Vale (NYSE: VALE) targets BRL 500M capital boost and unit mergers

Rhea-AI Filing Summary

Vale S.A. reports that its Board of Directors approved a proposal to increase the company’s share capital by BRL 500,000,000 through the capitalization of part of its Tax Incentive Reserve, without issuing new shares. This requires an amendment to Article 5 of its bylaws to reflect the higher capital amount.

The Board also approved the proposed mergers of wholly owned subsidiaries Baovale Mineração S.A. and CDA Logística S.A. into Vale, aimed at simplifying the group’s corporate structure, with no change in capital stock and no new shares. These proposals will be submitted to a Shareholders’ General Meeting expected to be convened on March 12, 2026 and held on April 30, 2026.

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

February 2026

Vale S.A.

Praia de Botafogo nº 186, 18º andar, Botafogo
22250-145 Rio de Janeiro, RJ, Brazil

(Address of principal executive office)

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

(Check One) Form 20-F x Form 40-F ¨

   Vale informs on proposals for capital increase and mergers Rio de Janeiro, February 26, 2026 – Vale S.A. (“Vale” or the “Company”) announces that its Board of Directors approved, on this date, without any qualifications by the Fiscal Council, a proposal to increase the Company’s share capital, without the issuance of new shares, in the amount of BRL 500,000,000.00, through the capitalization of a portion of the Tax Incentive Reserve. The proposal provides for an amendment to the caput of Article 5 of the Company’s Bylaws to reflect the new amount of the capital stock. The Board of Directors also approved the proposal for the merger, by Vale, of its wholly owned subsidiaries Baovale Mineração S.A. (“Baovale”) and CDA Logística S.A. (“CDA”). The proposed mergers are intended to streamline the Vale Group’s corporate structure, consistent with the Company’s organizational simplification process, and will not result in an increase in capital stock or the issuance of new shares. The proposed capital increase, together with the related amendment to the Company’s Bylaws, as well as the proposed mergers of Baovale and CDA, will be submitted for approval by the Shareholders’ General Meeting, which is expected to be convened on March 12, 2026, and held on April 30, 2026, respectively. Marcelo Feriozzi Bacci Executive Vice President, Finance and Investor Relations For further information, please contact: Vale.RI@vale.com Thiago Lofiego: thiago.lofiego@vale.com Luciana Oliveti: luciana.oliveti@vale.com Pedro Terra: pedro.terra@vale.com Patricia Tinoco: patricia.tinoco@vale.com This press release may include statements that present Vale’s expectations about future events or results. All statements, when based upon expectations about the future, involve various risks and uncertainties. Vale cannot guarantee that such statements will prove correct. These risks and uncertainties include factors related to the following: (a) the countries where we operate, especially Brazil and Canada; (b) the global economy; (c) the capital markets; (d) the mining and metals prices and their dependence on global industrial production, which is cyclical by nature; and (e) global competition in the markets in which Vale operates. To obtain further information on factors that may lead to results different from those forecast by Vale, please consult the reports Vale files with the U.S. Securities and Exchange Commission (SEC), the Brazilian Comissão de Valores Mobiliários (CVM) and in particular the factors discussed under “Forward-Looking Statements” and “Risk Factors” in Vale’s annual report on Form 20-F. Press Release

 

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: February 26, 2026		Director of Investor Relations

FAQ

What capital increase did Vale (VALE) propose in this 6-K filing?

Vale’s board approved a proposal to increase share capital by BRL 500,000,000 through capitalization of part of its Tax Incentive Reserve. This increase will not involve issuing new shares and requires amending Article 5 of the company’s bylaws to reflect the higher capital amount.

Will Vale (VALE) issue new shares as part of the BRL 500 million capital increase?

No, the proposed BRL 500,000,000 capital increase will be made by capitalizing a portion of Vale’s Tax Incentive Reserve, with no new shares being issued. The main change is an updated capital stock figure in Article 5 of the company’s bylaws, subject to shareholder approval.

Which subsidiaries are being merged into Vale (VALE) under the new proposals?

Vale plans to merge its wholly owned subsidiaries Baovale Mineração S.A. and CDA Logística S.A. into the parent company. The stated goal is to streamline and simplify the Vale Group’s corporate structure, and these mergers will not increase capital stock or require issuance of new shares.

Do the proposed Baovale and CDA mergers change Vale’s share capital?

The proposed mergers of Baovale Mineração S.A. and CDA Logística S.A. into Vale will not change the company’s capital stock and will not involve issuing new shares. Their primary purpose is organizational simplification within the Vale Group, keeping the ownership structure for shareholders unchanged.

When will Vale (VALE) shareholders vote on the capital increase and mergers?

The capital increase, bylaws amendment, and mergers will be submitted to a Shareholders’ General Meeting, which is expected to be convened on March 12, 2026 and held on April 30, 2026. These dates reflect Vale’s stated timeline for seeking formal shareholder approval of the proposals.

What is the stated purpose of Vale’s proposed mergers with Baovale and CDA?

Vale explains that merging Baovale Mineração S.A. and CDA Logística S.A. into the parent company is intended to streamline the Vale Group’s corporate structure. This step aligns with its broader organizational simplification process and is not designed to raise new capital or alter share issuance.