STOCK TITAN

Vale posts R$23.8B Q3 EBITDA; strong cash from operations

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Vale S.A. filed a 6-K with reviewed interim results. The independent auditor reported no modifications, concluding that the condensed interim financial statements are prepared, in all material respects, under CPC 21 and IAS 34.

For Q3 2025, consolidated net operating revenue was R$56,701 million (R$52,978 million in Q3 2024) and net income reached R$14,671 million with EPS of R$3.42. Adjusted EBITDA totaled R$23,765 million, led by Iron Solutions at R$21,604 million and Energy Transition Metals at R$3,770 million. Nine-month cash from operations was R$50,599 million, with investing outflows including R$21,559 million in PP&E/intangibles and R$11,776 million related to Samarco. Financing included R$24,261 million of new borrowings and R$19,456 million distributed to shareholders.

Segment revenue remained concentrated in China, while FX and interest-rate hedges contributed positively to financial results. The company noted U.S. tariff actions in 2025 but stated it does not expect significant effects on operations or cash flows. Equity rose to R$224,733 million, and cash and equivalents stood at R$31,391 million as of September 30, 2025.

Positive

  • None.

Negative

  • None.

Insights

Solid quarter with strong cash generation; administrative in nature.

Vale posted higher Q3 revenue of R$56,701 million and net income of R$14,671 million, with Adjusted EBITDA at R$23,765 million. Iron Solutions drove most earnings (R$21,604 million), while Energy Transition Metals improved to R$3,770 million. FX and rate derivatives added to financial results, offsetting higher financial expenses.

Operating cash flow for the nine months was robust at R$50,599 million, while investing cash out included PP&E/intangibles of R$21,559 million and R$11,776 million related to Samarco. Shareholder distributions of R$19,456 million and new borrowings of R$24,261 million shaped financing flows.

Revenue exposure remained centered in China. The company indicated recent U.S. tariff changes but said impacts are not expected to be significant. Actual impact depends on commodity prices, cost trends, and ongoing obligations; subsequent filings may detail updates on concessions and liabilities.

 

 

 

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 on review of parent company and consolidated condensed interim financial statements 3
Interim Consolidated Income Statement 5
Interim Income Statement of the Parent Company 6
Interim Statement of Comprehensive Income 7
Interim Statement of Cash Flows 8
Interim Consolidated and Parent Statement of Financial Position 9
Interim Statement of Changes in Equity 10
Interim Value Added Statement 11
1. Corporate information 12
2. Basis of preparation of condense consolidated interim financial statements 13
3. Significant events and transactions related to the three-month period ended September 30, 2025 14
4. Information by business segment and geographic area 14
5. Costs and expenses by nature 18
6. Financial results 19
7. Taxes 19
8. Basic and diluted earnings per share 23
9. Cash flows reconciliation 23
10. Accounts receivable 25
11. Inventories 26
12. Suppliers and contractors 26
13. Other financial assets and liabilities 27
14. Investments in associates and joint ventures 29
15. Acquisitions and divestitures 31
16. Intangibles 33
17. Property, plant, and equipment 35
18. Financial and capital risk management 36
19. Financial assets and liabilities 39
20. Participative shareholders’ debentures 41
21. Loans and borrowings 41
22. Leases 43
23. Brumadinho dam failure 43
24. Liabilities related to associates and joint ventures 46
25. Provision for de-characterization of dam structures and asset retirement obligations 48
26. Legal proceedings 50
27. Employee benefits 52
28. Equity 53
29. Related parties 54

 

 

   
 2 
 

 

 

 

(A free translation of the original in Portuguese)

 

Report on review of parent company and consolidated condensed interim financial statements

 

To the Board of Directors and Shareholders

Vale S.A.

 

Introduction

 

We have reviewed the accompanying condensed interim statement of financial position of Vale S.A. ("Company") as at September 30, 2025 and the related condensed interim statements of income statement and comprehensive income for the quarter and nine-month period then ended, and the condensed interim statements of changes in equity and cash flows for the nine-month period then ended, as well as the accompanying consolidated condensed interim statement of financial position of the Company and its subsidiaries ("Consolidated") as at September 30, 2025 and the related consolidated condensed interim statements of income statement and comprehensive income for the quarter and nine-month period then ended, and the consolidated condensed interim statements of changes in equity and cash flows for the nine-month period then ended, and explanatory notes.

Management is responsible for the preparation and presentation of these parent company and consolidated condensed interim financial statements in accordance with the accounting standard CPC 21, Interim Financial Reporting, of the Brazilian Accounting Pronouncements Committee (CPC), and International Accounting Standard (IAS) 34 - Interim Financial Reporting, of the International Accounting Standards Board (IASB). Our responsibility is to express a conclusion on these condensed interim financial statements based on our review.

Scope of review

We conducted our review in accordance with Brazilian and International Standards on Reviews of Interim Financial Information (NBC TR 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Brazilian and International Standards on Auditing and consequently did not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

 

 

 

   
 3 
 

 

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying parent company and consolidated condensed interim financial statements referred to above are not prepared, in all material respects, in accordance with CPC 21 and IAS 34.

Other matters

Condensed statements of value added

The interim condensed financial statements referred to above include the parent company and consolidated condensed interim value added statements for the nine-month period ended September 30, 2025. These statements are the responsibility of the Company's management and are presented as supplementary information under IAS 34. These statements have been subjected to review procedures performed together with the review of the condensed interim financial statements for the purpose of concluding whether they are reconciled with the condensed interim financial statements and accounting records, as applicable, and if their form and content are in accordance with the criteria defined in the accounting standard CPC 09 - "Statement of Value Added". Based on our review, nothing has come to our attention that causes us to believe that these condensed interim value added statements have not been properly prepared, in all material respects, in accordance with the criteria established in this accounting standard, and consistent with the parent company and consolidated condensed interim financial statements taken as a whole.

Rio de Janeiro, October 30, 2025

 

 

/s/PricewaterhouseCoopers

Auditores Independentes Ltda.

CRC 2SP000160/F-5

 

 

Leandro Mauro Ardito

Contador CRC 1SP188307/O-0

 

 

   
 4 
 

Interim Consolidated Income Statement

In millions of Brazilian reais, except earnings per share

 

 

    Consolidated
  Notes Three-month period ended September 30, Nine-month period ended September 30,
    2025 2024 2025 2024
Net operating revenue 4(b) 56,701 52,978 153,919 146,604
Cost of goods sold and services rendered 5(a) (36,077) (34,827) (102,309) (94,555)
Gross profit   20,624 18,151 51,610 52,049
           
Operating expenses          
Selling and administrative 5(b) (858) (770) (2,445) (2,183)
Research and development   (820) (1,066) (2,437) (2,826)
Pre-operating and operational stoppage 25 (275) (491) (1,200) (1,423)

Impairment and gains (losses) on disposal of non-current assets, net

15(a), 16 and 17 (1,996) 6,341 (4,195) 11,756
Other operating expenses, net 5(c) (1,468) (1,777) (4,233) (4,496)
Operating income   15,207 20,388 37,100 52,877
           
Financial income 6 815 713 2,130 1,657
Financial expenses 6 (2,162) (2,069) (6,674) (5,651)
Other financial items, net 6 (510) (716) 4,873 (6,871)
Equity results and other results in associates and joint ventures 14 and 24 877 (3,174) 853 (1,974)
Income before income taxes   14,227 15,142 38,282 40,038
           
Income taxes 7 444 (1,871) (3,251) (3,849)
           
Net income   14,671 13,271 35,031 36,189
Net income (loss) attributable to noncontrolling interests   54 (115) 169 (80)
Net income attributable to Vale S.A.'s shareholders   14,617 13,386 34,862 36,269
           
Earnings per share attributable to Vale S.A.'s shareholders 8        
Basic earnings per common share (R$)   3.42 3.14 8.17 8.48
Diluted earnings per common share (R$)   3.42 3.14 8.16 8.48

 

 

 

The accompanying notes are an integral part of these interim financial statements.

   
 5 
 

Interim Income Statement of the Parent Company

In millions of Brazilian reais, except earnings per share

    Parent Company
    Three-month period ended September 30, Nine-month period ended September 30,
  Notes 2025 2024 2025 2024
           
Net operating revenue 4(b) 35,067 37,685 95,483 105,753
Cost of goods sold and services rendered 5(a) (18,636) (17,921) (52,236) (50,694)
Gross profit   16,431 19,764 43,247 55,059
           
Operating expenses          
Selling and administrative 5(b) (420) (379) (1,195) (1,089)
Research and development   (499) (563) (1,500) (1,514)
Pre-operating and operational stoppage 25 (269) (468) (1,092) (1,352)
Equity results and others results from subsidiaries 14 2,799 4,117 5,372 8,637
Impairment and gains (losses) on disposal of non-current assets, net 15(a), 16 and 17 (1,677) (337) (3,254) (500)
Other operating expenses, net 5(c) (1,124) (1,531) (3,163) (3,512)
Operating income   15,241 20,603 38,415 55,729
           
Financial income 6 472 283 1,217 777
Financial expenses 6 (2,072) (1,907) (6,388) (5,826)
Other financial items, net 6 (663) (453) 3,915 (4,999)
Equity results and other results in associates and joint ventures 14 and 24 877 (3,174) 853 (1,974)
Income before income taxes   13,855 15,352 38,012 43,707
           
Income taxes 7 762 (1,966) (3,150) (7,438)
           
Net income   14,617 13,386 34,862 36,269
           
Earnings per share attributable to Vale S.A.'s shareholders 8        
Basic earnings per common share (R$)   3.42 3.14 8.17 8.48
Diluted earnings per common share (R$)   3.42 3.14 8.16 8.48

 

The accompanying notes are an integral part of these interim financial statements.

   
 6 
 

Interim Statement of Comprehensive Income

In millions of Brazilian reais

 

 

    Consolidated
    Three-month period ended September 30, Nine-month period ended September 30,
  Notes 2025 2024 2025 2024
Net income   14,671 13,271 35,031 36,189
Other comprehensive income (loss):          
Items that will not be reclassified to income statement          
Retirement benefit obligations   (61) (110) 228 109
    (61) (110) 228 109
Items that may be reclassified to income statement          
Translation adjustments of foreign operations (i)   (3,147) (612) (9,143) 8,299
Net investment hedge 18(a.iv) 384 192 2,047 (1,147)
Reclassification of cumulative translation adjustment to income statement (ii)   (758) 55 (6,152)
    (2,763) (1,178) (7,041) 1,000
Comprehensive income   11,847 11,983 28,218 37,298
           
Comprehensive income (loss) attributable to noncontrolling interests   (187) (134) (324) 1,584
Comprehensive income attributable to Vale S.A.'s shareholders   12,034 12,117 28,542 35,714
           
    Parent Company
    Three-month period ended September 30, Nine-month period ended September 30,
  Notes 2025 2024 2025 2024
Net income   14,617 13,386 34,862 36,269
Other comprehensive income (loss):          
Items that will not be reclassified to income statement          
Retirement benefit obligations   (12) (12) 142 (29)
Equity interests in other comprehensive income of subsidiaries   (49) (98) 86 138
    (61) (110) 228 109
Items that may be reclassified to income statement          
Translation adjustments of foreign operations (i)   (2,906) (593) (8,650) 6,635
Net investment hedge 18(a.iv) 384 192 2,047 (1,147)
Reclassification of cumulative translation adjustment to income statement (ii)   (758) 55 (6,152)
    (2,522) (1,159) (6,548) (664)
Comprehensive income   12,034 12,117 28,542 35,714

(i) Includes the effect of changes in exchange rates used by the Company to convert the financial information of subsidiaries operating in an international economic environment, with a currency different from Vale's functional currency (note 2b).

(ii) 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 R$620 (US$112) and R$5,728 (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.

   
 7 
 

Interim Statement of Cash Flows

In million of Brazilian reais

    Consolidated Parent Company
    Nine-month period ended September 30,
  Notes 2025 2024 2025 2024
Cash flow from operations  9(a) 50,599 49,529 51,412 54,389
Interest on loans and borrowings paid  9(c) (3,935) (3,381) (4,996) (5,084)
Cash received on settlement of derivatives, net 18 2,121 459 2,041 455
Payments related to the Brumadinho event 23 (3,312) (3,078) (3,312) (3,078)
Payments related to de-characterization of dams 25 (1,527) (2,129) (1,527) (2,129)
Interest on participative shareholders' debentures paid 20 (760) (766) (760) (766)
Income taxes (including settlement program) paid   (9,166) (7,541) (7,765) (6,580)
Net cash generated by operating activities   34,020 33,093 35,093 37,207
           
Cash flow from investing activities:          
Acquisition of property, plant and equipment and intangible assets   (21,559) (21,612) (16,198) (15,320)
Payments related to the Samarco dam failure 24 (11,776) (1,601) (11,776) (1,601)
Cash received (paid) from disposal and acquisition of investments, net 9(b) 5,332 14,147 5,332 (2,737)
Dividends received from associates and joint ventures   766 286 590 2,912
Short-term investment, net   1,089 308 824 (86)
Other investing activities, net   (48) (33) (613) (464)
Net cash used in investing activities   (26,196) (8,505) (21,841) (17,296)
           
Cash flow from financing activities:          
Loans and borrowings from third parties  9(c) 24,261 15,497 9,299 4,453
Payments of loans and borrowings to third parties 9(c) (8,172) (11,872) (2,035) (436)
Payments of leasing 22 (590) (695) (148) (114)
Dividends and interest on capital paid to Vale S.A.’s shareholders  28(d) (19,456) (20,662) (19,456) (20,662)
Shares buyback program  28(c) (2,054) (1,204)
Net cash used in financing activities   (3,957) (19,786) (12,340) (17,963)
           
Net increase in cash and cash equivalents   3,867 4,802 912 1,948
Cash and cash equivalents in the beginning of the period   30,671 17,474 9,084 4,193
Effect of exchange rate changes on cash and cash equivalents   (2,489) 2,345
Effect of transfer the Energy Assets to non-current assets held for sale and others   (658) 418 15
Cash and cash equivalents at end of the period   31,391 25,039 9,996 6,156

 

The accompanying notes are an integral part of these interim financial statements.

   
 8 
 

Interim Consolidated and Parent Statement of Financial Position

In millions of Brazilian reais

    Consolidated Parent Company
  Notes

September 30,

2025

December 31, 2024

September 30,

2025

December 31, 2024
Assets          
Current assets          
Cash and cash equivalents 19 31,391 30,671 9,996 9,084
Short-term investments 19 1,002 331 839 12
Accounts receivable 10 13,328 14,600 17,459 28,663
Other financial assets 13 3,334 331 2,369 194
Inventories 11 29,607 28,513 8,101 7,975
Recoverable taxes 7(e) 6,553 6,811 4,453 4,933
Other   2,467 2,219 2,163 2,005
    87,682 83,476 45,380 52,866
Non-current assets          
Judicial deposits 26(c) 3,392 3,326 3,265 3,208
Other financial assets 13 2,208 1,429 1,253 179
Recoverable taxes 7(e) 9,420 8,030 6,975 5,580
Deferred income taxes 7(b) 47,288 51,050 39,548 43,241
Other   8,457 8,157 5,746 4,997
    70,765 71,992 56,787 57,205
           
Investments 14 27,434 28,158 141,053 152,740
Intangibles 16 58,160 65,105 41,875 41,693
Property, plant, and equipment 17 240,912 247,594 154,756 150,812
    397,271 412,849 394,471 402,450
Total assets   484,953 496,325 439,851 455,316

 

Liabilities and shareholders equity          
Current liabilities          
Suppliers and contractors 12 30,054 26,217 17,836 15,286
Loans and  borrowings 21 2,498 6,316 1,035 819
Leases 22 931 907 372 367
Other financial liabilities 13 5,302 9,555 30,398 22,144
Taxes payable 7(e) 3,060 3,559 1,086 1,948
Settlement program ("REFIS") 7(c) 2,289 2,184 2,289 2,184
Liabilities related to Brumadinho 23 4,328 4,420 4,328 4,420
Liabilities related to associates and joint ventures 24 6,320 11,421 6,320 11,421
De-characterization of dams and asset retirement obligations 25 4,988 5,160 4,365 4,451
Provisions for litigation 26(a) 786 736 786 736
Employee benefits 27 5,386 6,266 3,590 3,925
Dividends payable   2,046 2,046
Other   4,918 2,268 2,979 2,718
    70,860 81,055 75,384 72,465
Non-current liabilities          
Loans and borrowings 21 92,400 85,282 34,429 30,164
Leases 22 2,793 3,507 895 956
Participative shareholders' debentures 20 14,196 13,727 14,196 13,727
Other financial liabilities 13 11,537 14,533 49,655 73,152
Settlement program ("REFIS") 7(c) 4,815 6,234 4,815 6,234
Deferred income taxes 7(b) 350 2,757
Liabilities related to Brumadinho 23 6,095 7,778 6,095 7,778
Liabilities related to associates and joint ventures 24 6,448 11,261 6,448 11,261
De-characterization of dams and asset retirement obligations 25 27,305 30,529 17,184 18,870
Provisions for litigation 26(a) 4,850 5,536 4,515 5,088
Employee benefits 27 6,446 6,925 2,282 2,205
Streaming transactions   10,575 11,651
Other   1,550 1,830 5,826 6,644
    189,360 201,550 146,340 176,079
Total liabilities   260,220 282,605 221,724 248,544
           
Equity 28        
Equity attributable to Vale S.A.'s shareholders   218,127 206,772 218,127 206,772
Equity attributable to noncontrolling interests   6,606 6,948
Total equity   224,733 213,720 218,127 206,772
Total liabilities and equity   484,953 496,325 439,851 455,316

The accompanying notes are an integral part of these interim financial statements.

   
 9 
 

Interim Statement of Changes in Equity

In millions of Brazilian reais

  Notes Share capital Capital reserve Profit reserves Treasury shares Other reserves Cumulative translation adjustments Retained earnings Equity attributable to Vale S.A.’s shareholders Equity attributable to noncontrolling interests Total equity
Balance as of December 31, 2024   77,300 3,634 114,889 (19,785) (432) 31,166 206,772 6,948 213,720
Net income   34,862 34,862 169 35,031
Other comprehensive income   383 (6,703) (6,320) (493) (6,813)
Dividends and interest on capital of Vale S.A.'s shareholders 28(c) (9,143) (8,091) (17,234) (17,234)
Dividends of noncontrolling interest   (24) (24)
Transaction with noncontrolling interests   (64) (64) 6 (58)
Share-based payment program 27(a) 4 107 111 111
Balance as of September 30, 2025   77,300 3,634 105,746 (19,781) (6) 24,463 26,771 218,127 6,606 224,733
                       
Balance as of December 31, 2023   77,300 3,634 106,181 (17,739) (5,831) 27,420 190,965 7,360 198,325
Net income   36,269 36,269 (80) 36,189
Other comprehensive income   158 (713) (555) 1,664 1,109
Dividends and interest on capital of Vale S.A.'s shareholders 28(c) (11,722) (8,940) (20,662) (20,662)
Dividends of noncontrolling interests   (1) (1)
Transaction with noncontrolling interests (i)   4,593 4,593 (1,222) 3,371
Shares buyback program 28(b) (2,054) (2,054) (2,054)
Share-based payment program 27(a) 8 (9) (1) (1)
Balance as of September 30, 2024   77,300 3,634 94,459 (19,785) (1,089) 26,707 27,329 208,555 7,721 216,276

(i) The effect on equity attributable to noncontrolling interests includes the derecognition of noncontrolling shareholders of PT Vale Indonesia Tbk in the amount of R$9,050 (US$1,628), (note 15c) and the recognition of noncontrolling shareholders of Vale Base Metals Limited in the amount of R$7,828 (US$1,514), (note 15d).

 

The accompanying notes are an integral part of these interim financial statements.

   
 10 
 

Interim Value Added Statement

In millions of Brazilian reais

  Consolidated Parent company
  Three-month period ended September 30,
  2025 2024 2025 2024
Generation of value added        
Gross revenue        
Revenue from products and services 155,296 148,288 96,747 107,386
Revenue from the construction of own assets 4,730 5,633 4,462 5,020
Other revenues 1,061 959 893 832
Less:        
Cost of products, goods and services sold (34,020) (29,385) (19,674) (19,083)
Material, energy, third-party services and other (40,243) (38,851) (14,571) (14,782)
Impairment reversal (impairment) and gain (losses) from write-off of non-current assets, net (4,195) 11,756 (3,254) (500)
Expenses related to Brumadinho event (1,574) (1,556) (1,574) (1,556)
De-characterization of dams 619 681 619 681
Other costs and expenses (10,757) (12,622) (6,526) (7,122)
Gross value added 70,917 84,903 57,122 70,876
Depreciation, amortization and depletion (12,657) (11,825) (8,036) (7,422)
Net value added 58,260 73,078 49,086 63,454
         
Received from third parties        
Equity results 853 (1,974) 6,225 6,663
Financial result 2,843 4,945 489 4,142
Total value added to be distributed 61,956 76,049 55,800 74,259
         
Personnel and charges        
Direct compensation 8,683 7,224 4,475 3,865
Benefits 3,491 3,165 2,788 2,626
FGTS 394 382 352 343
Taxes and contributions        
Federal taxes 8,111 8,712 7,699 12,094
State taxes 3,521 3,652 3,213 3,460
Municipal taxes 111 165 80 119
Remuneration of third-party capital        
Interest (net derivatives and monetary and exchange rate variation) 1,820 15,284 1,580 14,209
Leasing 794 1,276 751 1,274
Remuneration of own capital        
Reinvested net income from continuing operations 34,862 36,269 34,862 36,269
Net income attributable to noncontrolling interest 169 (80)
Distributed value added 61,956 76,049 55,800 74,259

 

The accompanying notes are an integral part of these interim financial statements.

   
 11 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

1. Corporate information

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, Vale operates three systems in Brazil for the production and distribution of iron ore. The Northern System (Carajás, State of Pará, Brazil) is fully integrated and comprises three mining complexes, a railway and a maritime terminal. The Southeast System (Quadrilátero Ferrífero, Minas Gerais, Brazil) is fully integrated, consisting of three mining complexes, a railway, a maritime terminal, and a port. The Southern System (Quadrilátero Ferrífero, Minas Gerais, Brazil) consists of two mining complexes and two maritime terminals.
Iron ore pellets and other ferrous product. Currently, Vale has a diversified portfolio of agglomerates, which includes iron ore pellets and briquettes. Vale operates eight pelletizing plants in Brazil and two in Oman.

 

Energy Transition Metals – Includes the production of nickel, copper and its by-products.

 

Nickel. The Company's primary nickel operations are conducted by Vale Canada Limited ("Vale Canada"), which owns mines and processing plants in Canada and Brazil and nickel refining facilities in the United Kingdom and Japan. Vale also holds investments in nickel operations in Indonesia.
Copper. In Brazil, Vale produces copper concentrates at Sossego and Salobo operations, in Carajás, State of Pará. In Canada, Vale produces copper concentrates and copper cathodes associated with its nickel mining operations in Sudbury (located in Ontario) and Voisey’s Bay (located in Newfoundland and Labrador).
Other Energy Transition Metals. The ore extracted by Vale Canada in Sudbury yields cobalt, PGMs (Platinum Group Metals), silver, and gold as by-products, which are processed at refining facilities in Port Colborne, Ontario. In Canada, Vale also produces refined cobalt at its Long Harbour facilities in Newfoundland and Labrador. The copper operations in Sossego and Salobo in Brazil also yield silver and gold as by-products.

 

   
 12 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

2. Basis of preparation of condensed consolidated interim financial statements

The consolidated and individual interim financial statements (equivalent to condensed interim financial statements) of the Company (“interim financial statements”) were prepared and are statements in accordance with CPC 21 – Statement issued by the Accounting Pronouncements Committee (“CPC”), 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.

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) Statement of Value Added

The presentation of the parent company and consolidated statements of value added is required by the Brazilian corporate legislation and the accounting practices adopted in Brazil for listed companies, while it is not required by IFRS. Therefore, under the IFRS, the presentation of such statements is considered supplementary information, and not part of the set of financial statements. The Statement of Value Added was prepared in accordance with the criteria defined in Technical Pronouncement CPC 09 - "Statement of Value Added".

b) 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 rate
  Closing rate Three-month period ended September 30, Nine-month period ended September 30,
  September 30, 2025 December 31, 2024 2025 2024 2025 2024
US Dollar ("US$") 5.3186 6.1923 5.4488 5.5454 5.6502 5.2445
Canadian dollar ("CAD") 3.8186 4.3047 3.9574 4.0660 4.0413 3.8549
Euro ("EUR") 6.2414 6.4363 6.3679 6.0918 6.3188 5.7036

c) 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. 

 

   
 13 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

3. Significant events and transactions related to the three-month period ended September 30, 2025

Participative shareholders’ debentures – In October 2025 (subsequent event), Vale approved the proposal for the optional acquisition of up to all of the outstanding participative shareholders’ debentures. The deadline for the debentures holders to manifest their sale intentions will close on October 31, 2025. Further details are presented in note 20 of these interim financial statements.
Divestment of Aliança Geração de Energia S.A. (“Aliança”) – In September 2025, the Company completed the sale of a 70% stake in Aliança to Global Infrastructure Partners (“GIP”) for R$4,616 (US$871 million). As a result, Aliança became an associate, and Vale recognized a loss of R$472 (US$89 million) 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”. Further details are presented in note 15(a) to these interim financial statements.
Shareholder remuneration – In July 2025, the Board of Directors approved shareholder remuneration in the amount of R$8,091 (US$1,448 million), which was paid in September 2025. Further details are presented in note 28(c) of these interim financial statements.

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.

   
 14 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

a) Adjusted EBITDA

          Consolidated
    Three-month period ended September 30, Nine-month period ended September 30,
  Notes 2025 2024 2025 2024
Iron ore   18,587 15,770 45,797 44,188
Iron ore pellets   2,791 4,388 8,616 12,527
Other ferrous products and logistics services   226 533 925 1,359
Iron Solutions   21,604 20,691 55,338 58,074
           
Nickel   631 (366) 1,965 280
Copper   3,341 2,003 9,567 5,235
Other Energy Transition Metals   (202) (260) (510) (772)
Energy Transition Metals   3,770 1,377 11,022 4,743
           
Unallocated items (i)   (1,609) (2,019) (5,259) (4,916)
           
Adjusted EBITDA   23,765 20,049 61,101 57,901
           
Depreciation, depletion and amortization   (4,136) (4,148) (12,657) (11,825)
Impairment and gains (losses) on disposal of non-current assets, net and other (ii)   (2,831) 5,831 (6,919) 10,468
EBITDA from associates and joint ventures   (1,591) (1,344) (4,425) (3,667)
Operating income   15,207 20,388 37,100 52,877
           
Equity results and other results in associates and joint ventures 14 877 (3,174) 853 (1,974)
Financial results 6 (1,857) (2,072) 329 (10,865)
Income before income taxes   14,227 15,142 38,282 40,038

(i) Includes income (expenses) from Vale Base Metals Limited that were not allocated to the operating segment in the amount of R$(79) (US$(15) million) and R$(498) (US$(89) million) for the three and nine-month period ended September 30, 2025, respectively. (2024: R$(115) (US$(20) million) and R$ (357) (US$ (66) million), respectively).

(ii) Includes adjustments of R$835 (US$155 million) and R$2,724 (US$490 million) for the three and nine-month period ended September 30, 2025, respectively, (2024: R$510 (US$ 94 million) and R$ 1,288 (US$243 million), respectively), to reflect the performance of the streaming transactions at market prices.

b) Net operating revenue by business segment and geographic area

  Consolidated
  Three-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) 29,511 78 29,589 644 641 78 1,363 30,952
Japan 2,550 411 2 2,963 425 425 3,388
Asia, except Japan and China 3,777 363 49 4,189 766 980 1 1,747 5,936
Brazil 1,322 1,817 1,019 4,158 80 30 110 4,268
United States of America 176 176 1,253 60 1,313 1,489
Americas, except United States and Brazil 299 299 684 684 983
Germany 394 141 535 411 732 4 1,147 1,682
Europe, except Germany 939 117 1,056 1,134 2,793 140 4,067 5,123
Middle East, Africa, and Oceania 2,846 2,846 34 34 2,880
Net operating revenue 38,493 6,248 1,070 45,811 5,431 5,146 313 10,890 56,701
   
 15 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

  Consolidated
  Three-month period ended September 30, 2024
  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) 25,755 25,755 759 522 1 1,282 27,037
Japan 3,298 419 2 3,719 349 349 4,068
Asia, except Japan and China 3,111 654 18 3,783 443 281 724 4,507
Brazil 1,408 2,410 1,018 4,836 85 52 137 4,973
United States of America 137 137 1,466 1 1,467 1,604
Americas, except United States and Brazil 624 624 319 1 320 944
Germany 457 340 797 455 1,031 1 1,487 2,284
Europe, except Germany 798 281 1,079 1,087 1,886 2,973 4,052
Middle East, Africa, and Oceania 3,468 3,468 41 41 3,509
Net operating revenue 34,827 8,333 1,038 44,198 5,004 3,721 55 8,780 52,978

i) Includes operating revenue of China Mainland in the amount of R$30,456 (US$5,604 million) (2024: R$26,453 (US$4,770 million)) and Taiwan in the amount of R$496 (US$91 million) (2024: R$584 (US$105 million)).

  Consolidated
  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) 74,303 78 74,381 1,781 1,756 182 3,719 78,100
Japan 8,319 746 6 9,071 1,036 1,036 10,107
Asia, except Japan and China 9,911 1,065 100 11,076 1,881 2,214 42 4,137 15,213
Brazil 4,097 5,864 3,048 13,009 304 95 399 13,408
United States of America 873 873 3,675 214 3,889 4,762
Americas, except United States and Brazil 841 1 842 2,251 2,251 3,093
Germany 1,310 553 1,863 1,945 3,103 37 5,085 6,948
Europe, except Germany 3,242 382 3,624 3,696 6,832 204 10,732 14,356
Middle East, Africa, and Oceania 7,688 7,688 244 244 7,932
Net operating revenue 101,182 18,090 3,155 122,427 16,813 13,905 774 31,492 153,919

 

   
 16 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

  Consolidated
  Nine-month period ended September 30, 2024
  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) 69,393 69,393 1,648 2,294 156 4,098 73,491
Japan 9,583 1,198 6 10,787 1,504 1,504 12,291
Asia, except Japan and China 8,051 1,428 44 9,523 1,222 489 1,711 11,234
Brazil 4,463 7,131 2,637 14,231 186 72 258 14,489
United States of America 659 659 3,368 103 3,471 4,130
Americas, except United States and Brazil 1,782 1,782 1,649 504 2,153 3,935
Germany 1,259 767 2,026 1,352 2,015 1 3,368 5,394
Europe, except Germany 3,370 539 3,909 2,610 4,926 103 7,639 11,548
Middle East, Africa, and Oceania 33 9,944 9,977 115 115 10,092
Net operating revenue 96,152 23,448 2,687 122,287 13,654 10,228 435 24,317 146,604

(i) Includes operating revenue of China Mainland in the amount of R$76,547 (US$ 13,635 million) (2024: R$70,726 (US$13,438 million)) and Taiwan in the amount of R$1,553 (US$275 million) (2024: R$2,765 (US$534 million)).

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 19,969 18,693 55,504 50,661
Iron Ore Pellets 3,690 4,148 10,221 11,482
Other ferrous products and logistics services 992 756 2,585 2,106
Iron Solutions 24,651 23,597 68,310 64,249
         
Nickel 4,739 5,198 14,470 12,835
Copper 2,375 2,028 6,628 5,701
Other Energy Transition Metals 322 53 753 482
Energy Transition Metals 7,436 7,279 21,851 19,018
         
Depreciation, depletion and amortization 3,990 3,951 12,148 11,288
Cost of goods sold and services rendered 36,077 34,827 102,309 94,555
   
 17 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

d) Assets by geographic area

  Consolidated
  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 14,392 49,029 180,028 243,449 12,670 54,781 177,757 245,208
Canada 9,122 51,403 60,525 10,315 58,533 68,848
Americas, except Brazil and Canada 21 21 21 21
Indonesia 9,931 340 10,271 11,676 376 12,052
China 6 16 22 3 25 28
Asia, except Indonesia and China 1 3,397 3,398 2 4,046 4,048
Europe 3,085 3,085 1 3,647 3,648
Oman 3,111 2 2,622 5,735 3,812 3 3,189 7,004
Total 27,434 58,160 240,912 326,506 28,158 65,105 247,594 340,857
                 

 

5. Costs and expenses by nature

a) Cost of goods sold, and services rendered

  Consolidated
  Three-month period ended September 30, Nine-month period ended September 30,
  2025 2024 2025 2024
Services 7,056 6,303 19,783 17,668
Freight 7,386 7,273 19,789 18,109
Depreciation, depletion and amortization 3,990 3,951 12,148 11,288
Personnel 4,039 3,920 11,985 10,227
Materials 4,115 3,872 11,818 10,805
Acquisition of products 3,775 3,262 10,565 7,702
Royalties 1,865 1,801 5,106 5,045
Fuel oil and gas 1,643 1,877 4,824 5,599
Energy 849 930 2,339 2,584
Others 1,359 1,638 3,952 5,528
Total 36,077 34,827 102,309 94,555

b) Selling and administrative expenses

  Consolidated
  Three-month period ended September 30, Nine-month period ended September 30,
  2025 2024 2025 2024
Personnel 356 280 1,047 885
Services 221 208 564 609
Depreciation and amortization 86 73 268 174
Other 195 209 566 515
Total 858 770 2,445 2,183
   
 18 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

c) Other operating expenses, net

    Consolidated
    Three-month period ended September 30, Nine-month period ended September 30,
  Notes 2025 2024 2025 2024
Expenses related to Brumadinho event 23 (430) (695) (1,574) (1,556)
Reversal in provisions related to de-characterization of dam and asset decommissioning obligation, net 25 298 32 592 775
Provision for litigations 26(a) (691) (222) (1,212) (737)
Profit sharing program   (175) (140) (536) (770)
Expenses related to socio-environmental commitments   (153) (365) (426) (607)
Others   (317) (387) (1,077) (1,601)
Total   (1,468) (1,777) (4,233) (4,496)

 

 

 

 

6. Financial results

    Consolidated
    Three-month period ended September 30, Nine-month period ended September 30,
  Notes 2025 2024 2025 2024
Financial income          
Short term investments   656 481 1,767 1,272
Other   159 232 363 385
    815 713 2,130 1,657
Financial expenses          
Loans and borrowings interest 9(c) (1,406) (1,095) (4,001) (2,975)
Bond premium repurchase 9(c) (275) (254) (275)
Interest on supplier finance arrangements   (75) (225) (548) (681)
Interest on REFIS   (126) (117) (366) (378)
Taxes on financial income   (95) (35) (301) (118)
Banking expenses   (119) (72) (274) (450)
Interest on lease liabilities 22 (44) (73) (133) (214)
Other   (297) (177) (797) (560)
    (2,162) (2,069) (6,674) (5,651)
Other financial items, net          
Foreign exchange and indexation losses, net   (1,064) (1,580) (2,902) (4,807)
Participative shareholders' debentures 20 (803) 509 (1,221) 72
Derivative financial instruments, net 18 1,357 355 8,996 (2,136)
    (510) (716) 4,873 (6,871)
Total   (1,857) (2,072) 329 (10,865)
   
 19 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

7. Taxes

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:

 

    Consolidated Parent company
    Three-month period ended September 30,
    2025 2024 2025 2024
Income before income taxes Notes 14,227 15,142 13,855 15,352
Income taxes at statutory rate (34%)   (4,837) (5,148) (4,711) (5,220)
Adjustments that affect the taxes basis:          
Tax incentives   1,627 1,432 1,166 1,300
Interest on capital   1,504 1,054 1,346 1,054
Addition of tax loss carryforward related to prior periods   828 1,356 515 789
Unrecognized tax losses of the current period   (51) (133)
Provision related to the Samarco 24 (59) (1,864) (59) (1,864)
Tax effects arising from divestments and acquisitions, net 15 73 1,834 73 576
Equity results   271 146 1,230 1,546
Effects on tax computation of foreign operations   150 (512) 42 (23)
Deduction of CSLL in Brazil 7(d) 688 688
Other   250 (36) 472 (124)
Income taxes   444 (1,871) 762 (1,966)
Current tax   1,596 (1,775) 2,229 (1,082)
Deferred tax   (1,152) (96) (1,467) (884)
Income taxes   444 (1,871) 762 (1,966)
           

 

   
 20 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

    Consolidated Parent company
    Nine-month period ended September 30,
    2025 2024 2025 2024
Income before income taxes Notes 38,282 40,038 38,012 43,707
Income taxes at statutory rate (34%)   (13,016) (13,613) (12,924) (14,860)
Adjustments that affect the taxes basis:          
Tax incentives   4,731 3,692 3,447 3,432
Interest on capital   4,072 2,683 3,648 2,683
Addition (reduction) of tax loss carryforward related to prior periods   1,483 2,580 329 (411)
Unrecognized tax losses of the current period   (460) (461)
Provision related to the Samarco 24 (633) (1,916) (633) (1,916)
Tax effects arising from divestments and acquisitions, net 15 (698) 3,765 (698) 576
Equity results 14 567 463 2,401 3,400
Effects on tax computation of foreign operations   (298) (621) (23)
Deduction of CSLL in Brazil   688 688
Other   313 (421) 592 (319)
Income taxes   (3,251) (3,849) (3,150) (7,438)
Current tax   (1,129) (8,766) 563 (6,952)
Deferred tax   (2,122) 4,917 (3,713) (486)
Income taxes   (3,251) (3,849) (3,150) (7,438)

b) Deferred income tax assets and liabilities

  Consolidated
  Assets Liabilities Deferred taxes, net
Balance as of December 31, 2024 51,050 2,757 48,293
Effect in income statement (2,510) (395) (2,115)
Other comprehensive income 4 2 2
Transfer between assets and liabilities (232) (232)
Translation adjustment (969) (88) (881)
Transfer to held for sale (Energy Assets) (55) (1,694) 1,639
Balance as of September 30, 2025 47,288 350 46,938
       
Balance as of December 31, 2023 46,307 4,210 42,097
Effect in income statement 3,773 (1,144) 4,917
Other comprehensive income 2,672 28 2,644
Transfer between assets and liabilities 299 299
Translation adjustment 772 155 617
Incorporations, acquisitions and divestments (21) 1,712 (1,733)
Balance as of September 30, 2024 53,802 5,260 48,542

c) Income taxes - Settlement program ("REFIS")

  Consolidated
  September 30, 2025 December 31, 2024
Current liabilities 2,289 2,184
Non-current liabilities 4,815 6,234
REFIS liabilities 7,104 8,418
     
SELIC 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).

   
 21 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

d) Uncertain tax positions ("UTP")

The amount under discussion with the tax authorities is R$40,538 (US$7,623 million) as of September 30, 2025 (December 31, 2024: R$36,773 (US$5,939 million) which may reduce tax losses by R$3,693 (US$694 million) as of September 30, 2025 (December 31, 2024: R$3,693 (US$596 million)), if the tax authority does not accept the tax treatment adopted by the Company in relation to these matters.

  Consolidated
  September 30, 2025 December 31, 2024
  Assessed (i) Potential (ii) Total Assessed (i) Potential (ii) Total
UTPs not recorded on statement of financial position (iii)            
Transfer pricing over the exportation of ores to a foreign subsidiary 22,300 10,096 32,396 20,974 9,958 30,932
Expenses of interest on capital 8,356 8,356 7,814 7,814
Proceeding related to income tax paid abroad 2,792 2,792 2,642 2,642
Goodwill amortization 4,932 422 5,354 4,603 386 4,989
Payments to Renova Foundation (iv) 3,763 1,525 5,288 1,865 2,171 4,036
Other 2,088 2,088 2,568 2,568
  44,231 12,043 56,274 40,466 12,515 52,981
             
UTPs recorded on statement of financial position            
Deduction of CSLL in Brazil (v) 952 952
  952 952

(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 R$1,775 (US$334 million).

(v) Based on an administrative decision issued by the Brazilian Administrative Council of Tax Appeals (CARF) in July 2025, the amount was partially settled (R$297 (US$56 million)), while the remaining balance (R$688 (US$128 million)) 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 assets Non-current assets Current liabilities
 

September 30,

2025

December 31, 2024

September 30,

2025

December 31, 2024

September 30,

2025

December 31, 2024
Value-added tax ("ICMS") 1,473 1,609 100 18 323 211
Brazilian federal contributions ("PIS" and "COFINS") 932 1,646 6,656 6,036 16 90
Income taxes 4,073 3,490 2,664 1,975 1,656 1,961
Financial compensation for the exploration of mineral resources ("CFEM") 367 387
Other 75 66 1 698 910
Total 6,553 6,811 9,420 8,030 3,060 3,559

 

8. Basic and diluted earnings per share

The basic and diluted earnings per share are presented below:

  Three-month period ended September 30, Nine-month period ended September 30,
  2025 2024 2025 2024
Net income attributable to Vale S.A.'s shareholders 14,617 13,386 34,862 36,269
         
Thousands of shares        
Weighted average number of common shares outstanding 4,268,779 4,269,495 4,268,773 4,276,804
Weighted average number of common shares outstanding and potential ordinary shares 4,274,808 4,274,508 4,274,801 4,281,816
         
Earnings per share        
Basic earnings per share (R$) 3.42 3.14 8.17 8.48
         
Diluted earnings per share (R$) 3.42 3.14 8.16 8.48

 

 

   
 22 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

9. Cash flows reconciliation

a) Cash flow from operating activities

    Consolidated Parent company
    Nine-month period ended September 30,
  Notes 2025 2024 2025 2024
Cash flow from operating activities:          
Income before income taxes   38,282 40,038 38,012 43,707
Adjusted for:          
Equity results from subsidiaries 14 (5,372) (8,637)
Equity results and other results in associates and joint ventures 14 (853) 1,974 (853) 1,974
Impairment and gains (losses) on disposal of non-current assets, net 15(a), 15(b), 16 and 17 4,195 (11,756) 3,254 500
Changes in estimates related to the provision of Brumadinho 23 302 148 302 148
Changes in estimates related to the provision of de-characterization of dams 25 (649) (682) (649) (682)
Depreciation, depletion and amortization   12,657 11,825 8,036 7,422
Financial results, net 6 (329) 10,865 1,256 10,048
Changes in assets and liabilities:          
Accounts receivable 10 (32) 5,068 9,116 (4,351)
Inventories 11 (4,192) (2,959) (131) 810
Suppliers and contractors 12 4,332 1,972 2,677 1,658
Other assets and liabilities, net   (3,114) (6,964) (4,236) 1,792
Cash flow from operations   50,599 49,529 51,412 54,389

 

b) Cash flow from investing activities

    Consolidated Parent company
  Nine-month period ended September 30,
  Notes 2025 2024 2025 2024
Proceeds from partial disposal of Aliança shares 15(a) 5,332 5,332
Cash paid for the acquisition of Aliança shares 15(a) (2,737) (2,737)
Proceeds from partial disposal of VODC shares 15(b) 3,325
Proceeds from the partial disposal of PTVI shares 15(c) 862
Proceeds from the partial disposal of VBML shares 15(d) 12,697
Cash received (paid) from disposal and acquisition of investments, net   5,332 14,147 5,332 (2,737)

c) Reconciliation of cash flows from liabilities arising from financing activities

  Consolidated
  Quoted in the secondary market Other debt contracts in Brazil Other debt contracts on the international market Total
December 31, 2024 52,879 2,088 36,631 91,598
Additions 10,324 13,937 24,261
Payments (2,079) (183) (5,910) (8,172)
Interest paid (i) (2,128) (117) (1,690) (3,935)
Cash flow from financing activities 6,117 (300) 6,337 12,154
Transfer to held for sale (Energy Assets) (1,206) (170) (1,376)
Effect of exchange rate (6,506) (97) (5,461) (12,064)
Interest accretion 3,016 69 1,501 4,586
Non-cash changes (4,696) (198) (3,960) (8,854)
September 30, 2025 54,300 1,590 39,008 94,898
         
December 31, 2023 36,182 1,211 22,982 60,375
Additions 5,389 0 10,108 15,497
Payments (5,650) (183) (6,039) (11,872)
Interest paid (i) (1,941) (81) (1,359) (3,381)
Cash flow from financing activities (2,202) (264) 2,710 244
Effect of exchange rate 4,543 0 3,218 7,761
Interest accretion 1,951 82 1,342 3,375
Non-cash changes 6,494 82 4,560 12,496
September 30, 2024 40,474 1,029 30,252 73,115

(i) Classified as operating activities in the statement of cash flows.

 

   
 23 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

Fundings in 2025

In the third quarter of 2025, the Company contracted loans of R$5,586 (US$1,011 million) indexed to SOFR or LPR adjusted for spread adjustments with maturities between 2028 and 2030.
In the second quarter of 2025, the Company (i) contracted loans of R$3,324 (US$597 million), indexed to SOFR plus spread adjustments, with maturities between 2026 and 2030, and (ii) issued debentures of R$6,000 (US$1,080 million), indexed to IPCA plus 6.76% to 6.89% per year, paid semi-annually. The issuance was structured in three series of R$2,000 (US$360 million) each, maturing in 2032, 2035, and 2037. The proceeds will be used in infrastructure investment projects related to railway concessions.
In the first quarter of 2025, the Company (i) contracted loans of R$5,025 (US$861 million) indexed to SOFR plus spread adjustments with maturities between 2026 and 2029, and (ii) issued bonds of R$4,324 (US$750 million) with a coupon of 6.40% per year, payable semi-annually, and maturing in 2054.

Payments in 2025

In the third quarter of 2025, the Company settled loans of R$2,490 (US$449 million).
In April 2025, the Company paid interest on debentures in the amount of R$164 (US$28 million).
In March 2025, the Company settled loans of R$862 (US$150 million) and redeemed notes maturing in 2034, 2036, and 2039 in the total amount of R$1,890 (US$329 million) and paid a premium of R$254 (US$44 million), recorded as “Bond premium repurchase” in the financial results of the period.

Fundings in 2024

In the third quarter of 2024, the Company contracted loans of R$5,330 (US$962 million) indexed to SOFR plus spread adjustments with maturities between 2027 and 2029.
In the second quarter of 2024, the Company (i) issued bonds of R$5,389 (US$1 billion) with a coupon of 6.45% per year, payable semi-annually, and maturing in 2054 and (ii) contracted a loan of R$451 (US$90 million) with the Canadian Imperial Bank of Commerce (“CIBC”) indexed to SOFR plus spread adjustments and maturing in 2024.
In the first quarter of 2024, the Company contracted loans of R$4,326 (US$870 million) indexed to SOFR plus spread adjustments with maturities between 2024 and 2035.

Payments in 2024

   
 24 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 
In the third quarter of 2024, the Company (i) settled loans of R$3,368 (US$599 million) and (ii) redeemed notes with maturity date in 2026, 2036 and 2039, in the total amount of R$5,251 (US$970 million) and paid a premium of R$275 (US$50 million), recorded as “Bond premium repurchase” in the financial results of the period.
In January 2024, the Company paid principal and interest of debentures, in the amount of R$226 (US$46 million).

 

d) Non-cash transactions

  Consolidated Parent company
  Nine-month period ended September 30,
  2025 2024 2025 2024
         
Non-cash transactions:        
Additions to PP&E with capitalized loans and borrowing costs 100 125 100 125

 

10. Accounts receivable

    Consolidated Parent company
  Notes

September 30,

2025

December 31, 2024

September 30,

2025

December 31, 2024
Receivables from contracts with customers          
Third parties          
Iron Solutions   8,717 9,536 1,668 2,339
Energy Transition Metals   4,313 4,880
Other   85 121 68 75
Related parties 29(b) 506 385 15,810 26,329
Accounts receivable   13,621 14,922 17,546 28,743
Expected credit loss   (293) (322) (87) (80)
Accounts receivable, net   13,328 14,600 17,459 28,663

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 30,

2025

  Thousand metric tons Provisional price (US$/ton) Variation Effect on revenue (R$ million)
Iron ore 23,334 104 +-10% +- 1.319
Copper 58 9,675 +-10% +- 321

 

11. Inventories

  Consolidated Parent company
 

September 30, 2025

December 31, 2024

September 30, 2025

December 31, 2024
Finished products        
Iron Solutions 15,938 15,435 5,279 5,355
Energy Transition Metals 3,749 3,535
  19,687 18,970 5,279 5,355
         
Work in progress 3,986 4,282 3
Consumable inventory 5,934 6,119 2,822 2,733
         
Net realizable value provision (i) (858) (116)
Total of inventories 29,607 28,513 8,101 7,975

(i) In the nine-month period ended September 30, 2025, the effect of provision for net realizable value was R$450 (US$81 million) (2024: R$354 (US$69 million)).

 

   
 25 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

12. Suppliers and contractors

    Consolidated Parent company
  Notes

September 30, 2025

December 31, 2024

September 30, 2025

December 31, 2024
Third parties   28,344 24,797 16,579 14,398
Related parties 29(b) 1,710 1,420 1,257 888
Total   30,054 26,217 17,836 15,286

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:

  Consolidated Parent company
 

September 30,

2025

December 31, 2024

September 30,

2025

December 31, 2024
Carrying amount of accounts payable included in the Arrangements of which suppliers have already received payment 7,160 8,313 6,107 6,816
Carrying amount of accounts payable included in the Arrangements of which suppliers have not yet received payment 36
Total carrying amount relating to Arrangements with suppliers and contractors 7,160 8,349 6,107 6,816

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, R$548 (US$ 96 million) and R$681 (US$ 131 million).

13. Other financial assets and liabilities

    Consolidated
    Current Non-Current
  Notes

September 30,

2025

December 31, 2024

September 30,

2025

December 31, 2024
           
Other financial assets          
Restricted cash   46 78
Derivative financial instruments 18 2,928 331 1,467 91
Investments in equity securities   306 337
Loans - Related parties 29(b) 406 389 923
    3,334 331 2,208 1,429
Other financial liabilities          
Derivative financial instruments 18 491 1,220 465 2,650
Other financial liabilities - Related parties 29(b) 1,039 1,803
Liabilities related to the concession grants 13(a) 2,575 2,895 11,071 11,684
Other   1,197 3,637 1 199
    5,302 9,555 11,537 14,533

 

   
 26 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

 

    Parent company
    Current Non-Current
  Notes

September 30,

2025

December 31, 2024

September 30,

2025

December 31, 2024
Other financial assets          
Restricted cash   27 24
Derivative financial instruments 18 2,369 194 1,113 35
Investments in equity securities   113 120
    2,369 194 1,253 179
Other financial liabilities          
Derivative financial instruments 18 406 1,124 342 2,491
Pre-export payments - Related parties 29(b) 24,652 14,731 38,241 58,976
Other financial liabilities - Related parties 29(b) 2,765 3,380
Liabilities related to the concession grants 13(a) 2,575 2,895 11,071 11,684
Other   14 1 1
    30,398 22,144 49,655 73,152

 

a) Liabilities related to the concession grants

  Consolidated Discount rate
  December 31, 2024 Changes in estimates Monetary and present value adjustments Disbursements

September 30,

2025

September 30,

2025

December 31, 2024 Remaining term of obligations
Payment obligation 6,924 12 439 (235) 7,140 7.26% - 11.04% 7.32% - 11.04% 32 years
Infrastructure investment 7,655 99 425 (1,673) 6,506 6.99% - 8.34% 7.43% - 8.12% 8 years
  14,579 111 864 (1,908) 13,646      
Current liabilities 2,895       2,575      
Non-current liabilities 11,684       11,071      
Liabilities 14,579       13,646      

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.

   
 27 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

As part of these general bases, Vale committed to a maximum global contribution of approximately R$11,031 (US$1,809 million), 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 R$1,559 (US$256 million) 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 R$4,000 (US$656 million) 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.

 

   
 28 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

14. Investments in associates and joint ventures

 

  Business % ownership December 31, 2024 Additions and capitalizations Equity results in income statement Dividends declared Translation adjustment Transfer to assets held for sale (note 15a) Fair value remeasurement Other

September 30,

2025

Direct subsidiaries                      
In Brazil                      
Aliança Geração de Energia S.A. (i) Energy 100.00 5,995 297 (5,618) (674)
Companhia Portuária da Baía de Sepetiba Iron ore 100.00 557 134 27 718
Minerações Brasileiras Reunidas S.A. Iron ore 100.00 1,401 102 (20) 1,483
Minerações Brasileiras Reunidas S.A. – Goodwill   4,060 4,060
Tecnored Desenvolvimento Tecnológico S.A. Iron ore 100.00 133 133 (81) 185
Valepar – Goodwill   3,073 3,073
Other   865 274 (66) 195 1,268
Abroad                    
Vale Holdings B.V. Holding 100.00 108,208 5,171 (11,283) 485 102,581
Other   290 185 (185) (39) 251
      124,582 592 5,372 (20) (11,322) (5,618) 33 113,619
Associates and joint ventures                      
In Brazil                      
Aliança Geração de Energia S.A. (ii) Energy 30.00 1,262 1,262
Aliança Norte Energia Participações S.A. Energy 51.00 459 (77) 382
Anglo American Minério de Ferro do Brasil S.A. Iron ore 15.00 4,104 7 452 (259) (634) 1 3,671
Companhia Coreano-Brasileira de Pelotização Pellets 50.00 468 53 (36) 485
Companhia Hispano-Brasileira de Pelotização Pellets 50.89 257 28 (21) 264
Companhia Ítalo-Brasileira de Pelotização Pellets 50.90 377 24 30 431
Companhia Nipo-Brasileira de Pelotização Pellets 51.00 800 92 2 894
Samarco Mineração S.A. (note 24) Pellets 50.00
MRS Logística S.A. Logistics 49.01 3,659 602 1 4,262
VLI S.A. Logistics 29.60 2,111 394 (92) 1 2,414
Other   435 8 11 (4) (123) 327
Abroad                      
PT Vale Indonesia Tbk Energy Transition Metals 33.88 11,676 (39) (67) (1,639) 9,931
Vale Oman Distribution Center Logistics 50.00 3,812 135 (305) (531) 3,111
Consolidated total investment     28,158 15 1,675 (784) (2,804) 1,262 (88) 27,434
Parent Company's total investment     152,740 607 7,047 (804) (14,126) (5,618) 1,262 (55) 141,053
Other results in investments (iii)         (822)            
Equity results and other results         6,225            

 

(i) The value presented in the column "Other" refers to the impairment loss in the amount of R$674 (US$117 million), allocated to goodwill on the investment in Aliança Geração de Energia S.A. (note 15a).

(ii) It refers to the remeasurement at fair value of the remaining stake held by Vale on Aliança Geração de 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).

   
 29 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, 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 (472) 1,693 (1,146) 1,693
Vale Oman Distribution Center 15(b) 6,776 6,776
PT Vale Indonesia Tbk 15(c) 5,710
    (472) 8,469 (1,146) 14,179

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 R$2,737 (US$493 million), and Vale became the sole owner of Aliança. As a result, the Company recorded a gain of R$1,693 (US$305 million) 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 Energia
  Notes August 13, 2024
Identifiable assets acquired    
Cash and cash equivalents   525
Intangibles 16 4,602
Property, plant, and equipment 17 3,182
Other   222
    8,531
     
Liabilities assumed    
Loans and borrowings 9(c) 1,360
Deferred income taxes 7(b) 1,734
Other   780
    3,874
Net assets acquired   4,657

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 13, 2024
Consideration transferred for acquisition of the 45% equity interest held by Cemig GT   2,737
Fair value of the 55% stake previously held by Vale   3,346
Total [A]   6,083
     
Fair value of net assets acquired   6,083
(-) Deferred tax liability on the difference between the fair value and the book value of net assets   (1,426)
Total net assets [B]   4,657
     
Goodwill [A-B] 16 1,426

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 R$674 (US$117 million) 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.

   
 30 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

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 R$4,616 (US$871 million), comprised by a cash inflow of R$5,332 (US$1,006 million), net of a reduction of R$716 (US$135 million) 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 R$472 (US$89 million) 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 5,332
Fair value of 30% interest retained 1,262
(-) Derecognition of Aliança’s net assets (7,066)
Loss on the transaction (472)

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 R$3,325 (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 R$6,776 (US$1,222 million) 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 R$3,078 (US$555 million), (ii) the result of the remeasurement to fair value of the remaining interest in the amount of R$3,078 (US$555 million), and (iii) the reclassification to income statement of the cumulative translation adjustments in the amount of R$620 (US$112 million). The effects of this transaction are summarized below:

  September 26, 2024
Sale of the 50% equity interest  
Cash received 3,325
Derecognition of VODC’s net assets (247)
Gain on sale of equity interest 3,078
   
Remeasurement of the 50% interest retained  
Fair value of 50% interest retained 3,325
Derecognition of VODC’s net assets (247)
Gain on remeasurement of equity interest 3,078
   
Other effects of the deconsolidation  
Gain on the reclassification of cumulative translation adjustments 620
Gain on the transaction recorded in the income statement 6,776

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.

   
 31 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

With the transaction, Vale received R$862 (US$155 million) 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 R$5,710 (US$1,059 million) in the income statement as "Other operating expenses, net". This gain was due to the reclassification of cumulative translation adjustments of R$5,728 (US$1,063 million) and the gain on remeasurement of the interest retained at fair value of the R$3,654 (US$657 million), net of the loss on the reduction in PTVI stake in the amount of R$3,672 (US$661 million). The effects of this transaction are summarized below:

  June 28, 2024
Cash consideration received 862
Fair value of 33.9% interest retained (i) 10,621
   
Effects of the deconsolidation:  
Derecognition of net assets of PTVI (20,551)
Gain on derecognition of noncontrolling shareholders 9,050
Gain on the reclassification of cumulative translation adjustments 5,728
Gain on the transaction recorded in the income statement 5,710

(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 R$12,697 (US$2,455 million), 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 R$4,593 (US$895 million), of which R$7,828 (US$1,514 million) was attributable to noncontrolling interests recorded in the equity as "Transactions with noncontrolling interests".

16. Intangibles

    Consolidated
  Notes Goodwill Concessions Software Research and development project Total
Balance as of December 31, 2024   18,811 42,991 519 2,784 65,105
Additions   1,340 135 1 1,476
Disposals   (25) (4) (29)
Amortization   (1,163) (186) (1,349)
Impairment 15(a) (674) (674)
Transfer to held for sale (Energy Assets) 15(a) (752) (4,419) (21) (5,192)
Translation adjustment   (1,169) (8) (1,177)
Balance as of September 30, 2025   16,216 38,724 460 2,760 58,160
Cost   16,216 49,231 3,541 2,760 71,748
Accumulated amortization   (10,507) (3,081) (13,588)
Balance as of September 30, 2025   16,216 38,724 460 2,760 58,160
             
Balance as of December 31, 2023   15,799 37,226 502 2,782 56,309
Additions   670 245 915
Disposals   (28) (23) (51)
Amortization   (1,031) (217) (1,248)
Acquisition of Aliança   1,426 4,581 21 6,028
Translation adjustment   912 10 922
Balance as of September 30, 2024   18,137 41,418 540 2,780 62,875
Cost   18,137 50,833 3,452 2,780 75,202
Accumulated amortization   (9,415) (2,912) (12,327)
Balance as of September 30, 2024   18,137 41,418 540 2,780 62,875

 

 

   
 32 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

  Parent company
  Concessions Software Research and development project Total
Balance as of December 31, 2024 38,509 430 2,754 41,693
Additions 1,328 103 1,431
Disposals (25) (25)
Amortization (1,088) (136) (1,224)
Balance as of September 30, 2025 38,724 397 2,754 41,875
Cost 49,231 2,095 2,754 54,080
Accumulated amortization (10,507) (1,698) (12,205)
Balance as of September 30, 2025 38,724 397 2,754 41,875
         
Balance at December 31, 2023 37,226 386 2,754 40,366
Additions 670 180 850
Disposals (28) (28)
Amortization (1,021) (126) (1,147)
Balance as of September 30, 2024 36,847 440 2,754 40,041
Cost 46,078 1,958 2,754 50,790
Accumulated amortization (9,231) (1,518) (10,749)
Balance as of September 30, 2024 36,847 440 2,754 40,041

 

   
 33 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

17. Property, plant, and equipment

 

    Consolidated
  Notes Building and land Facilities Equipment Mineral properties Railway equipment Right of use assets Other Constructions in progress Total
Balance as of December 31, 2024   53,597 50,061 25,002 28,153 12,932 4,089 13,575 60,185 247,594
Additions (i)   310 20,022 20,332
Disposals and impairments   (113) (192) (21) (39) (48) (24) (2,512) (2,949)
Assets retirement obligation 25(b) 37 37
Depreciation, depletion and amortization   (1,918) (2,513) (2,599) (1,842) (655) (604) (1,542) (11,673)
Transfer to held for sale (Energy Assets) 15(a) (135) (1,753) (2,058) (6) (212) (279) (326) (4,769)
Translation adjustment   (1,199) (786) (1,099) (891) (8) (356) (600) (2,721) (7,660)
Transfers   4,430 6,779 5,507 (3,653) 953 1,972 (15,988)
Balance as of September 30, 2025   54,662 51,596 24,732 21,759 13,174 3,227 13,102 58,660 240,912
Cost   94,756 84,119 58,948 78,046 23,386 8,207 30,072 58,660 436,194
Accumulated depreciation   (40,094) (32,523) (34,216) (56,287) (10,212) (4,980) (16,970) (195,282)
Balance as of September 30, 2025   54,662 51,596 24,732 21,759 13,174 3,227 13,102 58,660 240,912
                     
Balance as of December 31, 2023   48,989 44,730 21,543 33,524 12,645 6,579 12,028 54,264 234,302
Additions (i)   (7) 21,905 21,898
Disposals   (28) (128) (43) (39) (22) (7) (524) (791)
Assets retirement obligation 25(b) (507) (507)
Depreciation, depletion and amortization   (1,731) (2,131) (2,737) (1,677) (612) (684) (1,270) (10,842)
Acquisition of Aliança   152 484 1,826 10 19 284 407 3,182
Deconsolidation of VODC   (48) (543) (52) (2,908) (92) (3,643)
Translation adjustment   882 575 854 1,919 10 660 491 2,002 7,393
Transfers   2,941 4,890 2,663 906 514 1,224 (13,138)
Balance as of September 30, 2024   51,205 48,372 23,563 34,084 12,535 3,659 12,750 64,824 250,992
Cost   90,104 79,211 56,324 81,044 21,950 7,796 28,104 64,824 429,357
Accumulated depreciation   (38,899) (30,839) (32,761) (46,960) (9,415) (4,137) (15,354) (178,365)
Balance as of September 30, 2024   51,205 48,372 23,563 34,084 12,535 3,659 12,750 64,824 250,992
   
 34 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

 

 

Parent company

  Notes Building and land Facilities Equipment Mineral properties Railway equipment Right of use assets Other Constructions in progress Total
Balance as of December 31, 2024   34,819 38,762 13,119 8,652 12,829 1,142 7,349 34,140 150,812
Additions (i)   226 14,098 14,324
Disposals   (86) (106) (15) (38) (48) (17) (1,548) (1,858)
Assets retirement obligation 25(b) 76 76
Depreciation, depletion and amortization   (1,195) (1,682) (1,513) (591) (646) (207) (1,129) (6,963)
Transfer to held for sale (Energy Assets) 15(a) (1,290) (1) (178) (1) (165) (1,635)
Transfers   2,479 4,406 2,151 6 964 1,689 (11,695)
Balance as of September 30, 2025   36,017 40,090 13,741 8,105 13,099 983 7,891 34,830 154,756
Cost   52,697 59,034 30,134 14,118 23,213 2,962 19,323 34,830 236,311
Accumulated depreciation   (16,680) (18,944) (16,393) (6,013) (10,114) (1,979) (11,432) (81,555)
Balance as of September 30, 2025   36,017 40,090 13,741 8,105 13,099 983 7,891 34,830 154,756
                     
Balance as of December 31, 2023   31,675 34,918 12,093 9,452 12,538 1,284 6,635 32,814 141,409
Additions (i)   26 15,457 15,483
Disposals   (27) (125) (14) (21) (5) (424) (616)
Assets retirement obligation 25(b) (523) (523)
Depreciation, depletion and amortization   (1,065) (1,406) (1,535) (574) (603) (277) (1,017) (6,477)
Transfers   2,676 4,577 2,055 (17) 506 1,238 (11,035)
Balance as of September 30, 2024   33,259 37,964 12,599 8,338 12,420 1,033 6,851 36,812 149,276
Cost   48,447 55,054 27,493 13,519 21,744 2,722 17,005 36,812 222,796
Accumulated depreciation   (15,188) (17,090) (14,894) (5,181) (9,324) (1,689) (10,154) (73,520)
Balance as of September 30, 2024   33,259 37,964 12,599 8,338 12,420 1,033 6,851 36,812 149,276

 

 

(i) Includes capitalized interest, when applicable.

For more details regarding right of use and lease liability see note 22.

   
 35 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

18. Financial and capital risk management

 

Effects of derivatives on the statement of financial position

  Consolidated
  September 30, 2025 December 31, 2024
  Assets Liabilities Assets Liabilities
Foreign exchange and interest rate risk 4,213 888 321 3,723
Commodities price risk 182 68 101 145
Embedded derivatives 2
Total 4,395 956 422 3,870

Net exposure

    Consolidated
  September 30, 2025 December 31, 2024
Foreign exchange and interest rate risk 3,325 (3,402)
Commodities price risk 114 (44)
Embedded derivatives (2)
Total 3,439 (3,448)

 

Effects of derivatives on the income statement

  Consolidated
  Gain (loss) recognized in the income statement
  Three-month period ended September 30, Nine-month period ended September 30,
  2025 2024 2025 2024
Foreign exchange and interest rate risk 1,208 377 8,906 (2,107)
Commodities price risk 149 (26) 88 (36)
Embedded derivatives 4 2 7
Total 1,357 355 8,996 (2,136)
         

Effects of derivatives on the cash flows

  Consolidated
  Financial settlement inflows (outflows)
Nine-month period ended September 30,
  2025 2024
Foreign exchange and interest rate risk 2,187 416
Commodities price risk (66) 43
Total 2,121 459

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 3,325 (3,402) 1,115 1,614 596

The sensitivity analysis of these derivative financial instruments is presented as follows:

   
 36 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

Instrument's main risk events Fair value

Scenario I

(∆ of 25%)

Scenario II

(∆ of 50%)

R$ depreciation 3,325 (4,562) (12,449)
US$ interest rate inside Brazil decrease 3,325 2,554 1,658
Brazilian interest rate increase 3,325 1,541 78
TJLP interest rate decrease 3,325 3,312 3,300
IPCA index decrease 3,325 2,075 984
SOFR interest rate decrease 3,325 3,172 3,015

a.ii) Protection program for product prices and input costs

  Notional Fair value Fair value by year
Flow September 30, 2025 December 31, 2024 September 30, 2025 December 31, 2024 2025 2026 2027+
Brent crude oil (bbl)              
Options 18,418,875 24,050,625 59 67 (3) 62
               
Forward Freight Agreement (days)              
Freight forwards 2,760 3,240 61 (65) 61
               
Fixed price nickel sales protection (ton)              
Nickel forwards 2,208 4,978 (6) (46) (6)
               

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 59 (494) (1,826)
Forward Freight Agreement (days) Decrease in freight price 61 (20) (101)
Hedge for fixed-price nickel sales (tons) Decrease in nickel price (6) (64) (121)

 

a.iii) Embedded derivatives in contracts

  Notional Fair value Fair value by year
Flow September 30, 2025 December 31, 2024 September 30, 2025 December 31, 2024 2025 2026 2027+
Embedded derivative (pellet price) in natural gas purchase (volume/month)              
Call options 746,667 746,667 (2)

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%)

Embedded derivative (pellet price) in natural gas purchase agreement (volume/month)        
Embedded derivatives - Gas purchase Pellet price increase (2)

a.iv) Hedge accounting

  Consolidated
  Gain (loss) recognized in the other comprehensive income
  Three-month period ended September 30, Nine-month period ended September 30,
  2025 2024 2025 2024
Net investments hedge 384 192 2,047 (1,147)
         
   
 37 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

b) Credit risk management

b.i) Financial's 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.

  Consolidated
  September 30, 2025 December 31, 2024
  Cash and cash equivalents and investment Derivatives Cash and cash equivalents and investment Derivatives
Aa2 4,169 10 2,421 3
A1 9,887 797 11,605 172
A2 1,430 508 3,220 83
A3 5,753 349 4,391 12
Baa1 6
Baa2 23 25
Baa3 180 –  –  – 
Ba1 (i) 6,515 1,439 4,453 111
Ba2 (i) 4,436 1,292 4,881 41
 Total 32,393 4,395 31,002 422

(i) A substantial part of the balances is held with financial institutions in Brazil which are deemed investment grade in local currency.

.

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: 

   
 38 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

    Consolidated
    September 30, 2025   December 31, 2024
Financial assets Notes Amortized cost At fair value through OCI At fair value through profit or loss Total Amortized cost At fair value through OCI At fair value through profit or loss Total
Current                  
Cash and cash equivalents (i)   31,391 31,391 30,671 30,671
Short-term investments (ii)   1,002 1,002 331 331
Derivative financial instruments 18 2,928 2,928 331 331
Accounts receivable 10 1,275 12,053 13,328 2,313 12,287 14,600
    32,666 15,983 48,649 32,984 12,949 45,933
Non-current                  
Judicial deposits 26(c) 3,392 3,392 3,326 3,326
Restricted cash 13 46 46 78 78
Derivative financial instruments 18 1,467 1,467 91 91
Investments in equity securities 13 306 306 337 337
    3,438 306 1,467 5,211 3,404 337 91 3,832
Total of financial assets   36,104 306 17,450 53,860 36,388 337 13,040 49,765
                   
Financial liabilities                  
Current                  
Suppliers and contractors 12 30,054 30,054 26,217 26,217
Derivative financial instruments 18 491 491 1,220 1,220
Loans and borrowings 21 2,498 2,498 6,316 6,316
Leases 22 931 931 907     907
Liabilities related to the concession grants 13(a) 2,575 2,575 2,895 2,895
Other financial liabilities - Related parties 29 1,039 1,039 1,803 1,803
Other financial obligations 13 1,197 1,197 3,637 3,637
    38,294 491 38,785 41,775 1,220 42,995
Non-current                  
Derivative financial instruments 18 465 465 2,650 2,650
Loans and borrowings 21 92,400 92,400 85,282 85,282
Leases 22 2,793 2,793 3,507 3,507
Participative shareholders' debentures 20 14,196 14,196 13,727 13,727
Liabilities related to the concession grants 13(a) 11,071 11,071 11,684 11,684
Other financial obligations 13 1 1 198 1 199
    106,265 14,661 120,926 100,671 16,378 117,049
Total of financial liabilities   144,559 15,152 159,711 142,446 17,598 160,044

 

 

 

(i) Includes R$11,366 (US$2,137 million) (2024: R$10,580 (US$1,709 million) denominated in R$, R$18,291 (US$3,439 million) (2024: R$18,877 (US$3,048 million) denominated in US$ and R$1,734 (US$326 million) (2024: R$1,214 (US$196 million) 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").

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   
 39 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

b) Hierarchy of fair value

      Consolidated
    September 30, 2025 December 31, 2024
  Notes Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Financial assets                  
Short-term investments   176 826 1,002 331 331
Derivative financial instruments 18 4,395 4,395 422 422
Accounts receivable 10 12,053 12,053 12,287 12,287
Investments in equity securities 13 306 306 337 337
    176 17,580 17,756 331 13,046 13,377
                   
Financial liabilities                  
Derivative financial instruments 18 956 956 3,870 3,870
Participative shareholders' debentures 20 14,196 14,196 13,727 13,727
Other financial obligations 13 1 1 1 1
    15,153 15,153 17,598 17,598

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

  Consolidated
  September 30, 2025 December 31, 2024
  Carrying amount Fair value Carrying amount Fair value
Quoted in the secondary market:        
 Bonds 41,116 42,687 45,003 44,866
Debentures 13,189 13,099 7,876 7,897
Debt contracts in Brazil in:        
R$, indexed to TJLP, TR, IPCA, IGP-M and CDI 790 791 1,144 1,144
Basket of currencies and bonds in US$ indexed to SOFR 798 836 944 960
Debt contracts in the international market in:        
US$, with variable and fixed interest 36,091 37,558 36,186 36,673
Other currencies, with fixed interest 291 306 390 396 
Other currencies, with variable interest 2,623 2,488 55 47 
Total 94,898 97,765 91,598 91,983

 

20. Participative shareholders’ debentures

 

  Financial result    
  Average price (R$) Three-month period ended September 30, Nine-month period ended September 30,   Liabilities
  2025 2024 2025 2024 2025 2024

September 30,

2025

December 31, 2024
Participative shareholders’ debentures 36,54 33,74 (803) 509 (1,221) 72 14,196 13,727

On October 6th, 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 1st, 2025 (subsequent event), the Company made a payment of remuneration to debenture holders in the amount of R$598 (US$112 million) for the first semester of 2025 (2024: R$527 (US$97 million) for the first semester of 2024).

   
 40 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

On April 1st, 2025, the Company made a payment of remuneration to debenture holders in the amount of R$760 (US$131 million) for the second semester of 2024 (2024: R$766 (US$149 million) for the second semester of 2023).

21. Loans and borrowings

a) Outstanding balance of loans and borrowings by type and currency

    Consolidated
    Current liabilities Non-current liabilities
  Average interest rate (i)

September 30,

2025

December 31, 2024

September 30,

2025

December 31, 2024
Quoted in the secondary market:          
US$ Bonds 6.06% 40,460 44,502
R$ Debentures 7.11% 310 419 12,553 7,375
Debt contracts in Brazil in (ii):          
R$, indexed to TJLP, TR, IPCA, IGP-M and CDI 9.64% 239 253 550 887
Basket of currencies and bonds in US$ indexed to SOFR 5.85% 798 929
Debt contracts in the international market in:          
US$, with variable and fixed interest 5.26% 558 4,433 35,228 31,222
Other currencies, with fixed interest 4.83% 65 71 225 312
Other currencies, with variable interest 2.76% 26 2,586 55
Accrued charges   1,300 1,140
Total   2,498 6,316 92,400 85,282

 

  Parent company
    Current liabilities Non-current liabilities
  Average interest rate (i) September 30, 2025 December 31, 2024 September 30, 2025 December 31, 2024
Quoted in the secondary market:          
US$,Bonds 5.66% 2,613 3,042
R$, Debentures 7.11% 310 195 12,553 6,417
Debt contracts in Brazil in (ii):          
R$, indexed to TJLP, TR, IPCA, IGP-M and CDI 9.64% 240 239 550 729
Basket of currencies and bonds in US$ indexed to SOFR 5.85% 798 929
Debt contracts in the international market in:          
US$, with variable and fixed interest 5.32% 27 17,916 18,992
Other currencies, with variable interest   55
Accrued charges   458 385
Total   1,035 819 34,429 30,164

(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

 

  Consolidated Parent Company
  Principal Estimated future interest payments (i) Principal Estimated future interest payments (i)
2025 1,199 1,627 576 601
2026 659 3,652 125 1,975
2027 9,050 4,933 4,039 1,857
2028 5,252 4,673 5,158 1,680
From 2029 to 2031 30,962 11,070 8,511 3,726
2032 onwards 46,476 23,783 16,597 4,993
Total 93,598 49,738 35,006 14,832

(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.

 

   
 41 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

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.

22. Leases

a) Right of use

            Consolidated
  December 31, 2024 Additions and contract modifications Depreciation and impairments Transfer to held for sale (note 15a) Translation adjustment

September 30,

2025

Ports 316 (111) (15) 190
Vessels 2,188 112 (211) (301) 1,788
Pelletizing plants 677 (34) (133) 510
Properties 584 178 (70) (212) (5) 475
Energy plants 172 (32) (18) 122
Others 152 54 (47) (17) 142
Total 4,089 310 (604) (212) (356) 3,227

 

b) Leases liabilities

              Consolidated
  December 31, 2024 Additions and contract modifications Payments (i) Interest Transfer to held for sale (note 15a) Translation adjustment

September 30,

2025

Ports 333 (98) 11 (17) 229
Vessels 2,202 112 (264) 56 (303) 1,803
Pelletizing plants 778 (34) (59) 25 710
Properties 664 178 (92) 22 (217) 555
Energy plants 268 (15) 12 (34) 231
Others 169 54 (62) 7 28 196
Total 4,414 310 (590) 133 (217) (326) 3,724
Current liabilities 907           931
Non-current liabilities 3,507           2,793
Total 4,414           3,724

(i) The total amount of the variable lease payments not included in the measurement of lease liabilities was R$430 (US$77 million) recorded in the income statement in the nine-month period ended September 30, 2025 (2024: R$998 (US$190 million)).

 

 

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. 

   
 42 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 
                Consolidated
  2025 2026 2027 2028 2029 onwards Total Remaining term (years) Discount rate
Ports 39 76 6 6 94 221 1 to 18 4% to 5%
Vessels 89 331 325 273 1,000 2,018 1 to 8 3% to 4%
Pelletizing plants 137 185 128 128 149 727 1 to 8 2% to 6%
Properties 30 112 108 105 247 602 1 to 14 2% to 6%
Energy plants 12 33 27 27 179 278 1 to 5 5%
Others 20 76 54 36 11 197 1 to 5 3% to 6%
Total 327 813 648 575 1,680 4,043    

 

 

23. Brumadinho dam failure

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

  Consolidated
  Three-month period ended in September 30, Nine-month period ended  in September 30,
  2025 2024 2025 2024
Integral Reparation Agreement 16 43 186 303
Other obligations (38) (304) (488) (451)
Incurred expenses (421) (444) (1,316) (1,457)
Insurance 13 10 44 49
Expenses related to Brumadinho event (430) (695) (1,574) (1,556)
   
 43 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

Changes in the provision in the period

 

  Consolidated
  December 31, 2024 Changes in  estimates Monetary and present value adjustments Disbursements

September 30,

2025

Integral Reparation Agreement          
Payment obligations 1,885 (34) 201 (540) 1,512
Provision for socio-economic reparation and others 2,025 (84) 200 (296) 1,845
Provision for social and environmental reparation 3,300 (68) 374 (1,052) 2,554
  7,210 (186) 775 (1,888) 5,911
Other obligations          
Tailings containment, geotechnical safety and environmental reparation 3,121 61 303 (667) 2,818
Individual indemnification 301 47 44 (183) 209
Other 1,566 380 113 (574) 1,485
  4,988 488 460 (1,424) 4,512
           
Liability 12,198 302 1,235 (3,312) 10,423

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.

 

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

   
 44 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

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.

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 R$1,800 (US$330 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 R$3,900 (US$715 million), subject to interest and monetary adjustments. In the procedure presented by minority shareholders, the applicants estimated the alleged losses at approximately R$3,000 (US$550 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.

   
 45 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

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.

The total amount of the Definitive Settlement is R$170 billion (US$31.7 billion), comprising past and future obligations, to serve the people, communities and environment impacted by the dam failure. It includes:

R$38 billion (US$7.9 billion) already incurred, from the date of the dam collapse until the Definitive Settlement, by Vale, Samarco and BHPB with remediation and compensation measures and, therefore, do not constitute the Company’s provision balance;
R$100 billion (US$18 billion) paid over 20 years to the Federal Government, the States of Minas Gerais and Espírito Santo, the municipalities and which will also be used by Justice Institutions, to fund compensatory actions tied to public policies; and
R$32 billion (US$5.8 billion) in performance obligations executed by Samarco, including initiatives for individual indemnification, resettlement, and environmental recovery. The expectation is that the cash disbursement related to these obligations will occur substantially over the 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 R$1,009 (US$182 million) 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 as of December 31, 2024 22,682
Changes in estimates 1,009
Monetary and present value adjustments 853
Disbursements (11,776)
Balance as of September 30, 2025 12,768

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”).

   
 46 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

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.

 

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 R$6,134 (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 R$4,788 (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 R$24 billion (US$4.8 billion) financial debt held by creditors was exchanged for approximately R$19 billion (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 R$5 billion (US$1 billion) from 2024 to 2030, of which R$1,978 (US$365 million) 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.

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.

   
 47 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

Effects in the income statement

    Consolidated Parent Company
    Three-month period ended September 30, Nine-month period ended September 30, Three-month period ended September 30, Nine-month period ended September 30,
  Notes 2025 2024 2025 2024 2025 2024 2025 2024
De-characterization of upstream geotechnical structures 25(a) 286 (1) 649 682 286 (1) 649 682
Obligation for asset decommissioning 25(b) 12 33 (56) 201 22 103 (36) 241
Environmental obligations 25(b) (1) (108) 2 (121) (1) (116)
Total   298 32 592 775 310 (19) 612 807

 

 

Provision changes during the period

    Consolidated
  Notes De-characterization of upstream geotechnical structures (i) Asset retirement obligations Environmental obligations Total
Balance as of December 31, 2024   13,706 19,234 2,749 35,689
Changes in estimates - amounts for closed plants charged to the income statement   (649) 56 1 (592)
Changes in estimates – capitalized value for operational plants   36 113 149
Disbursements   (1,527) (836) (691) (3,054)
Monetary and present value adjustments   735 601 121 1,457
Transfer to assets held for sale 15(a) (13) (128) (141)
Translation adjustments   (1,170) (45) (1,215)
Balance as of September 30, 2025   12,265 17,908 2,120 32,293

 

  Parent Company
  De-characterization of upstream geotechnical structures (i) Asset retirement obligations Environmental obligations Total
Balance as of December 31, 2024 13,706 7,810 1,805 23,321
Changes in estimates - amounts for closed plants charged to the income statement (649) 36 1 (612)
Changes in estimates – capitalized value for operational plants 76 6 82
Disbursements (1,527) (662) (328) (2,517)
Monetary and present value adjustments 735 438 103 1,276
Balance as of September 30, 2025 12,265 7,698 1,587 21,550
         

(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.

   
 48 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

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 R$59 (US$10 million) and R$176 (US$31 million) for the three and nine-month period ended September 30, 2025, respectively (2024: R$184 (US$36 million) and R$562 (US$108 million), respectively). The Company is working on legal and security to resume operations.

 

b) Asset retirement obligations and environmental obligations

  Consolidated Parent Company Discount rate Cash flow maturity
 

September 30,

2025

December 31, 2024

September 30,

2025

December 31, 2024

September 30,

2025

December 31, 2024

September 30,

2025

December 31, 2024
Liability by geographical area                
Brazil 10,549 11,052 9,285 9,616 7.22% 7.38% 2132 2132
Canada 8,026 9,412 1.62% 1.44% 2152 2152
Oman 755 879 3.35% 3.66% 2035 2035
Other regions 698 640 2.59% 2.77%
  20,028 21,983 9,285 9,616        
Operating plants 14,727 15,526 5,929 5,516        
Closed plants 5,301 6,457 3,356 4,100        
  20,028 21,983 9,285 9,616        

 

Financial guarantees

The Company has guarantees issued by financial institutions in the amount of R$5,927 (US$1,114 million) as of September 30, 2025 (December 31, 2024: R$6,756 (US$1,091 million), in connection with the asset retirement obligations for its Energy Transition Metals operations. The financial cost of these guarantees is immaterial.

26. Legal proceedings

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.

   
 49 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

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

  Consolidated
  Three-month period ended September 30, Nine-month period ended September 30,
  2025 2024 2025 2024
Tax litigations (346) (65) (359) (92)
Civil litigations (39) (14) 187 (91)
Labor litigations (317) (142) (865) (540)
Environmental litigations 13 (1) (170) (14)
Total (689) (222) (1,207) (737)

 

Changes in the provisions in the period

  Tax litigation Civil litigation Labor litigation Environmental litigation Total of litigation provision
Balance as of December 31, 2024 1,245 1,790 2,989 248 6,272
Additions and reversals, net 359 (187) 865 170 1,207
Payments (111) (918) (421) (168) (1,618)
Indexation and interest 62 149 173 7 391
Transfer to held for sale and payables taxes (433) (28) (1) (154) (616)
Balance as of September 30, 2025 1,122 806 3,605 103 5,636
           
Balance as of December 31, 2023 441 1,834 2,490 72 4,837
Additions and reversals, net 92 91 540 14 737
Payments (64) (353) (459) (1) (877)
Indexation and interest 61 110 11 8 190
Acquisition of Aliança Energia 34 149 183
Balance as of September 30, 2024 530 1,716 2,582 242 5,070

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.

   
 50 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

b) Contingent liabilities

  Consolidated
  September 30, 2025 December 31, 2024
Tax litigations 37,829 37,122
Civil litigations 10,184 7,891
Labor litigations 1,974 1,809
Environmental litigations 6,463 6,499
Total 56,450 53,321

 

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 R$2,084 (US$392 million), and the risk of loss in this proceeding was classified as possible as of September 30, 2025.

 

c) Judicial deposits

  Consolidated
  September 30, 2025 December 31, 2024
Tax litigations 2,099 2,096
Civil litigations 581 481
Labor litigations 644 681
Environmental litigations 68 68
Total 3,392 3,326

 

d) Guarantees contracted for legal proceedings

In addition to the above-mentioned tax, civil, labor and environmental judicial deposits, the Company contracted R$18.6 (US$3.5 billion) (December 31, 2024: R$17.8 (US$2.9 billion)) in guarantees for its lawsuits, as an alternative to judicial deposits.

27. Employee benefits

      Consolidated
    Current liabilities Non-current liabilities
  Notes

September 30,

2025

December 31, 2024

September 30,

2025

December 31, 2024
Payroll, related charges and other remunerations   4,761 5,783
Charges related to share-based payments 27(a) 255 98
Employee post-retirement obligation 27(b) 370 385 6,446 6,925
    5,386 6,266 6,446 6,925

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”.

   
 51 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 


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 57.69 60.05 81.82

 

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 53.00 63.90 88.88
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

  Consolidated
  September 30, 2025 December 31, 2024
  Overfunded pension plans Underfunded pension plans and other benefits Overfunded pension plans Underfunded pension plans and other benefits
Movements of assets ceiling        
Balance at beginning of the period 5,329 5,194
Interest income 278 403
Changes on asset ceiling 92 (442)
Translation adjustment (144) 174
Balance at end of the period 5,555 5,329
         
   
 52 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

Amount recognized in the statement of financial position        
Present value of actuarial liabilities (18,964) (10,890) (20,718) (11,911)
Fair value of assets 25,252 4,074 26,727 4,601
Effect of the asset ceiling (5,555) (5,329)
Assets (liabilities) 733 (6,816) 680 (7,310)
         
Current liabilities 55 (370) (385)
Non-current assets (liabilities) (i) 678 (6,446) 680 (6,925)
Assets (liabilities) 733 (6,816) 680 (7,310)

(i) Overfunded pension plans assets are recorded as “Other non-current assets” in the balance sheet.

 

28. Equity

a) Share capital

As of September 30, 2025, the share capital was R$77,300 (US$61,614 million) 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 of shares repurchased Effect on cash flows
  Nine-month period ended September 30,
  2025 2024 2025 2024
Shares buyback program up to 150,000,000 shares (i)        
Acquired by Parent 17,413,659 1,204
Acquired by wholly owned subsidiaries 11,645,514 850
Total 29,059,173 2,054

(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:

   
 53 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

Remuneration approved in the nine-month period ended September 30, 2025

On July 31, 2025, the Board of Directors approved JCP to its shareholders in the total amount of R$8,091 (US$1,448 million), which was paid in September 2025 as an anticipation of the remuneration for the year ended December 31, 2025.
On February 19, 2025, the Board of Directors approved dividends to shareholders in the total amount of R$9,143 (US$1,596 million), approved as additional remuneration for the year ended December 31, 2024. This remuneration was fully paid in March 2025.

Remuneration approved in the nine-month period ended September 30, 2024

On July 25, 2024, the Board of Directors approved interest on capital to its shareholders in the total amount of R$8,940 (US$1,608 million), as an anticipation of the remuneration for the year ended December 31, 2024. This remuneration was fully paid in September 2024.
On February 22, 2024, the Board of Directors approved dividends to shareholders in the total amount of R$11,722 (US$2,364 million), for the year ended December 31, 2023. This remuneration was fully paid in March 2024.

 

29. Related parties

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

  Consolidated
  Three-month period ended September 30,
  2025 2024
  Net operating revenue Cost and operating expenses Financial result Net operating revenue Cost and operating expenses Financial result
Joint Ventures            
   Aliança Geração de Energia S.A. (62)
   Pelletizing companies (i) (161) (46) (452) (28)
   MRS Logística S.A. (690) (685)
   Norte Energia S.A. (115) 1 (127)
   Other 18 (399) 38 (9)
  18 (1,365) (46) 39 (1,335) (28)
             
   
 54 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

Associates            
   VLI 338 (57) (7) 468 (69) (4)
   PTVI (933) (1,127)
Anglo American (531) 15
   Other (2) 1
  338 (1,521) 8 468 (1,198) (3)
             
Shareholders            
Bradesco 239 198
Mitsui 120 325
Cosan 10 (1)
   Banco do Brasil 1
  120 239 335 (1) 199
Total 476 (2,886) 201 842 (2,534) 168

(i) Aggregated entities: Companhia Coreano-Brasileira de Pelotização, Companhia Hispano-Brasileira de Pelotização, Companhia Ítalo-Brasileira de Pelotização and Companhia Nipo-Brasileira de Pelotização.

 

  Consolidated
  Nine-month period ended September 30,
  2025 2024
  Net operating revenue Cost and operating expenses Financial result Net operating revenue Cost and operating expenses Financial result
Joint Ventures            
   Aliança Geração de Energia S.A. (323)
   Pelletizing companies (i) (334) (159) (1,222) (111)
   MRS Logística S.A. (1,916) (1,789)
   Norte Energia S.A. (277) 1 (283)
   Other 109 (1,124) 123 (35) (15)
  109 (3,651) (159) 124 (3,652) (126)
             
Associates            
   VLI 1,283 (182) (20) 1,444 (121) (10)
   PTVI (2,640) (1,127)
Anglo American (801) 53
   Other (15) (7) 16
  1,283 (3,623) 18 1,444 (1,255) 6
             
Shareholders            
   Bradesco 1,589 (991)
   Mitsui 472 920
   Cosan 46 (93) 11 (15)
   Banco do Brasil 1 5
  518 (93) 1,590 931 (15) (986)
Total 1,910 (7,367) 1,449 2,499 (4,922) (1,106)
   
 55 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

  Consolidated
  Three-month period ended September 30,
  2025 2024
  Net operating revenue Cost and operating expenses Financial result Net operating revenue Cost and operating expenses Financial result
Subsidiaries            
     Vale International 30,915 (512) 32,568 (1,346)
     Other 168 (481) (92) 82 (338) (71)
  31,083 (481) (604) 32,650 (338) (1,417)
Joint Ventures            
   Aliança Geração de Energia S.A. (62)
   Pelletizing companies (i) (161) (8) (452) (10)
   MRS Logística S.A. (690) (685)
   Norte Energia S.A. (115) 1 (127)
   Other 18 38 (9)
  18 (966) (8) 39 (1,335) (10)
Associates            
   VLI 338 (43) (7) 468 (44) (4)
Anglo American (531) (2)
   Other 1
  338 (574) (9) 468 (44) (3)
Shareholders            
     Bradesco 238 192
     Cosan 6 (1)
Banco do Brasil
  238 6 (1) 192
Total 31,439 (2,021) (383) 33,163 (1,718) (1,238)

(i) Aggregated entities: Companhia Coreano-Brasileira de Pelotização, Companhia Hispano-Brasileira de Pelotização, Companhia Ítalo-Brasileira de Pelotização and Companhia Nipo-Brasileira de Pelotização.

 

 

   
 56 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

  Parent Company
  Nine-month period ended September 30,
  2025 2024
  Net operating revenue Cost and operating expenses Financial result Net operating revenue Cost and operating expenses Financial result
Subsidiaries            
     Vale International 82,665 (2,239) 90,754 (2,531)
     Other 301 (1,211) (251) 192 (726) (247)
  82,966 (1,211) (2,490) 90,946 (726) (2,778)
Joint Ventures            
   Aliança Geração de Energia S.A. (323)
   Pelletizing companies (i) (334) (25) (1,222) (30)
   MRS Logística S.A. (1,916) (1,789)
   Norte Energia S.A. (277) 1 (283)
   Other 109 123 (35) (15)
  109 (2,527) (25) 124 (3,652) (45)
Associates            
   VLI 1,283 (138) (20) 1,444 (84) (10)
Anglo American (801)      
   Other (15) (1) 16
  1,283 (939) (35) 1,444 (85) 6
Shareholders            
     Bradesco 1,587 (1,005)
     Cosan 20 (67)   7 (15)
     Banco do Brasil 1
  20 (67) 1,587 7 (15) (1,004)
Total 84,378 (4,744) (963) 92,521 (4,478) (3,821)
(i)Aggregated entities: Companhia Coreano-Brasileira de Pelotização, Companhia Hispano-Brasileira de Pelotização, Companhia Ítalo-Brasileira de Pelotização and Companhia Nipo-Brasileira de Pelotização.

 

 

 

 

   
 57 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

 

b) Outstanding balances with related parties

  Consolidated
  Assets
 

September 30,

2025

December 31, 2024
  Cash and cash equivalents Accounts receivable Dividends receivable and other assets Cash and cash equivalents Accounts receivable Dividends receivable and other assets
Joint Ventures            
     Pelletizing companies (i) 210
MRS Logística S.A. 1 195 79 201
Other 28 28 2
  29 195 107 413
             
Associates            
     VLI 287 119
     PTVI 4 3
Anglo American 892 923
     Other 19 2 8
  291 911 124 931
Shareholders            
     Bradesco 4,277 804 1,616 100
     Banco do Brasil 161 134
     Mitsui 76 41
     Cosan 16
  4,438 76 804 1,750 57 100
Pension plan 110 97
Total 4,438 506 1,910 1,750 385 1,444

(i) Aggregated entities: Companhia Coreano-Brasileira de Pelotização, Companhia Hispano-Brasileira de Pelotização, Companhia Ítalo-Brasileira de Pelotização and Companhia Nipo-Brasileira de Pelotização.

] Consolidated
  Liabilities
 

September 30,

2025

December 31, 2024
  Supplier and contractors Financial instruments and other liabilities Supplier and contractors Financial instruments and other liabilities
Joint Ventures        
     Pelletizing companies (i) 466 1,039 304 1,803
     MRS Logística S.A. 116 198
     Other 356 412
  938 1,039 914 1,803
Associates        
     VLI 8 586 11 292
     PTVI 341 414
Anglo American 306
     Other 117 10 1
  772 586 435 293
Shareholders        
Bradesco 5
Cosan 138 1,008
  138 5 1,008
Pension plan 66
Total 1,710 1,763 1,420 3,104
         
(i)Aggregated entities: Companhia Coreano-Brasileira de Pelotização, Companhia Hispano-Brasileira de Pelotização, Companhia Ítalo-Brasileira de Pelotização and Companhia Nipo-Brasileira de Pelotização.

 

 

   
 58 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

  Parent company
  Assets
 

September 30,

2025

December 31, 2024
  Cash and cash equivalents Accounts receivable Dividends receivable and other assets Cash and cash equivalents Accounts receivable Dividends receivable and other assets
Subsidiaries            
     Vale International S.A. 14,130 24,768
     Minerações Brasileiras Reunidas S.A. 305 285
     Salobo Metais 1,204 1,165
     Other 49 40 58 185
  15,383 345 25,991 470
Joint Ventures            
     Pelletizing companies (i) 210
     MRS Logistica S.A. 1 38 79 38
     Other 28 28 2
  29 38 107 250
Associates            
      VLI 287 119
Anglo American 98
     Other 1 20 2 8
  288 118 121 8
Shareholders            
     Bradesco 3,027 804 945 100
     Cosan 13
     Banco do Brasil 67 38
  3,094 804 983 13 100
Pension Plan 110 97
Total 3,094 15,810 1,305 983 26,329 828
(i)Aggregated entities: Companhia Coreano-Brasileira de Pelotização, Companhia Hispano-Brasileira de Pelotização, Companhia Ítalo-Brasileira de Pelotização and Companhia Nipo-Brasileira de Pelotização.

 

 

 

 

   
 59 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

 

 

  Parent company
  Liabilities
  September 30, 2025 December 31, 2024
  Supplier and contractors Export Pre-Payments Financial instruments and other liabilities Supplier and contractors Export Pre-Payments Financial instruments and other liabilities
Subsidiaries            
     Vale International S.A. 62,893 5,129 73,707 5,923
     Salobo 9 135 9   135
     Other 191 2,903 205 3,518
  200 62,893 8,167 214 73,707 9,576
Joint Ventures            
     Pelletizing companies (i) 466 304
     MRS Logística S.A. 116 198
     Other 46 90
  628 592
Associates            
     VLI 6 586 10 292
Anglo American 306  
     Other 117 9 1
  429 586 19 293
Shareholders            
     Bradesco 138 1,008
     Cosan 2
  138 2 1,008
Pension plan 61
Total 1,257 62,893 8,891 888 73,707 10,877

(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 R$152 (US$27 million) (2024: R$108 (US$21 million)).

 

   
 60 
 

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.
(Registrant)  
   
  By: /s/ Thiago Lofiego
Date: October 30, 2025   Director of Investor Relations

 

FAQ

What were Vale (VALE) Q3 2025 revenue and net income?

Q3 2025 consolidated net operating revenue was R$56,701 million and net income was R$14,671 million.

What is Vale’s Adjusted EBITDA for Q3 2025 and segment split?

Adjusted EBITDA was R$23,765 million, with R$21,604 million from Iron Solutions and R$3,770 million from Energy Transition Metals.

How much cash did Vale generate from operations year-to-date 2025?

Nine-month cash from operations totaled R$50,599 million.

What major cash uses did Vale report in 2025?

Investing included R$21,559 million in PP&E/intangibles and R$11,776 million related to Samarco; distributions to shareholders were R$19,456 million.

How did derivatives affect Vale’s 2025 results?

Derivatives on FX/interest and commodities contributed a net gain of R$1,357 million in Q3 and R$8,996 million for nine months.

What is Vale’s cash position and equity as of Sep 30, 2025?

Cash and cash equivalents were R$31,391 million; total equity was R$224,733 million.

Did U.S. tariffs materially affect Vale in 2025?

The company stated it does not expect significant effects on operations or cash flows.
Vale S A

NYSE:VALE

VALE Rankings

VALE Latest News

VALE Latest SEC Filings

VALE Stock Data

72.31B
4.27B
0.02%
17.52%
1.36%
Other Industrial Metals & Mining
Basic Materials
Link
Brazil
Rio De Janeiro