | 94 | 31 | (13) | (37) | 14 | 89 |
| Energy<br>plants | 28 | – | (5) | – | – | 23 |
| Others | 25 | 10 | (9) | – | 1 | 27 |
| Total | 660 | 54 | (108) | (37) | 38 | 607 |
b) Leases liabilities
| December<br>31, 2024 | Additions<br>and contract modifications | Payments<br>(i) | Interest | Transfer<br>to held for sale (note 15a) | Translation<br>adjustment | September<br>30, 2025 | |
|---|---|---|---|---|---|---|---|
| Ports | 54 | – | (17) | 2 | – | 4 | 43 |
| Vessels | 356 | 20 | (47) | 10 | – | – | 339 |
| Pelletizing<br>plants | 126 | (7) | (11) | 5 | – | 21 | 134 |
| Properties | 107 | 31 | (16) | 4 | (37) | 15 | 104 |
| Energy<br>plants | 43 | – | (3) | 2 | – | 1 | 43 |
| Others | 27 | 10 | (11) | 1 | – | 10 | 37 |
| Total | 713 | 54 | (105) | 24 | (37) | 51 | 700 |
| Current<br>liabilities | 147 | 175 | |||||
| Non-current<br>liabilities | 566 | 525 | |||||
| Total | 713 | 700 |
(i) The total amount of the variable lease payments not included in the measurement of lease liabilities was US$77 recorded in the income statement in the nine-month period ended September 30, 2025 (2024: US$190).
Annual minimum payments and remaining lease term
The following table presents the undiscounted lease obligation by maturity date. The lease liability recognized in the statement of financial position is measured at the present value of such obligations.
| 2025 | 2026 | 2027 | 2028 | 2029<br>onwards | Total | Remaining<br>term (years) | Discount<br>rate | |
|---|---|---|---|---|---|---|---|---|
| Ports | 7 | 14 | 1 | 1 | 18 | 41 | 1<br>to 18 | 4%<br>to 5% |
| Vessels | 17 | 62 | 61 | 51 | 188 | 379 | 1<br>to 8 | 3%<br>to 4% |
| Pelletizing<br>plants | 26 | 35 | 24 | 24 | 28 | 137 | 1<br>to 8 | 2%<br>to 6% |
| Properties | 6 | 21 | 20 | 20 | 46 | 113 | 1<br>to 14 | 2%<br>to 6% |
| Energy<br>plants | 2 | 6 | 5 | 5 | 34 | 52 | 1<br>to 5 | 5% |
| Others | 4 | 14 | 10 | 7 | 2 | 37 | 1<br>to 5 | 3%<br>to 6% |
| Total | 62 | 152 | 121 | 108 | 316 | 759 | ||
| 34 | ||||||||
| --- | --- | |||||||
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | ||||||||
| --- |
In January 2019, a tailings dam (“Dam I”) experienced a failure at the Córrego do Feijão mine, in the city of Brumadinho, state of Minas Gerais, Brazil. The failure released a flow of tailings debris, destroying some of Vale’s facilities, affecting local communities and disturbing the environment. The tailings released have caused an impact of around 315 km in extension, reaching the nearby Paraopeba River. The dam failure in Brumadinho (“event”) resulted in 270 fatalities or presumed fatalities, including two pregnant women, and caused extensive property and environmental damage in the region.
As a result of the dam failure, the Company recognized provisions to meet its assumed obligations, including indemnification to those affected by the event, remediation of the impacted areas and compensation to the society. In addition, the Company has incurred expenses, which have been recognized straight to the income statement, in relation to tailings management, communication services, humanitarian assistance, payroll, legal services, water supply, among others.
Effects in income statements
| Three-month<br>period ended<br><br>September<br>30, | Nine-month<br>period ended<br><br>September<br>30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Integral<br>Reparation Agreement | 2 | 8 | 32 | 59 |
| Other<br>obligations | (7) | (56) | (86) | (87) |
| Incurred<br>expenses | (76) | (79) | (232) | (278) |
| Insurance | 3 | 1 | 8 | 9 |
| Expenses<br>related to Brumadinho event | (78) | (126) | (278) | (297) |
Changes in the provision in the period
| December<br>31, 2024 | Changes<br>in estimates | Monetary<br>and present value adjustments | Disbursements | Translation<br>adjustment | September<br>30, 2025 | |
|---|---|---|---|---|---|---|
| Integral<br>Reparation Agreement | ||||||
| Payment<br>obligations | 304 | (5) | 36 | (95) | 44 | 284 |
| Provision<br>for socio-economic reparation and others | 327 | (15) | 37 | (53) | 52 | 348 |
| Provision<br>for social and environmental reparation | 533 | (12) | 67 | (190) | 82 | 480 |
| 1,164 | (32) | 140 | (338) | 178 | 1,112 | |
| Other<br>obligations | ||||||
| Tailings<br>containment, geotechnical safety and environmental reparation | 504 | 10 | 55 | (120) | 81 | 530 |
| Individual<br>indemnification | 49 | 9 | 8 | (33) | 6 | 39 |
| Other | 253 | 67 | 20 | (103) | 42 | 279 |
| 806 | 86 | 83 | (256) | 129 | 848 | |
| Liability | 1,970 | 54 | 223 | (594) | 307 | 1,960 |
The cash flow for obligations are estimated for an average period ranging from 5 to 7 years and were discounted to the present value at a rate in real terms, which increased from 7.88% on December 31, 2024, to 8.58% on September 30, 2025.
| 35 | |
|---|---|
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | |
| --- | |
| Judicial Settlement for Integral Reparation | |
| --- |
On February 4, 2021, the Company entered into a Judicial Settlement for Integral Reparation (“Global Settlement”), which was under negotiations since 2019, with the State of Minas Gerais, the Public Defender of the State of Minas Gerais and the Federal and the State of Minas Gerais Public Prosecutors Offices, to repair the environmental and social damage resulting from the Dam I rupture. As a result of the Global Settlement, the requests for the reparation of socioenvironmental and socioeconomic damages caused by the dam failure were substantially resolved.
The Global Settlement includes: (i) payment obligations, of which the funds will be used directly by the State of Minas Gerais and Institutions of Justice for socioeconomic and socioenvironmental compensation projects; (ii) socioeconomic projects in Brumadinho and other municipalities; and (iii) compensation of the environmental damage caused by the dam failure. These obligations are projected for an average period of 5 years.
In addition, the Global Settlement addresses the diffuse and collective socioeconomic damages resulting from the disaster, with the exception of supervening damages, individual damages and homogeneous individual damages of a divisible nature, in accordance with the claims of the lawsuits not extinguished by the Global Settlement.
For the measures described in items (i) and (ii), the amounts are specified in the Global Settlement. For the execution of the environmental recovery, actions have no cap limit, despite having been estimated in the Global Settlement due to the Company's legal obligation to fully repair the environmental damage caused by the dam failure. Therefore, although Vale is monitoring this provision, the amount recorded could materially change depending on several factors that are not under the Company’s control.
| Other obligations |
|---|
The Company is also working to ensure geotechnical safety of the remaining structures at the Córrego do Feijão mine, in Brumadinho, and the removal and proper disposal of the tailings of Dam I, including dredging part of the released material and de-sanding from the channel of the river Paraopeba.
For the individual indemnification, Vale and the Public Defendants of the State of Minas Gerais formalized an agreement on April 5, 2019, under which those affected by the Brumadinho’s dam failure may join an individual or family group out-of-court settlement agreements for the indemnification of material, economic and moral damages. This agreement establishes the basis for a wide range of indemnification payments, which were defined according to the best practices and case law of Brazilian Courts, following rules and principles of the United Nations.
a) Legal Proceedings
| Class action in the United States |
|---|
Vale is defending itself against a class action brought before a Federal Court in New York and filed by holders of securities - American Depositary Receipts ("ADRs") - issued by Vale.
In August 2024, the Court held a hearing to consider Vale's Motion for Class Decertification, as well as the parties' Cross Motions to Exclude Expert. A decision from the Court is currently pending.
In November 2021, a new complaint was filed by eight investment funds that chose to seek redress for alleged damages independently and separately from the class members of the main action, with the same allegations presented in the main class action. A decision from the Court on Vale's preliminary defense ("motion to dismiss") has been pending since December 2023.
The likelihood of loss of these proceedings is considered possible. However, considering the current phase of these lawsuits, it is not yet possible to reliably estimate the amount of a potential loss. The amount of damages sought in these claims is unspecified.
| 36 | |
|---|---|
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | |
| --- | |
| Arbitration proceedings in Brazil filed by shareholders, a class association and foreign investment funds | |
| --- |
In Brazil, Vale is a defendant in one arbitration filed by 385 minority shareholders and three arbitrations filed by foreign investment funds. Vale was also a defendant in two arbitrations filed by a class association allegedly representing all Vale’s noncontrolling shareholders, which were dismissed in August 2024.
In the four ongoing proceedings, the claimants argue that Vale was aware of the risks associated with the dam and failed to disclose it to its shareholders. Based on such argument, they claim compensation for losses caused by the decrease in share price.
The expectation of loss is classified as possible for the four procedures and, considering the initial phase, it is not possible at this time to reliably estimate the amount of a possible loss.
In one of the proceedings filed by foreign legal entities, the Claimants initially estimated the amount of the alleged losses would be approximately US$330 (R$1,800 million), subject to interest and monetary adjustments. In another proceeding filed by foreign legal entities, the Claimants initially estimated the amount of the alleged losses would be approximately US$715 (R$3,900 million), subject to interest and monetary adjustments. In the procedure presented by minority shareholders, the applicants estimated the alleged losses at approximately US$550 (R$3,000 million), subject to interest and monetary adjustments, which could be increased later, as alleged by the applicants.
The Company disagrees with the ongoing proceedings and understands that, in this case and at the current stage of the proceedings, the probability of loss in the amount claimed by the claimants is remote.
24. Liabilities related to associates and joint ventures
In November 2015, the Fundão tailings dam owned by Samarco Mineração S.A. (“Samarco”) experienced a failure, flooding certain communities and impacting communities and the environment along the Doce River. The dam failure resulted in 19 fatalities and caused property and environmental damage to the affected areas. Samarco is a joint venture equally owned by Vale S.A. and BHP Billiton Brasil Ltda. (‘‘BHPB’’).
Thus, Vale, Samarco, and BHPB entered into agreements with the Federal Union, the States of Minas Gerais and Espírito Santo, and some other federal and state agencies, establishing the creation of socioenvironmental and socioeconomic programs aimed at adopting measures for mitigation, remediation, and compensation of damages. However, the requirements established reparation measures in the agreements could not be fully implemented within the established period, and the involved parties began initiated further negotiations to seek a definitive agreement for the resolution of all obligations related to the dam collapse.
a) Definitive Settlement for the full reparation
In October 2024, Vale, Samarco and BHPB, together with the Brazilian Federal Government, the State Governments of Minas Gerais and Espírito Santo, the Federal and State Public Prosecutors’ and Public Defenders’ Offices and other Brazilian public entities (jointly, “the Parties”) entered into a new agreement (“Definitive Settlement”) on integral and definitive reparation of the impacts of Fundão dam collapse, in Mariana, Minas Gerais. The agreement was ratified in November 2024.
The Definitive Settlement replaced all of the previously signed agreements and addressed Brazilian public authorities the claims related to the Fundão dam collapse, from the perspective of socioenvironmental and socioeconomical damages.
| 37 | |
|---|---|
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | |
| --- |
The total amount of the Definitive Settlement is US$31.7 billion (R$170 billion), comprising past and future obligations, to serve the people, communities and environment impacted by the dam failure. It includes:
| • | US$7.9<br>billion (R$38 billion) already incurred, from the date of the dam collapse until the Definitive Settlement, by Vale, Samarco and BHPB<br>with remediation and compensation measures and, therefore, do not constitute the Company’s provision balance; |
|---|---|
| • | US$18 billion (R$100<br>billion) paid over 20 years to the Federal Government, the States of Minas Gerais and Espírito Santo, the municipalities and which<br>will also be used by Justice Institutions, to fund compensatory actions tied to public policies; and |
| --- | --- |
| • | US$5.8<br>billion (R$32 billion) in performance obligations executed by Samarco, including initiatives for individual indemnification, resettlement,<br>and environmental recovery. The expectation is that the cash disbursement related to these obligations will occur substantially over the<br>next 3 years. |
| --- | --- |
Samarco has primary responsibility for funding the obligations related to the Definitive Settlement. Vale and BHPB have secondary funding obligations in the proportion to their 50 per cent shareholding in Samarco, in extent to which Samarco may not be able to fund the future cash outflows.
The judicial ratification of the Definitive Settlement ended a series of relevant lawsuits, moved in Brazil. Vale, jointly with BHPB and Samarco, is requiring the archive of these proceedings.
b) Provision related to the Samarco dam failure
The Company recognized an addition to the provision in the amount of US$182 in the nine-month period ended September 30, 2025, substantially related to a revision on the costs to complete individual indemnification programs. The changes on the provision are presented below:
| Total | |
|---|---|
| Balance<br>as of December 31, 2024 | 3,663 |
| Changes<br>in estimates | 182 |
| Monetary<br>and present value adjustments | 153 |
| Disbursements | (2,122) |
| Translation<br>adjustments | 525 |
| Balance<br>as of September 30, 2025 | 2,401 |
The cash outflows to meet the obligations are discounted to present value at an annual rate in real terms, which decreased from 7.30% on December 31, 2024, to 7.18% on September 30, 2025.
c) Remaining legal proceedings
With the Definitive Agreement, the public civil actions brought by the Brazilian Justice Institutions and Brazilian public authorities were substantially resolved and the parameters for compliance with the reparation and compensation for damages were defined. Thus, the remaining most relevant legal proceedings are shown below:
| Claims in the United Kingdom and the Netherlands |
|---|
In July 2024, Vale and BHP have entered into a confidential agreement without any admission of liability pursuant to Vale and BHP will share equally any potential payment obligations arising from the UK and Dutch Claims, described below.
London claim - As a result of the rupture of Samarco’s Fundão dam failure, BHP Group Ltd (“BHP”) was named as defendant in group action claims for damages filed in the courts of England and Wales for various plaintiffs, between individuals, companies and municipalities from Brazil that were supposedly affected by the Samarco dam failure (the “UK Claim”).
The proceedings against BHP are still progressing in London and the oral testimony phase of the first stage of the trial, in which the liability issues of the BHP group companies are dealt with, took place between October 2024 and March 2025. If BHP's liability is confirmed, a second stage trial will be held to discuss and determine the amount of damages, scheduled to begin in October 2026 and is expected to last 22 weeks. On the first week of July, it was held a case management conference in anticipation of a possible 2nd stage trial. BHP’s deadline for submitting a complementation of its response is currently ongoing.
The likelihood of loss of these proceedings is considered possible. However, considering the current phase, it is not yet possible to reliably estimate the amount of a potential loss, and an estimate may become quantifiable as the case progresses.
| 38 | |
|---|---|
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | |
| --- |
Netherlands proceeding - In March 2024, a court in Amsterdam granted a preliminary injunction freezing the shares in Vale Holdings B.V., a wholly owned subsidiary incorporated in the Netherlands, and the economic rights attached to those shares, in guarantee of an amount of approximately US$1,124 (EUR955 million). The freezing orders were issued in anticipation of a legal action to be brought against Vale by certain Brazilian municipalities and an organization that represents individuals and small businesses that claim to have been affected by the collapse of Samarco’s Fundão dam in 2015. With the adherence of three municipalities (Iapu, Ponte Nova and Rio Casca) to the Definitive Settlement, their lawsuit was discontinued, with the attachment being reduced to US$877 (EUR745.4 million). In July 2025, a case management conference was held to establish the procedural timeline. The Court has decided that the proceedings will be divided into 3 stages: (i) for the exam of the Court’s jurisdiction on the case; (ii) if accepted the jurisdiction, the general exam of the companies’ liability defenses, (iii) if accepted the companies’ liability, a third stage trial will be held to assess the individual damages of the claimants. Vale’s deadline is currently ongoing to present its jurisdiction application, and a hearing is expected to be held in 2026.
The likelihood of loss of these proceedings is considered possible. However, considering the initial phase, it is not yet possible to reliably estimate the amount of a potential loss, and an estimate may become quantifiable as the case progresses.
d) Judicial reorganization of Samarco
In April 2021, Samarco filed for Judicial Reorganization (“JR”) with the Courts of Minas Gerais to renegotiate its debt, which was held by bondholders abroad. The purpose of JR was to restructure Samarco’s debts and establish an independent and sustainable financial position, allowing Samarco to keep working to resume its operations safely and to fulfill its obligations for mitigation, remediation, and compensation of damages.
In May 2023, Vale S.A. entered into a binding agreement jointly with BHPB, Samarco and certain creditors which hold together more than 50% of Samarco's debt, setting the parameters of Samarco’s debt restructuring to be implemented through a consensual restructuring plan, which was approved by the creditors, submitted to the JR Court in July 2023, and confirmed by the judge in September 2023.
In December 2023, Samarco’s existing US$4.8 billion financial debt held by creditors was exchanged for approximately US$3.9 billion of long-term unsecured debt, bearing interest from 2023 to 2031.
After the execution of the plan, Samarco has a lean capital structure, in line with its operational ramp-up and cash flow generation. The plan considers the fund for the reparation and compensation programs capped at US$1 billion from 2024 to 2030, of which US$365 has already been incurred, and additional contributions after that period due to the Samarco’s projected cash flows generation.
In August 2025, Samarco's judicial reorganization process was concluded by decision of the 2nd Business Court of the District of Belo Horizonte, with a favorable opinion from the Public Prosecutor's Office of the State of Minas Gerais, which concluded that the judicial reorganization had fulfilled its purpose. Samarco will continue to comply with the remaining obligations, in accordance with the terms and deadlines established.
| 39 | |
|---|---|
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | |
| --- |
25. Provision for de-characterization of dam structures and asset retirement obligations
The Company is subject to local laws and regulations, that require the decommissioning of the assets that Vale operates at the end of their useful lives, therefore, expenses related to the demobilization occur after the end of operational activities and throughout the life of operations through progressive closures. These obligations are regulated in Brazil at the Federal and State levels by ANM (National Mining Agency) and Environmental Agencies, respectively. Among the requirements, the closure plans must consider the physical, chemical and biological stability of the areas and post-closure actions for the period necessary to verify the effectiveness of the decommissioning. These obligations are accrued and are subject to critical estimates and assumptions applied to the measurement of costs by the Company. Depending on the geotechnical characteristics of the structures, the Company is required to de-characterize the structures, as shown in item a) below.
Effects in the income statement
| Three-month<br>period ended September 30, | Nine-month<br>period ended September 30, | ||||
|---|---|---|---|---|---|
| Reference | 2025 | 2024 | 2025 | 2024 | |
| De-characterization<br>of upstream geotechnical structures | 25(a) | 53 | – | 118 | 131 |
| Obligation<br>for asset decommissioning | 25(b) | 3 | 6 | (9) | 38 |
| Environmental<br>obligations | 25(b) | – | – | – | (22) |
| Total | 56 | 6 | 109 | 147 |
Provision changes during the period
| Notes | De-characterization<br>of upstream geotechnical structures (i) | Asset<br>retirement obligations | Environmental<br>obligations | Total | |
|---|---|---|---|---|---|
| Balance<br>as of December 31, 2024 | 2,213 | 3,106 | 444 | 5,763 | |
| Changes<br>in estimates - amounts for closed plants charged to the income statement | (118) | 9 | – | (109) | |
| Changes<br>in estimates – capitalized value for operational plants | – | 3 | 21 | 24 | |
| Disbursements | (272) | (148) | (123) | (543) | |
| Monetary<br>and present value adjustments | 132 | 110 | 21 | 263 | |
| Transfer<br>to assets held for sale | 15(a) | – | (2) | (22) | (24) |
| Translation<br>adjustments | 351 | 290 | 57 | 698 | |
| Balance<br>as of September 30, 2025 | 2,306 | 3,368 | 398 | 6,072 |
(i) The cash flow for de-characterization projects are estimated for a period up to 13 years and were discounted to present value at an annual rate in real terms, which decreased from 7.36% to 7.34%.
a) De-characterization of upstream geotechnical structures
As a result of the Brumadinho dam failure (note 23) and, in compliance with laws and regulations, the Company has decided to accelerate the plan to “de-characterize” of all its dams and dikes built under the upstream method, located in Brazil. These structures are in different stages of maturity of engineering projects, for which the estimate of expenditures includes in its methodology a high degree of uncertainty in the definition of the total cost of the project in accordance with best market practices.
The Company also operates tailings dams in Canada, including upstream compacted dams. However, the Company decided that these dams will be decommissioned using other methods, thus, the provision to carry out the decommissioning of dams in Canada is recognized as “Obligations for decommissioning assets and environmental obligations”, as presented in item (b) below.
Operational stoppage and idle capacity
The Company has suspended some operations due to judicial decisions or technical analysis performed by Vale regarding the safety of its geotechnical structures located in Brazil. The Company has been recording losses in relation to the operational stoppage and idle capacity of the Iron Solutions segment in the amounts of US$10 and US$31 for the three and nine-month period ended September 30, 2025, respectively (2024: US$36 and US$108, respectively). The Company is working on legal and security to resume operations.
| 40 | |
|---|---|
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | |
| --- |
b) Asset retirement obligations and environmental obligations
| Liability | Discount<br>rate | Cash<br>flow maturity | ||||
|---|---|---|---|---|---|---|
| September<br>30, 2025 | December<br>31, 2024 | September<br>30, 2025 | December<br>31, 2024 | September<br>30, 2025 | December<br>31, 2024 | |
| Liability<br>by geographical area | ||||||
| Brazil | 1,983 | 1,784 | 7.22% | 7.38% | 2132 | 2132 |
| Canada | 1,509 | 1,520 | 1.62% | 1.44% | 2152 | 2152 |
| Oman | 142 | 142 | 3.35% | 3.66% | 2035 | 2035 |
| Other<br>regions | 132 | 104 | 2.59% | 2.77% | - | - |
| 3,766 | 3,550 | |||||
| Operating<br>plants | 2,771 | 2,509 | ||||
| Closed<br>plants | 995 | 1,041 | ||||
| 3,766 | 3,550 |
Financial guarantees
The Company has guarantees issued by financial institutions in the amount of US$1,114 as of September 30, 2025 (December 31, 2024: US$1,091), in connection with the asset retirement obligations for its Energy Transition Metals operations. The financial cost of these guarantees is immaterial.
The Company is a defendant in numerous legal and administrative actions in the ordinary course of business, including civil, tax, environmental and labor proceedings.
The Company makes use of estimates to recognize the amounts and the probability of outflow of resources, based on reports and technical assessments and on management’s assessment. Provisions are recognized for probable losses of which a reliable estimate can be made.
Arbitral, legal and administrative decisions against the Company, new jurisprudence and changes of existing evidence can result in changes regarding the probability of outflow of resources and on the estimated amounts, according to the assessment of the legal basis.
The lawsuits related to Brumadinho event (note 23) and the Samarco dam failure (note 24) are presented in its specific notes to these financial statements and, therefore, are not disclosed below. In addition, the tax litigation related to income tax and social contribution is presented in note 7(d).
a) Provision for legal and administrative proceedings
Effects in income statements
| Three-month<br>period ended September 30, | Nine-month<br>period ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Tax<br>litigations | (64) | (13) | (66) | (18) |
| Civil<br>litigations | (7) | (1) | 32 | (19) |
| Labor<br>litigations | (57) | (26) | (153) | (104) |
| Environmental<br>litigations | – | – | (31) | (3) |
| Total | (128) | (40) | (218) | (144) |
| 41 | ||||
| --- | --- | |||
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | ||||
| --- |
Changes in the provisions in the period
| Tax<br>litigation | Civil<br>litigation | Labor<br>litigation | Environmental<br>litigation | Total<br>of litigation provision | |
|---|---|---|---|---|---|
| Balance<br>as of December 31, 2024 | 201 | 290 | 482 | 40 | 1,013 |
| Additions<br>and reversals, net | 66 | (32) | 153 | 31 | 218 |
| Payments | (19) | (166) | (75) | (30) | (290) |
| Indexation<br>and interest | 11 | 27 | 31 | 1 | 70 |
| Transfer<br>to held for sale and payables taxes | (79) | (5) | – | (27) | (111) |
| Translation<br>adjustment | 31 | 38 | 87 | 4 | 160 |
| Balance<br>as of September 30, 2025 | 211 | 152 | 678 | 19 | 1,060 |
| Balance<br>as of December 31, 2023 | 90 | 380 | 514 | 15 | 999 |
| Additions<br>and reversals, net | 18 | 19 | 104 | 3 | 144 |
| Payments | (12) | (67) | (87) | – | (166) |
| Indexation<br>and interest | 12 | 22 | 2 | 1 | 37 |
| Acquisition<br>of Aliança Energia | – | 6 | – | 27 | 33 |
| Translation<br>adjustment | (11) | (45) | (59) | (1) | (116) |
| Balance<br>as of September 30, 2024 | 97 | 315 | 474 | 45 | 931 |
The Company has considered all information available to assess the likelihood of an outflow of resources and in the preparation of the estimate of the costs that may be required to settle the obligations.
Tax litigations – The Company is party to several administrative and legal proceedings related mainly to the incidence of Brazilian federal contributions ("PIS" and "COFINS"), Value-added tax ("ICMS") and other taxes.
Civil litigations – Refers to lawsuits for: (i) indemnities for losses, payments and contractual fines due to contractual imbalance or non-compliance that are alleged by suppliers, and (ii) land claims referring to real estate Vale's operational activities.
Labor litigations – Refers to lawsuits for claims by in-house employees and service providers, primarily involving demands for additional compensation for overtime work, moral damages or health and safety conditions.
Environmental litigations – Refers mainly to proceedings for environmental damages and issues related to environmental licensing.
b) Contingent liabilities
| September<br>30, 2025 | December<br>31, 2024 | |
|---|---|---|
| Tax<br>litigations | 7,113 | 5,995 |
| Civil<br>litigations | 1,915 | 1,274 |
| Labor<br>litigations | 371 | 292 |
| Environmental<br>litigations | 1,215 | 1,050 |
| Total | 10,614 | 8,611 |
The relevant developments since the financial statements for the year ended December 31, 2024 are presented as follow:
| Civil litigations - Public civil action in the Tamanduá Mine |
|---|
In August 2025, the Brazilian Federal Attorney General’s Office filed a public civil action against Vale in the Brazilian Federal Regional Court of the 6th Region, alleging irregular exploitation of the Tamanduá Mine, located in Nova Lima (MG). The claim amount is US$392, and the risk of loss in this proceeding was classified as possible as of September 30, 2025.
c) Judicial deposits
| September<br>30, 2025 | December<br>31, 2024 | |
|---|---|---|
| Tax<br>litigations | 395 | 338 |
| Civil<br>litigations | 109 | 78 |
| Labor<br>litigations | 121 | 110 |
| Environmental<br>litigations | 13 | 11 |
| Total | 638 | 537 |
d) Guarantees contracted for legal proceedings
In addition to the above-mentioned tax, civil, labor and environmental judicial deposits, the Company contracted US$3.5 billion (December 31, 2024: US$2.9 billion) in guarantees for its lawsuits, as an alternative to judicial deposits.
| 42 | |
|---|---|
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | |
| --- |
| Current<br>liabilities | Non-current<br>liabilities | ||||
|---|---|---|---|---|---|
| Notes | September<br>30, 2025 | December<br>31, 2024 | September<br>30, 2025 | December<br>31, 2024 | |
| Payroll,<br>related charges and other remunerations | 895 | 934 | — | – | |
| Charges<br>related to share-based payments | 27(a) | 48 | 16 | — | – |
| Employee<br>post retirement obligation | 27(b) | 69 | 62 | 1,212 | 1,118 |
| 1,012 | 1,012 | 1,212 | 1,118 |
a) Share-based payments
For the long-term incentive programs, the Company compensation plans include Matching Program and Performance Share Unit program (“PSU”), with three-year-vesting cycles, respectively, with the aim of encouraging employee’s retention and encouraging their performance. The fair value of the programs is recognized on a straight-line basis on equity, with a corresponding entry in the income statement, over the three-year required service period, net of estimated losses. The charges related to these programs are recorded in liabilities as “Employee benefits”.
Matching Program
The fair value of the Matching program was estimated using the Company's share price and ADR and the number of shares granted on the grant date. The information by valid programs during the nine-month period ended September 31, 2025 is shown below:
| 2025 Program | 2024 Program | 2023 Program | |
|---|---|---|---|
| Granted shares | 2,453,783 | 2,244,659 | 1,330,503 |
| Share price | 10.13 | 12.02 | 15.94 |
Performance Shares Units (“PSU”)
The fair value of the PSU program was measured by estimating the performance factor using Monte Carlo simulations for the Return to Shareholders Indicator and health and safety and sustainability indicators. The assumptions used for the Monte Carlo simulations are shown in the table below by valid program during the nine-month period ended September 30, 2025, as well as the result used to calculate the expected value of the total performance factor.
| 2025 Program | 2024 Program | 2023 Program | |
|---|---|---|---|
| Granted shares | 1,973,979 | 1,873,175 | 1,177,755 |
| Date shares were granted | May 06, 2025 | April 29, 2024 | January 2, 2023 |
| Share price | 9.31 | 12.49 | 16.60 |
| Expected volatility | 33.82% | 35.60% | 48.33% |
| Expected term (in years) | 3 | 3 | 3 |
| Expected shareholder return indicator | 87.67% | 66.95% | 72.42% |
| Expected performance factor | 93.83% | 87.71% | 69.17% |
b) Employee post-retirement obligation
Reconciliation of assets and liabilities recognized in the statement of financial position
| September<br>30, 2025 | December<br>31, 2024 | |||
|---|---|---|---|---|
| Overfunded<br>pension plans | Underfunded<br>pension plans and other benefits | Overfunded<br>pension plans | Underfunded<br>pension plans and other benefits | |
| Movements<br>of assets ceiling | ||||
| Balance<br>at beginning of the period | 860 | – | 1,071 | – |
| Interest<br>income | 51 | – | 69 | – |
| Changes<br>on asset ceiling | 17 | – | (76) | – |
| Translation<br>adjustment | 116 | – | (204) | – |
| Balance<br>at end of the period | 1,044 | – | 860 | – |
| Amount<br>recognized in the statement of financial position | ||||
| Present<br>value of actuarial liabilities | (3,566) | (2,047) | (3,346) | (1,923) |
| Fair<br>value of assets | 4,748 | 766 | 4,316 | 743 |
| Effect<br>of the asset ceiling | (1,044) | – | (860) | – |
| Assets<br>(liabilities) | 138 | (1,281) | 110 | (1,180) |
| Current<br>liabilities | 11 | (69) | – | (62) |
| Non-current<br>assets (liabilities) (i) | 127 | (1,212) | 110 | (1,118) |
| Assets<br>(liabilities) | 138 | (1,281) | 110 | (1,180) |
(i) Overfunded pension plans assets are recorded as “Other non-current assets” in the balance sheet.
| 43 | |
|---|---|
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | |
| --- |
a) Share capital
As of September 30, 2025, the share capital was US$61,614 corresponding to 4,539,007,580 shares issued and fully paid without par value. The Board of Directors may, regardless of changes to by-laws, approve the issue and cancelation of common shares, including the capitalization of profits and reserves to the extent authorized.
| September 30, 2025 | |||
|---|---|---|---|
| Shareholders | Common shares | Golden shares | Total |
| Previ (i) | 394,476,482 | – | 394,476,482 |
| Mitsui&co (i) | 286,347,055 | – | 286,347,055 |
| Blackrock, Inc (ii) | 267,178,371 | – | 267,178,371 |
| Total shareholders with more than 5% of capital | 948,001,908 | – | 948,001,908 |
| Free floating | 3,320,778,233 | – | 3,320,778,233 |
| Golden shares | – | 12 | 12 |
| Total outstanding (without shares in treasury) | 4,268,780,141 | 12 | 4,268,780,153 |
| Shares in treasury | 270,227,427 | – | 270,227,427 |
| Total capital | 4,539,007,568 | 12 | 4,539,007,580 |
(i) Number of shares owned by shareholders, as per statement provided by the custodian, based on shares listed at B3.
(ii) Number of shares as reported in the BlackRock, Inc.’s Schedule 13F, filed with the SEC on August 14, 2025 and Bradesco's database estimate on June 30, 2025.
b) Share buyback program
In February 2025, the Board of Directors approved the common shares buyback program, limited to a maximum of 120,000,000 common shares or their respective ADRs, with a term of 18 months started from the end of the ongoing program, detailed below:
| Total<br>of shares repurchased | Effect<br>on cash flows | |||
|---|---|---|---|---|
| Nine-month<br>period ended September 30, | ||||
| 2025 | 2024 | 2025 | 2024 | |
| Shares<br>buyback program up to 150,000,000 shares (i) | ||||
| Acquired<br>by Parent | – | 17,413,659 | – | 240 |
| Acquired<br>by wholly owned subsidiaries | – | 11,645,514 | – | 169 |
| Total | – | 29,059,173 | – | 409 |
(i) On October 26, 2023 a new share buyback program limited to a maximum of 150,000,000 common shares and their respective ADRs, over the next 18 months started from the end of the program previously on going.
c) Remuneration approved
The Company's By-laws determines as its minimum mandatory remuneration to Vale shareholders an amount equal to 25% of the net income, after appropriations to legal and tax incentive reserves. The remuneration approved as interest on capital (“JCP”) is gross up with the income tax applicable to Vale’s shareholders. The remuneration to Vale’s shareholders was based on the following resolutions:
Remuneration approved in the nine-month period ended September 30, 2025
| • | On<br>July 31, 2025, the Board of Directors approved JCP to its shareholders in total amount of US$1,448 (R$8,091 million), which was paid<br>in September 2025 as an anticipation of the remuneration for the year ending on December 31, 2025. |
|---|---|
| • | On<br>February 19, 2025, the Board of Directors approved dividends to shareholders in the total amount of US$1,596 (R$9,143 million), approved<br>as additional remuneration for the year ended December 31, 2024. This remuneration was fully paid in March 2025. |
| --- | --- |
| 44 | |
| --- | --- |
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | |
| --- |
Remuneration approved in the nine-month period ended September 30, 2024
| • | On<br>July 25, 2024, the Board of Directors approved interest on capital to its shareholders in the total amount of US$1,608 (R$8,940 million),<br>as an anticipation of the remuneration for the year ended December 31, 2024. This remuneration was fully paid in September 2024. |
|---|---|
| • | On<br>February 22, 2024, the Board of Directors approved dividends to shareholders in the total amount of US$2,364 (R$11,722 million), for the<br>year ended December 31, 2023. This remuneration was fully paid in March 2024. |
| --- | --- |
The Company’s related parties are subsidiaries, joint ventures, associates, shareholders and its related entities and key management personnel of the Company.
Related party transactions were made by the Company on terms equivalent to those that prevail in arm´s-length transactions, with respect to price and market conditions that are no less favorable to the Company than those arranged with third parties.
Net operating revenue relates to sale of iron ore to the steelmakers and right to use capacity on railroads. Cost and operating expenses mostly relate to the variable lease payments of the pelletizing plants.
Purchases, accounts receivable and other assets, and accounts payable and other liabilities relate largely to amounts charged by joint ventures and associates related to the pelletizing plants operational lease and railway transportation services.
a) Transactions with related parties
| Three-month<br>period ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Net<br>operating revenue | Cost<br>and operating expenses | Financial<br>result | Net<br>operating revenue | Cost<br>and operating expenses | Financial<br>result | |
| Joint<br>Ventures | ||||||
| Aliança<br>Geração de Energia S.A. | – | – | – | – | (12) | – |
| Pelletizing<br>companies (i) | – | (30) | (8) | – | (81) | (6) |
| MRS<br>Logística S.A. | – | (126) | – | – | (124) | – |
| Norte<br>Energia S.A. | – | (21) | – | – | (23) | – |
| Other | 3 | (73) | – | 7 | (1) | – |
| 3 | (250) | (8) | 7 | (241) | (6) | |
| Associates | ||||||
| VLI | 62 | (10) | (2) | 85 | (13) | (1) |
| PTVI | – | (171) | – | – | (203) | – |
| Anglo<br>American | – | (96) | 2 | – | – | – |
| Other | – | – | – | – | (1) | – |
| 62 | (277) | – | 85 | (217) | (1) | |
| Shareholders | ||||||
| Bradesco | – | – | 44 | – | – | 36 |
| Mitsui | 22 | – | – | 59 | – | – |
| Cosan | – | – | – | 2 | – | – |
| Banco<br>do Brasil | – | – | – | – | – | – |
| 22 | – | 44 | 61 | – | 36 | |
| Total | 87 | (527) | 36 | 153 | (458) | 29 |
(i) Aggregated entities: Companhia Coreano-Brasileira de Pelotização, Companhia Hispano-Brasileira de Pelotização, Companhia Ítalo-Brasileira de Pelotização and Companhia Nipo-Brasileira de Pelotização.
| 45 | ||||||
|---|---|---|---|---|---|---|
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | ||||||
| --- | ||||||
| Nine-month<br>period ended September 30, | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| 2025 | 2024 | |||||
| Net<br>operating revenue | Cost<br>and operating expenses | Financial<br>result | Net<br>operating revenue | Cost<br>and operating expenses | Financial<br>result | |
| Joint<br>Ventures | ||||||
| Aliança<br>Geração de Energia S.A. | – | – | – | – | (63) | – |
| Pelletizing<br>companies (i) | – | (59) | (28) | – | (233) | (22) |
| MRS<br>Logística S.A. | – | (340) | – | – | (340) | – |
| Norte<br>Energia S.A. | – | (49) | – | – | (54) | – |
| Other | 19 | (200) | – | 24 | (8) | (3) |
| 19 | (648) | (28) | 24 | (698) | (25) | |
| Associates | ||||||
| VLI | 227 | (32) | (4) | 276 | (23) | (2) |
| PTVI | – | (468) | – | – | (203) | – |
| Anglo<br>American | – | (144) | 9 | – | – | – |
| Other | – | – | (3) | – | (2) | 3 |
| 227 | (644) | 2 | 276 | (228) | 1 | |
| Shareholders | ||||||
| Bradesco | – | – | 278 | – | – | (194) |
| Mitsui | 83 | – | – | 176 | – | – |
| Cosan | 8 | (16) | – | 2 | (3) | – |
| Banco<br>do Brasil | – | – | – | – | – | 1 |
| 91 | (16) | 278 | 178 | (3) | (193) | |
| Total | 337 | (1,308) | 252 | 478 | (929) | (217) |
b) Outstanding balances with related parties
| Assets | ||||||
|---|---|---|---|---|---|---|
| September<br>30, 2025 | December<br>31, 2024 | |||||
| Cash<br>and cash equivalents | Accounts<br>receivable | Dividends<br>receivable and other assets | Cash<br>and cash equivalents | Accounts<br>receivable | Dividends<br>receivable and other assets | |
| Joint<br>Ventures | ||||||
| Pelletizing<br>companies (i) | – | – | – | – | – | 34 |
| MRS<br>Logística S.A. | – | – | 37 | – | 13 | 32 |
| Other | – | 5 | – | – | 5 | – |
| – | 5 | 37 | – | 18 | 66 | |
| Associates | ||||||
| VLI | – | 54 | – | – | 19 | – |
| PTVI | – | 1 | – | – | – | – |
| Anglo<br>American | – | – | 168 | – | – | 149 |
| Other | – | – | 4 | – | – | 1 |
| – | 55 | 172 | – | 19 | 150 | |
| Shareholders | ||||||
| Bradesco | 804 | – | 151 | 261 | – | 16 |
| Banco<br>do Brasil | 30 | – | – | 22 | – | – |
| Mitsui | – | 14 | – | – | 7 | – |
| Cosan | – | – | – | – | 3 | – |
| 834 | 14 | 151 | 283 | 10 | 16 | |
| Pension<br>plan | – | 21 | – | – | 16 | – |
| Total | 834 | 95 | 360 | 283 | 63 | 232 |
(i) Aggregated entities: Companhia Coreano-Brasileira de Pelotização, Companhia Hispano-Brasileira de Pelotização, Companhia Ítalo-Brasileira de Pelotização and Companhia Nipo-Brasileira de Pelotização.
| 46 | ||||
|---|---|---|---|---|
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | ||||
| --- | ||||
| Liabilities | ||||
| --- | --- | --- | --- | --- |
| September<br>30, 2025 | December<br>31, 2024 | |||
| Supplier<br>and contractors | Financial<br>instruments and other liabilities | Supplier<br>and contractors | Financial<br>instruments and other liabilities | |
| Joint<br>Ventures | ||||
| Pelletizing<br>companies (i) | 88 | 195 | 49 | 291 |
| MRS<br>Logística S.A. | 22 | – | 32 | – |
| Other | 66 | – | 66 | – |
| 176 | 195 | 147 | 291 | |
| Associates | ||||
| VLI | 2 | 110 | 2 | 47 |
| PTVI | 64 | – | 67 | – |
| Anglo<br>American | 58 | – | – | – |
| Other | 22 | – | 2 | – |
| 146 | 110 | 71 | 47 | |
| Shareholders | ||||
| Bradesco | – | 26 | – | 163 |
| Cosan | – | – | 1 | – |
| – | 26 | 1 | 163 | |
| Pension<br>plan | – | – | 11 | – |
| Total | 322 | 331 | 230 | 501 |
(i) Aggregated entities: Companhia Coreano-Brasileira de Pelotização, Companhia Hispano-Brasileira de Pelotização, Companhia Ítalo-Brasileira de Pelotização and Companhia Nipo-Brasileira de Pelotização.
c) Key management personnel compensation
During the nine-month period ended September 30, 2025, the compensation of the Company’s key management personnel was US$27 (2024: US$21).
| 47 | |
|---|---|
| Notes to the Consolidated Interim Financial Statements<br><br>Expressed in millions of United States dollar, unless otherwise stated | |
| --- |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Vale S.A.<br><br>(Registrant) | ||
|---|---|---|
| By: | /s/ Thiago Lofiego | |
| Date: October 30, 2025 | Director of Investor Relations |