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Vale 6‑K: Q3 2025 EPS $0.63; Adjusted EBITDA $4.369B

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Form Type
6-K

Rhea-AI Filing Summary

Vale S.A. filed a Form 6‑K reporting Q3 2025 interim results. Net operating revenue was $10,420 million (Q3 2024: $9,553 million) and net income reached $2,695 million (Q3 2024: $2,391 million), with basic and diluted EPS of $0.63 (Q3 2024: $0.56). Adjusted EBITDA was $4,369 million, driven mainly by Iron Solutions EBITDA of $3,972 million and Energy Transition Metals EBITDA of $687 million.

For the nine months, net cash generated by operating activities was $6,102 million. The balance sheet showed total assets of $91,190 million (Dec 31, 2024: $80,152 million) and total equity of $42,281 million (Dec 31, 2024: $34,528 million). Non‑current loans and borrowings were $17,373 million (Dec 31, 2024: $13,772 million). Dividends and interest on capital paid to shareholders totaled $3,464 million year‑to‑date.

China remained the largest market in Q3 with $5,695 million in net operating revenue. The auditor’s review found no material modifications needed under IAS 34. Subsequent to quarter‑end, Vale approved an optional acquisition proposal for up to all outstanding participative shareholders’ debentures.

Positive

  • None.

Negative

  • None.

Insights

Solid Q3 profitability; balance sheet larger, debt higher.

Vale posted Q3 revenue of $10,420M and net income of $2,695M, with Adjusted EBITDA at $4,369M. Profitability was supported by strong Iron Solutions EBITDA of $3,972M and Energy Transition Metals EBITDA of $687M. China contributed $5,695M of Q3 revenue.

Total assets rose to $91,190M while non‑current loans and borrowings increased to $17,373M. Year‑to‑date operating cash generation was $6,102M alongside shareholder distributions of $3,464M. Derivatives contributed positively over nine months, offsetting financial expenses.

The review opinion noted no material modifications under IAS 34. Subsequent authorization to optionally acquire participative shareholders’ debentures may reshape liabilities. Actual impact will depend on execution and market conditions disclosed in future reports.

 

 

 

United States

Securities and Exchange Commission

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer

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

of the

Securities Exchange Act of 1934

 

For the month of

 

October 2025

 

Vale S.A.

 

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

(Address of principal executive office)

 

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

 

(Check One) Form 20-F x Form 40-F ¨

 

 

 

 
 

   

 
 

Contents

 

Report of independent registered public accounting firm 3
Consolidated Interim Income Statement 4
Consolidated Interim Statement of Comprehensive Income 5
Consolidated Interim Statement of Cash Flows 6
Consolidated Interim Statement of Financial Position 7
 Consolidated Interim Statement of Changes in Equity 8
1. Corporate information 9
2. Basis of preparation of condensed consolidated interim financial statements 10
3. Significant events and transactions related to the three-month period ended September 30, 2025 10
4. Information by business segment and geographic area 11
5. Costs and expenses by nature 16
6. Financial results 17
7. Taxes 17
8. Basic and diluted earnings per share 19
9. Cash flows reconciliation 20
10. Accounts receivable 22
11. Inventories 23
12. Suppliers and contractors 23
13. Other financial assets and liabilities 24
14. Investments in associates and joint ventures 26
15. Acquisitions and divestitures 27
16. Intangibles 30
17. Property, plant, and equipment 31
18. Financial and capital risk management 32
19. Financial assets and liabilities 34
20. Participative shareholders’ debentures 36
21. Loans and borrowings 37
22. Leases 38
23. Brumadinho dam failure 38
24. Liabilities related to associates and joint ventures 41
25. Provision for de-characterization of dam structures and asset retirement obligations 44
26. Legal proceedings 45
27. Employee benefits 47
28. Equity 49
29. Related parties 50

 

   
 2 
 

Report of independent registered
public accounting firm

 

 

To the shareholders and Board of Directors of

Vale S.A.

 

 

 

 

Results of review of interim
financial statements

 

We have reviewed the accompanying condensed consolidated interim statement of financial position of Vale S.A. and its subsidiaries (the "Company") as of September 30, 2025, and the related condensed consolidated interim income statement and statement of comprehensive income for the three-month and nine-month periods ended September 30, 2025 and September 30, 2024 and the condensed consolidated interim statements of changes in equity and cash flows for the nine-month periods ended September 30, 2025 and September 30, 2024, including the related notes (collectively referred to as the "interim financial statements"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with IAS 34 - Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB).

 

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of financial position of the Company as of December 31, 2024, and the related consolidated income statement, statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended (not presented herein), and in our report dated February 19, 2025, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated statement of financial position as of December 31, 2024, is fairly stated, in all material respects, in relation to the consolidated statement of financial position from which it has been derived.

 

 

 

Basis for review results

 

These interim financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

 

 

 

Rio de Janeiro, October 30, 2025

 

 

 

 

 

/s/PricewaterhouseCoopers
Auditores Independentes Ltda.

   
 3 
 

Consolidated Interim Income Statement

In millions of United States dollars, except earnings per share

    Three-month period ended September 30, Nine-month period ended September 30,
  Notes 2025 2024 2025 2024
Net operating revenue 4(b) 10,420 9,553 27,343 27,932
Cost of goods sold and services rendered 5(a) (6,632) (6,281) (18,168) (17,997)
Gross profit   3,788 3,272 9,175 9,935
           
Operating expenses          
Selling and administrative 5(b) (158) (139) (434) (416)
Research and development   (151) (192) (433) (537)
Pre-operating and operational stoppage 25 (50) (89) (211) (272)
Impairment and gains (losses) on disposal of non-current assets, net 15(a), 16 and 17 (370) 1,144 (755) 2,148
Other operating expenses, net 5(c) (268) (321) (748) (860)
Operating income   2,791 3,675 6,594 9,998
           
Financial income 6 148 129 376 316
Financial expenses 6 (396) (373) (1,182) (1,077)
Other financial items, net 6 (91) (130) 819 (1,302)
Equity results and other results in associates and joint ventures 14 and 24 160 (574) 151 (338)
Income before income taxes   2,612 2,727 6,758 7,597
           
Income taxes 7 83 (336) (532) (750)
           
Net income   2,695 2,391 6,226 6,847
Net income (loss) attributable to noncontrolling interests   10 (21) 30 (13)
Net income attributable to Vale S.A.'s shareholders   2,685 2,412 6,196 6,860
           
Earnings per share attributable to Vale S.A.'s shareholders 8        
Basic and diluted earnings per share (US$)   0.63 0.56 1.45 1.60

 

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

   
 4 
 

Consolidated Interim Statement of Comprehensive Income

In millions of United States dollars

    Three-month period ended September 30, Nine-month period ended September 30,
  Notes 2025 2024 2025 2024
Net income   2,695 2,391 6,226 6,847
Other comprehensive income (loss):          
Items that will not be reclassified to income statement          
Translation adjustments of the Parent Company   1,019 764 5,576 (4,475)
Retirement benefit obligations   (12) (20) 40 24
    1,007 744 5,616 (4,451)
           
Items that may be reclassified to income statement          
Translation adjustments of foreign operations   (546) (88) (1,409) 1,293
Net investment hedge 18(a.iv) 73 35 359 (223)
Reclassification of cumulative translation adjustment to income statement (i)   (136) 10 (1,133)
    (473) (189) (1,040) (63)
Comprehensive income   3,229 2,946 10,802 2,333
           
Comprehensive income (loss) attributable to noncontrolling interests   (3) 4 124 11
Comprehensive income attributable to Vale S.A.'s shareholders   3,232 2,942 10,678 2,322

 

(i) In the nine-month period ended September 30, 2024, the effect refers substantially to the reclassification of accumulated translation adjustments of Vale Oman Distribution Center and PT Vale Indonesia Tbk, in the amounts of US$112 and US$1,063, respectively (notes 15b and 15c).

 

Items above are stated net of tax, when applicable, and the related taxes effects are disclosed in note 7.

 

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

   
 5 
 

Consolidated Interim Statement of Cash Flows

In millions of United States dollars

    Nine-month period ended September 30,
  Notes 2025 2024
Cash flow from operations 9(a) 9,039 9,589
Interest on loans and borrowings paid 9(c) (694) (644)
Cash received on settlement of derivatives, net 18 376 94
Payments related to the Brumadinho event 23 (594) (588)
Payments related to de-characterization of dams 25 (272) (405)
Interest on participative shareholders' debentures paid 20 (131) (149)
Income taxes (including settlement program) paid   (1,622) (1,443)
Net cash generated by operating activities   6,102 6,454
       
Cash flow from investing activities:      
Acquisition of property, plant and equipment and intangible assets   (3,817) (4,121)
Payments related to the Samarco dam failure 24 (2,122) (304)
Cash received (paid) from disposal and acquisition of investments, net 9(b) 1,006 2,717
Dividends received from associates and joint ventures   138 54
Short-term investment, net   194 51
Other investing activities, net   (9) (4)
Net cash used in investing activities   (4,610) (1,607)
       
Cash flow from financing activities:      
Loans and borrowings from third parties 9(c) 4,298 2,922
Payments of loans and borrowings to third parties 9(c) (1,431) (2,176)
Payments of leasing 22 (105) (133)
Dividends and interest on capital paid to Vale S.A.’s shareholders 28(d) (3,464) (3,914)
Shares buyback program 28(c) (409)
Net cash used in financing activities   (702) (3,710)
       
Net increase in cash and cash equivalents   790 1,137
Cash and cash equivalents in the beginning of the period   4,953 3,609
Effect of exchange rate changes on cash and cash equivalents   274 (225)
Effect of transfer the Energy Assets to non-current assets held for sale and others   (115) 75
Cash and cash equivalents at end of the period   5,902 4,596

 

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

   
 6 
 

Consolidated Interim Statement of Financial Position

In millions of United States dollars

  Notes September 30, 2025 December 31, 2024
Assets      
Current assets      
Cash and cash equivalents 19 5,902 4,953
Short-term investments 19 189 53
Accounts receivable 10 2,506 2,358
Other financial assets 13 626 53
Inventories 11 5,567 4,605
Recoverable taxes 7(e) 1,232 1,100
Other   464 359
    16,486 13,481
Non-current assets      
Judicial deposits 26(c) 638 537
Other financial assets 13 416 231
Recoverable taxes 7(e) 1,771 1,297
Deferred income taxes 7(b) 8,891 8,244
Other   1,590 1,317
    13,306 11,626
Investments in associates and joint ventures 14 5,167 4,547
Intangibles 16 10,935 10,514
Property, plant, and equipment 17 45,296 39,984
    74,704 66,671
Total assets   91,190 80,152
Liabilities and shareholders equity      
Current liabilities      
Suppliers and contractors 12 5,651 4,234
Loans and borrowings 21 470 1,020
Leases 22 175 147
Other financial liabilities 13 996 1,543
Taxes payable 7(e) 576 574
Settlement program ("REFIS") 7(c) 430 353
Liabilities related to Brumadinho 23 814 714
Liabilities related to associates and joint ventures 24 1,188 1,844
De-characterization of dams and asset retirement obligations 25 938 833
Provisions for litigation 26(a) 148 119
Employee benefits 27 1,012 1,012
Dividends payable   330
Other   926 367
    13,324 13,090
Non-current liabilities      
Loans and borrowings 21 17,373 13,772
Leases 22 525 566
Participative shareholders' debentures 20 2,669 2,217
Other financial liabilities 13 2,168 2,347
Settlement program ("REFIS") 7(c) 905 1,007
Deferred income taxes 7(b) 66 445
Liabilities related to Brumadinho 23 1,146 1,256
Liabilities related to associates and joint ventures 24 1,213 1,819
De-characterization of dams and asset retirement obligations 25 5,134 4,930
Provisions for litigation 26(a) 912 894
Employee benefits 27 1,212 1,118
Streaming transactions   1,988 1,882
Other   274 281
    35,585 32,534
Total liabilities   48,909 45,624
Equity 28    
Equity attributable to Vale S.A.'s shareholders   41,038 33,406
Equity attributable to noncontrolling interests   1,243 1,122
Total equity   42,281 34,528
Total liabilities and equity   91,190 80,152

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

   
 7 
 

Consolidated Interim Statement of Changes in Equity

In millions of United States dollars

  Notes Share 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   61,614 1,139 18,676 (3,911) (729) (43,383) 33,406 1,122 34,528
Net income   6,196 6,196 30 6,226
Other comprehensive income   2,804 69 1,597 4,470 94 4,564
Dividends and interest on capital of Vale S.A.'s shareholders 28(c) (1,596) (1,448) (3,044) (3) (3,047)
Transaction with noncontrolling interests   (11) (11) (11)
Share-based payment program 27(a) 1 20 21 21
Balance as of September 30, 2025   61,614 1,139 19,884 (3,910) (651) (41,786) 4,748 41,038 1,243 42,281
                       
Balance as of December 31, 2023   61,614 1,139 21,877 (3,504) (1,774) (39,891)                   -   39,461 1,520 40,981
Net income   6,860 6,860 (13) 6,847
Other comprehensive income   (2,174) 55 (2,419) (4,538) 24 (4,514)
Dividends and interest on capital of Vale S.A.'s shareholders 28(c) (2,364) (1,608) (3,972) (3,972)
Transaction with noncontrolling interests (i)   895   895 (114) 781
Shares buyback program 28(b) (409) (409) (409)
Share-based payment program 27(a) 2 (4) (2) (2)
Balance as of September 30, 2024   61,614 1,139 17,339 (3,911) (828) (42,310) 5,252 38,295 1,417 39,712

 

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

 

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

   
 8 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, 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.

2. Basis of preparation of condensed consolidated interim financial statements

The condensed consolidated interim financial statements of the Company (“interim financial statements”) have been prepared and are being presented in accordance with IAS 34 - Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). All material information for the interim financial statements, and only this information, are presented and consistent to those used by the Company's Management.

   
 9 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

The interim financial statements have been prepared to update users on the relevant events and transactions that occurred in the period and must be read together with the financial statements for the year ended December 31, 2024. All accounting policies, accounting estimates and judgments, risk management and measurement methods are the same as those adopted in the preparation of the latest annual financial statements.

These interim financial statements were authorized for issue by the Board of Directors on October 30, 2025.

a) Functional currency and presentation currency

The interim financial statements of the Company and its associates and joint ventures are measured using the currency of the primary economic environment in which each entity operates (“functional currency”), in the case of the Parent Company it is the Brazilian real (“R$”). For presentation purposes, these interim financial statements are presented in the United States dollars (“US$”) as the Company believes that this is how international investors analyze the financial statements.

The main exchange rates used by the Company to translate its foreign operations are as follows:

      Average 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

 

b) Tariffs applied by the United States of America

The Company is subject to external risk factors related to its operations and its customer portfolio and supply chain profile.

In February 2025, the President of the United States of America ("USA") signed an executive order imposing tariffs on products from several countries. The program establishes country-specific import tariffs, based on a minimum rate of 10%, a level at which Brazil was set.

In July 2025, the U.S. government issued an executive order that added a 40% tariff on top of the existing 10% rate applied to Brazil. However, this new 40% tariff was partially waived for various imports, including products exported by Vale to the U.S. market. Although the Company's sales to USA are not relevant, Vale is monitoring developments and, until this date the Company does not expect any significant effects on its operations or cash flows.

 

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

Participative shareholders’ 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 US$871. As a result, Aliança became an associate, and Vale recognized a loss of US$89 in the income statement for the three-month 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 US$1,448 (R$8,091 million), which was paid in September 2025. Further details are presented in note 28(c) of these interim financial statements.

 

   
 10 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

4. Information by business segment and geographic area

The Company’s adjusted EBITDA is defined as operating income or loss, including the EBITDA from interests in associates and joint ventures; and excluding (i) depreciation, depletion, and amortization; and (ii) impairment and gains (losses) on disposal of non-current assets, net and other.

Segment Main activities
Iron Solutions Comprises the extraction and production of iron ore, iron ore pellets, other ferrous products, and its logistic related services.  
Energy Transition Metals Includes the extraction and production of nickel and its by-products (gold, silver, cobalt, and other metals), and copper, as well as its by-products (gold and silver).

In addition, unallocated items to the operating segment include corporate expenses, research and development of greenfield exploration projects, as well as expenses related to the Brumadinho event and de-characterization of dams and asset retirement obligations.

a) Adjusted EBITDA

    Three-month period ended September 30, Nine-month period ended September 30,
  Notes 2025 2024 2025 2024
Iron ore   3,418 2,844 8,147 8,422
Iron ore pellets   512 790 1,525 2,396
Other ferrous products and logistics services   42 97 164 259
Iron Solutions   3,972 3,731 9,836 11,077
           
Nickel   114 (66) 356 59
Copper   614 360 1,698 995
Other Energy Transition Metals   (41) (46) (92) (142)
Energy Transition Metals   687 248 1,962 912
           
Unallocated items (i)   (290) (364) (928) (943)
           
Adjusted EBITDA   4,369 3,615 10,870 11,046
           
Depreciation, depletion and amortization   (761) (748) (2,245) (2,255)
Impairment and gains (losses) on disposal of non-current assets, net and other (ii)   (525) 1,050 (1,245) 1,905
EBITDA from associates and joint ventures   (292) (242) (786) (698)
Operating income   2,791 3,675 6,594 9,998
           
Equity results and other results in associates and joint ventures 14 160 (574) 151 (338)
Financial results 6 (339) (374) 13 (2,063)
Income before income taxes   2,612 2,727 6,758 7,597

 

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

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

 

 

   
 11 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

b) Net operating revenue by business segment and geographic area

 

  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) 5,431 14 5,445 118 117 15 250 5,695
Japan 467 75 542 78 78 620
Asia, except Japan and China 694 67 10 771 140 180 320 1,091
Brazil 242 333 188 763 14 5 19 782
United States of America 32 32 232 11 243 275
Americas, except United States and Brazil 55 55 126 126 181
Germany 72 26 98 75 134 209 307
Europe, except Germany 172 21 193 207 513 26 746 939
Middle East, Africa, and Oceania 524 524 6 6 530
Net operating revenue 7,078 1,147 198 8,423 996 944 57 1,997 10,420

 

  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) 4,645 4,645 137 94 231 4,876
Japan 594 75 669 63 63 732
Asia, except Japan and China 562 118 3 683 80 51 131 814
Brazil 254 435 184 873 15 9 24 897
United States of America 25 25 264 2 266 291
Americas, except United States and Brazil 113 113 56 56 169
Germany 83 61 144 83 186 269 413
Europe, except Germany 143 50 193 197 339 536 729
Middle East, Africa, and Oceania 625 625 7 7 632
Net operating revenue 6,281 1,502 187 7,970 902 670 11 1,583 9,553

 

(i) Includes operating revenue of China Mainland in the amount of US$5,604 (2024: US$4,770) and Taiwan in the amount of US$91 (2024: US$105).

  Nine-month period ended September 30, 2025
  Iron Solutions Energy Transition Metals  
  Iron ore Iron ore pellets Other ferrous products and logistics services Total Iron Solutions Nickel Copper Other Energy Transition metals Total Energy Transition Metals Net operating revenue
China (i) 13,242 14 13,256 316 305 33 654 13,910
Japan 1,466 134 1 1,601 184 184 1,785
Asia, except Japan and China 1,762 189 18 1,969 335 395 7 737 2,706
Brazil 724 1,036 542 2,302 53 16 69 2,371
United States of America 153 153 653 38 691 844
Americas, except United States and Brazil 149 149 400 400 549
Germany 231 97 328 343 546 6 895 1,223
Europe, except Germany 569 67 636 654 1,218 37 1,909 2,545
Middle East, Africa, and Oceania 1,367 1,367 43 43 1,410
Net operating revenue 17,994 3,206 561 21,761 2,981 2,464 137 5,582 27,343

 

   
 12 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

  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) 13,190 13,190 311 442 29 782 13,972
Japan 1,824 227 1 2,052 289 289 2,341
Asia, except Japan and China 1,536 269 8 1,813 234 89 323 2,136
Brazil 856 1,366 501 2,723 35 13 48 2,771
United States of America 128 128 638 22 660 788
Americas, except United States and Brazil 341 341 320 101 421 762
Germany 240 145 385 260 380 640 1,025
Europe, except Germany 649 102 751 496 937 21 1,454 2,205
Middle East, Africa, and Oceania 7 1,903 1,910 22 22 1,932
Net operating revenue 18,302 4,481 510 23,293 2,605 1,949 85 4,639 27,932

 

(i) Includes operating revenue of China Mainland in the amount of US$ 13,635 (2024: US$13,438) and Taiwan in the amount of US$275 (2024: US$534).

No customer individually represented 10% or more of the Company’s revenues in the periods presented above.

c) Costs of goods and services rendered by business segment

    Consolidated
  Three-month period ended September 30 Nine-month period ended September 30,
  2025 2024 2025 2024
Iron Ore 3,673 3,371 9,870 9,630
Iron Ore Pellets 677 747 1,813 2,191
Other ferrous products and logistics services 181 137 458 401
Iron Solutions 4,531 4,255 12,141 12,222
         
Nickel 871 937 2,559 2,441
Copper 437 366 1,178 1,086
Other Energy Transition Metals 60 11 135 95
 Energy Transition Metals 1,368 1,314 3,872 3,622
         
Depreciation, depletion and amortization 733 712 2,155 2,153
Cost of goods sold and services rendered 6,632 6,281 18,168 17,997

 

 

d) Assets by geographic area

  September 30, 2025 December 31, 2024
  Investments in associates and joint ventures Intangible Property, plant and equipment Total Investments in associates and joint ventures Intangible Property, plant and equipment Total
Brazil 2,715 9,219 33,848 45,782 2,046 8,847 28,706 39,599
Canada 1,715 9,665 11,380 1,666 9,452 11,118
Americas, except Brazil and Canada 4 4 3 3
Indonesia 1,867 64 1,931 1,885 61 1,946
China 1 3 4 1 4 5
Asia, except Indonesia and China 639 639 654 654
Europe 580 580 589 589
Oman 585 493 1,078 616 515 1,131
Total 5,167 10,935 45,296 61,398 4,547 10,514 39,984 55,045

 

   
 13 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

5. Costs and expenses by nature

a) Cost of goods sold, and services rendered

  Three-month period ended September 30, Nine-month period ended September 30,
  2025 2024 2025 2024
Services 1,297 1,136 3,515 3,367
Freight 1,358 1,312 3,521 3,434
Depreciation, depletion and amortization 733 713 2,155 2,154
Personnel 743 707 2,126 1,943
Materials 756 698 2,099 2,059
Acquisition of products 693 588 1,876 1,458
Royalties 343 325 908 961
Fuel, oil and gas 302 338 856 1,070
Energy 156 168 416 494
Others 251 296 696 1,057
Total 6,632 6,281 18,168 17,997

b) Selling and administrative expenses

  Three-month period ended September 30, Nine-month period ended September 30,
  2025 2024 2025 2024
Personnel 65 51 186 170
Services 40 37 100 116
Depreciation and amortization 16 14 47 33
Other 37 37 101 97
Total 158 139 434 416

c) Other operating expenses, net

    Three-month period ended September 30, Nine-month period ended September 30,
  Notes 2025 2024 2025 2024
Expenses related to Brumadinho event 23 (78) (126) (278) (297)
Reversal in provisions related to de-characterization of dam and asset decommissioning obligation, net 25 56 6 109 147
Provision for litigations 26(a) (128) (40) (219) (144)
Profit sharing program   (32) (25) (95) (150)
Expenses related to socio-environmental commitments   (28) (66) (76) (112)
Others   (58) (70) (189) (304)
Total   (268) (321) (748) (860)

 

   
 14 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

6. Financial results

    Three-month period ended September 30, Nine-month period ended September 30,
  Notes 2025 2024 2025 2024
Financial income          
Shortterm investments   120 86 313 242
Other   28 43 63 74
    148 129 376 316
Financial expenses          
Loans and borrowings interest 9(c) (258) (197) (708) (566)
Bond premium repurchase 9(c) (50) (44) (50)
Interest on supplier finance arrangements   (14) (41) (96) (131)
Interest on REFIS   (23) (21) (65) (72)
Taxes on financial income   (18) (6) (54) (23)
Banking expenses   (22) (13) (49) (88)
Interest on lease liabilities 22 (8) (13) (24) (41)
Other   (53) (32) (142) (106)
    (396) (373) (1,182) (1,077)
Other financial items, net          
Foreign exchange and indexation losses, net   (195) (286) (519) (912)
Participative shareholders' debentures 20 (149) 92 (228) 15
Derivative financial instruments, net 18 253 64 1,566 (405)
    (91) (130) 819 (1,302)
Total   (339) (374) 13 (2,063)

 

 

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: 

   
 15 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

    Three-month period ended September 30, Nine-month period ended September 30,
  Notes 2025 2024 2025 2024
Income before income taxes   2,612 2,727 6,758 7,597
Income taxes at statutory rate (34%)   (888) (927) (2,298) (2,583)
Adjustments that affect the taxes basis:          
Tax incentives   300 258 842 705
Interest on capital   275 190 724 510
Addition of tax loss carryforward related to prior periods   150 237 272 450
Unrecognized tax losses of the current period   (10) (23) (81) (88)
Provision related to the Samarco 24 (11) (336) (114) (345)
Tax effects arising from divestments and acquisitions, net 15 12 331 (122) 689
Equity results   49 27 101 88
Effects on tax computation of foreign operations   23 (97) (55) (117)
Deduction of CSLL in Brazil 7(d) 128 128
Other   55 4 71 (59)
Income taxes   83 (336) (532) (750)
Current tax   294 (320) (177) (1,692)
Deferred tax   (211) (16) (355) 942
Income taxes   83 (336) (532) (750)

b) Deferred income tax assets and liabilities

  Notes Assets Liabilities Deferred taxes, net
Balance as of December 31, 2024   8,244 445 7,799
Effect in income statement   (413) (82) (331)
Other comprehensive income  
Transfer between assets and liabilities   (65) (65)
Translation adjustment   1,135 63 1,072
Transfer to held for sale (Energy Assets) 15(a) (10) (295) 285
Balance as of September 30, 2025   8,891 66 8,825
         
Balance as of December 31, 2023   9,565 870 8,695
Effect in income statement   729 (213) 942
Other comprehensive income   519 7 512
Transfer between assets and liabilities   58 58
Translation adjustment   (992) (64) (928)
Incorporations, acquisitions and divestments   (4) 308 (312)
Balance as of September 30, 2024   9,875 966 8,909


 

c) Income taxes - Settlement program (“REFIS”)

  September 30, 2025 December 31, 2024
Current liabilities 430 353
Non-current liabilities 905 1,007
REFIS liabilities 1,335 1,360
     
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).

   
 16 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

d) Uncertain tax positions (“UTP”)

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

  September 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 4,193 1,898 6,091 3,387 1,608 4,995
Expenses of interest on capital 1,571 1,571 1,262 1,262
Proceeding related to income tax paid abroad 525 525 427 427
Goodwill amortization 927 80 1,007 743 62 805
Payments to Renova Foundation (iv) 707 287 994 301 351 652
Other 393 393 415 415
  8,316 2,265 10,581 6,535 2,021 8,556
             
UTPs recorded on statement of financial position            
Deduction of CSLL in Brazil (v) 154 154
  154 154

 

(i) Includes the tax effects arising from the reduction of the tax losses and negative basis of the CSLL without fines and interest.

(ii) Includes the principal, without fines and interest.

(iii) Based on the assessment of its internal and external legal advisors, the Company believes that the tax treatment adopted for these matters will be accepted in decisions of the higher courts on last instance.

(iv) In October 2025 (subsequent event), the Company received a tax assessment notice related to the 2020 fiscal year, in the amount of US$334.

(v) Based on an administrative decision issued by the Brazilian Administrative Council of Tax Appeals (CARF) in July 2025, the amount was partially settled (US$56), while the remaining balance (US$128) was reversed from liabilities, impacting the “income taxes” line in the results for the three- and nine-month periods ended September 30, 2025.

 

 

e) Recoverable and taxes payables

  Consolidated
  Current 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") 277 260 19 3 61 34
Brazilian federal contributions ("PIS" and "COFINS") 175 266 1,251 975 3 12
Income taxes 766 564 501 319 311 317
Financial compensation for the exploration of mineral resources ("CFEM") 69 63
Other 14 10 132 148
Total 1,232 1,100 1,771 1,297 576 574

 

8. Basic and diluted earnings per share

The basic and diluted earnings per share are presented below:

  Three-month period ended September 30, Nine-month period ended September 30,
  2025 2024 2025 2024
Net income attributable to Vale S.A.'s shareholders 2,685 2,412 6,196 6,860
         
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
         
Basic and diluted earnings per share (US$) 0.63 0.56 1.45 1.60
         

 

   
 17 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

9. Cash flows reconciliation

a) Cash flow from operating activities

    Nine-month period ended September 30,
  Notes 2025 2024
Cash flow from operating activities:      
Income before income taxes   6,758 7,597
Adjusted for:      
Equity results and other results in associates and joint ventures 14 (151) 338
Impairment and gains (losses) on disposal of non-current assets, net 15(a), 15(b), 16 and 17 755 (2,148)
Changes in estimates related to the provision of Brumadinho 23 54 28
Changes in estimates related to the provision of de-characterization of dams 25 (118) (131)
Depreciation, depletion and amortization   2,245 2,255
Financial results, net 6 (13) 2,063
Changes in assets and liabilities:      
Accounts receivable 10 (50) 1,096
Inventories 11 (727) (606)
Suppliers and contractors 12 827 321
Other assets and liabilities, net   (541) (1,224)
Cash flow from operations   9,039 9,589

b) Cash flow from investing activities

  Nine-month period ended September 30,
  Notes 2025 2024
Proceeds from partial disposal of Aliança shares 15(a) 1,006
Cash paid for the acquisition of Aliança shares 15(a) (493)
Proceeds from partial disposal of VODC shares 15(b) 600
Proceeds from the partial disposal of PTVI shares 15(c) 155
Proceeds from the partial disposal of VBML shares 15(d) 2,455
Cash received (paid) from disposal and acquisition of investments, net   1,006 2,717

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

  Quoted in the secondary market Other debt contracts in Brazil Other debt contracts on the international market Total
December 31, 2024 8,539 337 5,916 14,792
Additions 1,830 2,468 4,298
Payments (361) (33) (1,037) (1,431)
Interest paid (i) (375) (21) (298) (694)
Cash flow from financing activities 1,094 (54) 1,133 2,173
Transfer to held for sale (Energy Assets) (210) (30) (240)
Effect of exchange rate 245 34 29 308
Interest accretion 542 12 256 810
Non-cash changes 577 16 285 878
September 30, 2025 10,210 299 7,334 17,843
         
December 31, 2023 7,474 250 4,747 12,471
Additions 1,000 1,922 2,922
Payments (1,024) (35) (1,117) (2,176)
Interest paid (i) (369) (16) (259) (644)
Cash flow from financing activities (393) (51) 546 102
Effect of exchange rate (12) (25) (1) (38)
Interest accretion 365 15 260 640
Non-cash changes 566 22 259 847
September 30, 2024 7,647 221 5,552 13,420

 

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

 

   
 18 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

Fundings in 2025

In the third quarter of 2025, the Company contracted loans of US$1,011 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 US$597, indexed to SOFR plus spread adjustments, with maturities between 2026 and 2030, and (ii) issued debentures of US$1,080 (R$6 billion), indexed to IPCA plus 6.76% to 6.89% per year, paid semi-annually. The issuance was structured in three series of R$2 billion 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 US$861 indexed to SOFR plus spread adjustments with maturities between 2026 and 2029, and (ii) issued bonds of US$750 with a coupon of 6.40% per year, payable semi-annually, and maturing in 2054.

Payments in 2025

In the third quarter of 2025, the Company settled loans of US$449.
In April 2025, the Company paid interest on debentures in the amount of US$28.
In March 2025, the Company settled loans of US$150 and redeemed notes maturing in 2034, 2036, and 2039 in the total amount of US$329 and paid a premium of US$44, 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 US$962 indexed to SOFR plus spread adjustments with maturities between 2027 and 2029.
In the second quarter of 2024, the Company (i) issued bonds of US$1 billion with a coupon of 6.45% per year, payable semi-annually, and maturing in 2054 and (ii) contracted a loan of US$90 with the Canadian 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 US$870 indexed to SOFR plus spread adjustments with maturities between 2024 and 2035.

Payments in 2024

In the third quarter of 2024, the Company (i) settled loans of US$599 and (ii) redeemed notes with maturity date in 2026, 2036 and 2039, in the total amount of US$970 and paid a premium of US$50, recorded 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 US$46.

 

d) Non-cash transactions

  Nine-month period ended September 30,
  2025 2024
Non-cash transactions:    
Additions to PP&E with capitalized loans and borrowing costs 17 24

 

   
 19 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

10. Accounts receivable

  Notes September 30, 2025 December 31, 2024
Receivables from contracts with customers      
Third parties      
Iron Solutions   1,639 1,540
Energy Transition Metals   811 788
Other   16 19
Related parties 29(b) 95 63
Accounts receivable   2,561 2,410
Expected credit loss   (55) (52)
Accounts receivable, net   2,506 2,358

Provisionally priced commodities sales - The Company is mainly exposed to iron ore and copper price risk. The determination of the final sales price for these commodities is based on the pricing period outlined in the sales contracts, typically occurring after the revenue recognition date. Consequently, the Company initially recognizes revenue using a provisional invoice. Subsequently, the receivables associated with provisionally priced products are measured at fair value through profit or loss (note 19). Any fluctuations in the value of these receivables are reflected in the Company's net operating revenue.

The sensitivity of the Company’s risk related to the final settlement of provisionally priced accounts receivable is detailed below:

  September 30, 2025
  Thousand metric tons Provisional price (US$/ton) Variation Effect on revenue  (US$ million)
Iron ore 23,334 104 +-10% +- 242
Copper 58 9,675 +-10% +-59

 

11. Inventories

  September 30, 2025 December 31, 2024
Finished products    
Iron Solutions 2,997 2,493
Energy Transition Metals 705 571
  3,702 3,064
     
Work in progress 749 691
Consumable inventory 1,116 988
     
Net realizable value provision (i) (138)
Total of inventories 5,567 4,605

 

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

 

   
 20 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

12. Suppliers and contractors

  Notes September 30, 2025 December 31, 2024
Third parties   5,329 4,004
Related parties 29(b) 322 230
Total   5,651 4,234

The financial liabilities presented as Suppliers and contractors in the Company's statement of financial position represent the outstanding balance of invoices with suppliers for purchases of goods and services, being the average due date usually approximately 60 days.

The Company enters into supplier finance arrangements ("Arrangements") as part of the working capital strategy used in the Company's usual operating cycle, being the payment term extension limited to a short-term period. The Company is also party in agreements structured so that certain suppliers can advance their receivables with Vale due to purchases of materials and services, without any type of change in value or payment terms for the Company. These supplier finance arrangements continue to be presented as suppliers in the Company's statement of financial position, as the terms and conditions of the original liabilities were not substantially modified. The carrying amount related to these transactions is shown below:

  September 30, 2025 December 31, 2024
Carrying amount of accounts payable included in the Arrangements of which suppliers have already received payment 1,346 1,343
Carrying amount of accounts payable included in the Arrangements of which suppliers have not yet received payment 6
Total carrying amount relating to Arrangements with suppliers and contractors 1,346 1,349

Financial charges related to the increase in payment terms are recognized in the financial results as interest on supplier finance arrangements (note 6). The financial charges recognized in the income statement for the nine-month period ended September 30, 2025 and 2024 due to the Arrangements totaled, respectively, US$96 and US$131.

13. Other financial assets and liabilities

    Current Non-Current
  Notes September 30, 2025 December 31, 2024 September 30, 2025 December 31, 2024
Other financial assets          
Restricted cash   9 13
Derivative financial instruments 18 550 53 276 15
Investments in equity securities   58 54
Loans - Related parties 29(a) 76 73 149
    626 53 416 231
Other financial liabilities          
Derivative financial instruments 18 92 197 87 428
Other financial liabilities - Related parties 29(b) 195 291
Liabilities related to the concession grants 13(a) 484 467 2,081 1,887
Other   225 588 32
    996 1,543 2,168 2,347

 

   
 21 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

a) Liabilities related to the concession grants

  Consolidated Discount rate  
  December 31, 2024 Changes in estimates Monetary and present value adjustments Disbursements Translation adjustment September 30, 2025 September 30, 2025 December 31, 2024 Remaining term of obligations
Payment obligation 1,118 2 79 (42) 185 1,342 7.26% - 11.04% 7.32% - 11.04% 32 years
Infrastructure investment 1,236 17 76 (298) 192 1,223 6.99% - 8.34% 7.43% - 8.12% 8 years
  2,354 19 155 (340) 377 2,565      
Current liabilities 467         484      
Non-current liabilities 1,887         2,081      
Liabilities 2,354         2,565      
                   

In December 2020, the Company entered into an agreement with the Federal Government to continue operating its concessions of the Estrada de Ferro Carajás (“EFC”) and Estrada de Ferro Vitória a Minas (“EFVM”) for thirty years more, extending the maturity date from 2027 to 2057.

Later, in January 2024, responding to a request from the Ministry of Transportation, Vale, the National Land Transport Agency (“ANTT”), and the Brazilian Federal Government, resumed discussions on the general conditions for concession contracts and on December 30, 2024, the general basis for the renegotiation were agreed, aiming to promote the modernization and update of the existing contracts. This process was subject to evaluation and approval by the competent authorities, and its conformation would occur through a consensual solution discussed with the bodies involved at the Brazilian Federal Accounts Court.

As part of these general bases, Vale committed to a maximum global contribution of approximately US$1,809, for the EFC and EFVM’s asset base review, the optimization of contractual obligations and investments replanning.

As a consequence of the new conditions of the general bases, the Company recognized, on December 31, 2024, an addition of US$256 in provision, which reflected the revised estimates regarding the amount of future disbursements required to fulfill the new contractual obligations of the railway concessions. Additionally, the liability was reduced by US$656 due to the advanced payment made by Vale, ahead of the previously planned cash flow.

However, on August 28, 2025, within the context of the consensual solution conducted by the Brazilian Federal Accounts Court, the parties were unable to reach consensus within the established deadline.

Despite ongoing discussions, the concession contracts remain in effect, the Company continues to comply with the established obligations, and remains committed to the general terms defined in the agreement signed on December 30, 2024. The Company believes its provisions remain sufficient to comply with the obligations related to the concessions; therefore, no revision was made in its balances. 

   
 22 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

14. Investments in associates and joint ventures

Associates and joint ventures Business % ownership December 31, 2024 Equity results in income statement Dividends declared Translation adjustment Fair value remeasurement Other September 30, 2025
Anglo American Minério de Ferro Brasil S.A. Iron ore 15.00 663 81 (46) 1 699
Aliança Geração de Energia S.A. (i) Energy 30.00 238 238
Aliança Norte Energia Participações S.A. Energy 51.00 74 (13) 11 72
Companhia Coreano-Brasileira de Pelotização Pellets 50.00 75 9 (6) 13 91
Companhia Hispano-Brasileira de Pelotização Pellets 50.89 42 5 (4) 7 50
Companhia Ítalo-Brasileira de Pelotização Pellets 50.90 61 4 11 5 81
Companhia Nipo-Brasileira de Pelotização Pellets 51.00 129 17 22 1 169
MRS Logística S.A. Logistics 49.01 591 107 103 801
PT Vale Indonesia Tbk Energy Transition Metals 33.88 1,885 (7) (12) 1 1,867
Samarco Mineração S.A. (note 24) Pellets 50.00
Vale Oman Distribution Center Logistics 50.00 616 24 (55) 585
VLI S.A. Logistics 29.60 341 71 (15) 57 454
Other     70 3 (1) 9 (21) 60
Equity results in associates and joint ventures     4,547 301 (139) 233 238 (13) 5,167
Other results in associates and joint ventures (ii)       (150)          
Equity results and other results in associates and joint ventures       151          

 

(i) It refers to the remeasurement at fair value of the remaining stake held by Vale on Aliança Geração Energia S.A., after the closing of the divestment transaction (notes 15a).

(ii) It refers substantially to the addition in the provision related to Samarco dam failure (note 24b).

 

   
 23 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

15. Acquisitions and divestitures

Effects on the income statement

    Three-month period ended September 30, Nine-month period ended September 30,
  Notes 2025 2024 2025 2024
Aliança Geração de Energia S.A. 15(a) and 16 (89) 305 (206) 305
Vale Oman Distribution Center 15(b) 1,222 1,222
PT Vale Indonesia Tbk 15(c) 1,059
    (89) 1,527 (206) 2,586

a) Divestment of Aliança Geração de Energia S.A. (“Aliança”) – In March 2024, the Company entered into an agreement with Cemig GT to acquire its 45% stake in Aliança. The decision was taken in the context of the divestment plan announced to the market by Cemig GT in 2020, and Vale chose to exercise its preferential right of acquisition.

In August 2024, the transaction was completed for the amount of US$493 (R$2,737 million), and Vale became the sole owner of Aliança. As a result, the Company recorded a gain of US$305 in the income statement for the three-month period ended September 30, 2024 as “Results from investments and other results in associates and joint ventures,” due to the remeasurement to fair value of the previously held equity interest.

The fair value of the identifiable assets acquired and liabilities assumed as a result of the acquisition are presented below:

    Aliança Energia
  Notes August 13, 2024
Identifiable assets acquired    
Cash and cash equivalents   95
Intangibles 16 828
Property, plant, and equipment 17 573
Other   40
    1,536
     
Liabilities assumed    
Loans and borrowings 9(c) 245
Deferred income taxes 7(b) 312
Other   140
    697
Net assets acquired   839

As disclosed below, the deferred tax liability recognized on the difference between the fair value and the book value of the net assets acquired resulted in goodwill, which is not deductible for tax purposes.

  Notes August 13, 2024
Consideration transferred for acquisition of the 45% equity interest held by Cemig GT   493
Fair value of the 55% stake previously held by Vale   603
Total [A]   1,096
     
Fair value of net assets acquired   1,096
(-) Deferred tax liability on the difference between the fair value and the book value of net assets   (257)
Total net assets [B]   839
     
Goodwill [A-B] 16 257

 

   
 24 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

In March 2025, the Company signed a binding agreement with Global Infrastructure Partners (“GIP”) for the sale of 70% of its stake in Aliança and the energy assets of Sol do Cerrado solar plant and Risoleta Neves hydroelectric plant.

As a result, the related assets and liabilities were classified as held for sale and Vale recognized an impairment loss in the amount of US$117 in the income statement for the three-month period ended March 31, 2025 as "Impairment and gains (losses) on disposal of non-current assets, net", which was allocated to the goodwill (note 16) arising from the acquisition of Aliança.

In September 2025, the energy assets of Sol do Cerrado solar plant and Risoleta Neves hydroelectric plant were transferred from Vale S.A. to Aliança and, the Company concluded the transaction for the amount of US$871, comprised by a cash inflow of US$1,006, net of a reduction of US$135 in the remaining investment in Aliança due to a loan assumed by the investee in the context of the transaction.

As a result of the transaction, Vale recognized a loss of US$89 in the income statement for the three-month period ended September 30, 2025 as "Impairment and gains (losses) on disposal of non-current assets, net", and lost control over Aliança. Consequently, the Company will no longer consolidate Aliança, with the remaining interest accounted for as an associate by the equity method.

The effects of this transaction are summarized below:

  September, 2025
Cash received 1,006
Fair value of 30% interest retained 238
(-) Derecognition of Aliança’s net assets (1,333)
Loss on the transaction (89)

b) Divestment on Vale Oman Distribution Center (“VODC”) – In August 2024, the Company established a joint venture with AP Oryx Holdings LLC (“Apollo”) through a binding agreement to sell 50% equity interest in VODC for US$600 million. The transaction was completed in September 2024, reducing Vale’s stake in VODC from 100% to 50% and changing its status from a subsidiary to a joint venture.

With this transaction, Vale shared control over VODC with Apollo and, from then on, will no longer consolidate VODC, which will be accounted for as a joint venture using the equity method.

As a result of the transaction, the Company recognized a gain of US$1,222 in the income statement as “Other operating expenses, net”. This gain is due to (i) the result of the sale of the equity interest in the amount of US$555, (ii) the result of the remeasurement to fair value of the remaining interest in the amount of US$555, and (iii) the reclassification to income statement of the cumulative translation adjustments in the amount of US$112. The effects of this transaction are summarized below:

  September 26, 2024
Sale of the 50% equity interest  
Cash received 600
Derecognition of VODC’s net assets (45)
Gain on sale of equity interest 555
   
Remeasurement of the 50% interest retained  
Fair value of 50% interest retained 600
Derecognition of VODC’s net assets (45)
Gain on remeasurement of equity interest 555
   
Other effects of the deconsolidation  
Gain on the reclassification of cumulative translation adjustments 112
Gain on the transaction recorded in the income statement 1,222

 

   
 25 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

c) Divestment on PT Vale Indonesia Tbk (“PTVI”) – In June 2024, the Company reduced its interests in PTVI in approximately 10.5%. This divestment was carried out through (i) the issuance of PTVI’s new shares, thereby diluting Vale in 2.1%, and (ii) by the direct sale of 8.4% of Vale’s shares to MIND ID. As a result of the transaction, MIND ID became PTVI's largest shareholder, holding approximately 34.0% of the issued shares, with the Company and SMM holding approximately 33.9% and 11.5%, respectively. The completion of the transaction satisfied a key condition for PTVI to extend its mining license until 2035, with potential extension beyond this period subject to certain requirements.

With the transaction, Vale received US$155 for its shares and lost control over PTVI, which was accounted for as an associate under the equity method due to the significant influence retained by Vale over PTVI.

As result, in June 2024, the Company recognized a gain of US$1,059 in the income statement as "Other operating expenses, net". This gain was due to the reclassification of cumulative translation adjustments of US$1,063 and the gain on remeasurement of the interest retained at fair value of the US$657, net of the loss on the reduction in PTVI stake in the amount of US$661. The effects of this transaction are summarized below:

  June 28, 2024
Cash consideration received 155
Fair value of 33.9% interest retained (i) 1,910
   
Effects of the deconsolidation:  
Derecognition of net assets of PTVI (3,697)
Gain on derecognition of noncontrolling shareholders 1,628
Gain on the reclassification of cumulative translation adjustments 1,063
Gain on the transaction recorded in the income statement 1,059

 

(i) The fair value of the 33.9% retained interest was estimated based on a third-party valuation report. The valuation considered the discounted cash flow method. The key assumptions considered were (i) discount rate of 7.75% with incremental risk premium of around 1.00% on certain assets, (ii) asset life through to 2065, and (iii) range of expected nickel prices from US$/t 17,501 to US$/t 21,000.

d) Strategic partnership in the Energy Transition Metals business – In April 2024, the Company concluded the transaction with Manara Minerals to sell 10% of the business for US$2,455, which was fully contributed to VBM thereby diluting Vale to a 90% equity interest, retaining control over VBM. As a result, Vale recognized a gain from the sale in the amount of US$895, of which US$1,514 was attributable to noncontrolling interests recorded in the equity as "Transactions with noncontrolling interests".

16. Intangibles

  Notes Goodwill Concessions Software Research and development project Total
Balance as of December 31, 2024   3,038 6,942 84 450 10,514
Additions   239 24 263
Disposals   (4) (4)
Amortization   (206) (33) (239)
Impairment 15(a) (117) (117)
Transfer to held for sale (Energy Assets) 15(a) (131) (770) (3) (904)
Translation adjustment   259 1,080 12 71 1,422
Balance as of September 30, 2025   3,049 7,281 87 518 10,935
Cost   3,049 9,256 666 518 13,489
Accumulated amortization   (1,975) (579) (2,554)
Balance as of September 30, 2025   3,049 7,281 87 518 10,935
             
Balance as of December 31, 2023   3,263 7,689 104 575 11,631
Additions   127 46 173
Disposals   (5) (5) (10)
Amortization   (197) (42) (239)
Acquisition of Aliança   257 824 4 1,085
Translation adjustment   (190) (837) (9) (63) (1,099)
Balance as of September 30, 2024   3,330 7,601 99 511 11,541
Cost   3,330 9,329 634 511 13,804
Accumulated amortization   (1,728) (535) (2,263)
Balance as of September 30, 2024   3,330 7,601 99 511 11,541

 

 

   
 26 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

17. Property, plant, and equipment

                 

 

  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   8,655 8,085 4,038 4,547 2,088 660 2,192 9,719 39,984
Additions (i)   54 3,490 3,544
Disposals and impairments   (20) (35) (4) (7) (9) (4) (424) (503)
Assets retirement obligation 25(b) 3 3
Depreciation, depletion and amortization   (340) (445) (455) (326) (116) (108) (273) (2,063)
Transfer to held for sale (Energy Assets) 15(a) (24) (306) (358) (1) (37) (48) (57) (831)
Translation adjustment   1,224 1,166 453 417 348 38 246 1,270 5,162
Transfers   783 1,236 976 (542) 166 350 (2,969)
Balance as of September 30, 2025   10,278 9,701 4,650 4,091 2,477 607 2,463 11,029 45,296
Cost   17,816 15,816 11,084 14,674 4,397 1,543 5,654 11,029 82,013
Accumulated depreciation   (7,538) (6,115) (6,434) (10,583) (1,920) (936) (3,191) (36,717)
Balance as of September 30, 2025   10,278 9,701 4,650 4,091 2,477 607 2,463 11,029 45,296
                     
Balance as of December 31, 2023   10,119 9,239 4,450 6,925 2,612 1,359 2,484 11,208 48,396
Additions (i)   (1) 4,178 4,177
Disposals   (5) (24) (9) (7) (4) (1) (106) (156)
Assets retirement obligation 25(b) (100) (100)
Depreciation, depletion and amortization   (331) (407) (523) (321) (117) (131) (243) (2,073)
Acquisition of Aliança   27 87 329 2 4 51 73 573
Deconsolidation of VODC   (9) (98) (9) (525) (16) (657)
Translation adjustment   (968) (930) (327) (413) (287) (34) (183) (948) (4,090)
Transfers   557 923 503 179 97 232 (2,491)
Balance as of September 30, 2024   9,399 8,879 4,325 6,256 2,301 672 2,340 11,898 46,070
Cost   16,539 14,539 10,338 14,876 4,029 1,431 5,159 11,898 78,809
Accumulated depreciation   (7,140) (5,660) (6,013) (8,620) (1,728) (759) (2,819) (32,739)
Balance as of September 30, 2024   9,399 8,879 4,325 6,256 2,301 672 2,340 11,898 46,070

 

(i) Includes capitalized interest, when applicable.

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

   
 27 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

18. Financial and capital risk management

Effects of derivatives on the statement of financial position

  September 30, 2025 December 31, 2024
  Assets Liabilities Assets Liabilities
Foreign exchange and interest rate risk 792 167 52 601
Commodities price risk 34 12 16 23
Embedded derivatives 1
Total 826 179 68 625

Net exposure

  September 30, 2025 December 31, 2024
Foreign exchange and interest rate risk 625 (549)
Commodities price risk 22 (7)
Embedded derivatives (1)
Total 647 (557)

Effects of derivatives on the income statement

  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 226 69 1,547 (400)
Commodities price risk 27 (5) 18 (6)
Embedded derivatives 1 1
Total 253 64 1,566 (405)

Effects of derivatives on the cash flows

  Financial settlement inflows (outflows)
 

Nine-month period ended

September 30,

  2025 2024
Foreign exchange and interest rate risk 387 86
Commodities price risk (11) 8
Total 376 94

a) Market risk

a.i) Foreign exchange and interest rates

  Notional Fair value Fair value by year
Flow September 30, 2025 December 31, 2024 September 30, 2025 December 31, 2024 2025 2026 2027+
Foreign Exchange and Interest Rate Derivatives US$ 9.394 US$ 11.490 625 (549) 210 303 112

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

Instrument's main risk events Fair value Scenario I  (∆ of 25%) Scenario II (∆ of 50%)
R$ depreciation 625 (858) (2,341)
US$ interest rate inside Brazil decrease 625 480 312
Brazilian interest rate increase 625 290 15
TJLP interest rate decrease 625 623 620
IPCA index decrease 625 390 185
SOFR interest rate decrease 625 596 567

 

   
 28 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

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 11 11 11
               
Forward Freight Agreement (days)              
Freight forwards 2,760 3,240 12 (11) 12
               
Fixed price nickel sales protection (ton)              
Nickel forwards 2,208 4,978 (1) (7) (1)

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

Instrument Instrument's main risk events Fair value Scenario I (∆ of 25%) Scenario II (∆ of 50%)
Brent crude oil (bbl) Decrease in fuel oil price 11 (93) (343)
Forward Freight Agreement (days) Decrease in freight price 12 (4) (19)
Hedge for fixed-price nickel sales (tons) Decrease in nickel price (1) (12) (22)

a.iii) Embedded derivatives in contracts

  Notional Fair 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 (1)

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

Instrument Instrument's main risk events Fair value

Scenario I

(∆ of 25%)

Scenario II

(∆ of 50%)

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

a.iv) Hedge accounting

  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 73 35 359 (223)

 

   
 29 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

b) Credit risk management

b.i) Financial counterparties’ ratings

The transactions of derivative instruments, cash and cash equivalents, as well as short-term investments are held with financial institutions whose exposure limits are periodically reviewed and approved by the delegated authority. The financial institutions' credit risk is performed through a methodology that considers, among other information, ratings provided by international rating agencies.

The table below presents the ratings in foreign currency as published by Moody’s regarding the main financial institutions used by the Company to contract derivative instruments, cash and cash equivalents transaction.

  September 30, 2025 December 31, 2024
  Cash and cash equivalents and investment Derivatives Cash and cash equivalents and investment Derivatives
Aa2 784 2 391 1
A1 1,859 150 1,874 28
A2 269 96 520 13
A3 1,082 65 709 2
Baa1 1
Baa2 4 4
Baa3 34
Ba1 (i) 1,225 270 719 18
Ba2 (i) 834 243 788 6
  6,091 826 5,006 68

 

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

 

   
 30 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

19. Financial assets and liabilities

a)Classification

The Company classifies its financial instruments in accordance with the purpose for which they were acquired, and determines the classification and initial recognition according to the following categories:

    September 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)   5,902 5,902 4,953 4,953
Short-term investments (ii)   189 189 53 53
Derivative financial instruments 18 550 550 53 53
Accounts receivable 10 240 2,266 2,506 374 1,984 2,358
    6,142 3,005 9,147 5,327 2,090 7,417
Non-current                  
Judicial deposits 26(c) 638 638 537 537
Restricted cash 13 9 9 13 13
Derivative financial instruments 18 276 276 15 15
Investments in equity securities 13 58 58 54 54
    647 58 276 981 550 54 15 619
Total of financial assets   6,789 58 3,281 10,128 5,877 54 2,105 8,036
                   
Financial liabilities                  
Current                  
Suppliers and contractors 12 5,651 5,651 4,234 4,234
Derivative financial instruments 18 92 92 197 197
Loans and borrowings 21 470 470 1,020 1,020
Leases 22 175 175 147 147
Liabilities related to the concession grants 13(a) 484 484 467 467
Other financial liabilities - Related parties 29 195 195 291 291
Other financial obligations 13 225 225 588 588
    7,200 92 7,292 6,747 197 6,944
Non-current                  
Derivative financial instruments 18 87 87 428 428
Loans and borrowings 21 17,373 17,373 13,772 13,772
Leases 22 525 525 566 566
Participative shareholders' debentures 20 2,669 2,669 2,217 2,217
Liabilities related to the concession grants 13(a) 2,081 2,081 1,887 1,887
Other financial obligations   32 32
    19,979 2,756 22,735 16,257 2,645 18,902
Total of financial liabilities   27,179 2,848 30,027 23,004 2,842 25,846

 

(i) Includes US$2,137 (2024: US$1,709) denominated in R$, US$3,439 (2024: US$3,048) denominated in US$ and US$326 (2024: US$196) denominated in other currencies.

(ii) It substantially comprises investments in debt securities and investments in exclusive investment funds, whose portfolio is composed of repo operations and bank certificates of deposit ("CDBs").

 

   
 31 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

b) Hierarchy of fair value

    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   34 155 189 53 53
Derivative financial instruments 18 826 826 68 68
Accounts receivable 10 2,266 2,266 1,984 1,984
Investments in equity securities 13 58 58 54 54
    34 3,305 3,339 53 2,106 2,159
                   
Financial liabilities                  
Derivative financial instruments 18 179 179 625 625
Participative shareholders' debentures 20 2,669 2,669 2,217 2,217
    2,848 2,848 2,842 2,842

There were no transfers between levels 1, 2 and 3 of the fair value hierarchy during the period presented.

c) Fair value of loans and borrowings

  September 30, 2025 December 31, 2024
  Carrying amount Fair value Carrying amount Fair value
Quoted in the secondary market:        
Bonds 7,731 8,026 7,267 7,245
Debentures 2,480 2,463 1,272 1,275
Debt contracts in Brazil in:        
R$, indexed to TJLP, TR, IPCA, IGP-M and CDI 148 149 185 185
Basket of currencies and bonds in US$ indexed to SOFR 150 157 152 155
Debt contracts in the international market in:        
US$, with variable and fixed interest 6,786 7,061 5,844 5,922
Other currencies, with fixed interest 55 58 63 64
Other currencies, with variable interest 493 468 9 8
Total 17,843 18,382 14,792 14,854

 

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 (149) 92 (228) 15 2,669 2,217

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 US$112 for the first semester of 2025 (2024: US$97 for the first semester of 2024).

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

   
 32 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

21. Loans and borrowings

 

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

    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% 7,607 7,187
R$ Debentures 7.11% 58 68 2,360 1,191
Debt contracts in Brazil in (ii):          
R$, indexed to TJLP, TR, IPCA, IGP-M and CDI 9.64% 45 41 103 143
Basket of currencies and bonds in US$ indexed to SOFR 5.85% 150 150
Debt contracts in the international market in:          
US$, with variable and fixed interest 5.26% 105 716 6,624 5,042
Other currencies, with fixed interest 4.83% 12 11 43 50
Other currencies, with variable interest 2.76% 5 486 9
Accrued charges   245 184
Total   470 1,020 17,373 13,772

 

(i) In order to determine the average interest rate for debt contracts with floating rates, the Company used the rate applicable as of September 30, 2025.

(ii) The Company entered into derivatives to mitigate the exposure to cash flow variations of all floating rate debt contracted in Brazil, resulting in an average cost of 3.21% per year in US$.

The reconciliation of loans and financing with cash flows arising from financing activities is presented in note 9(C).

b) Future flows of principal and interest of loans and borrowings payments

  Principal

Estimated future

interest payments (i)

 

2025 225 306
2026 124 687
2027 1,702 927
2028 988 879
From 2029 to 2031 5,821 2,081
2032 onwards 8,738 4,472
Total 17,598 9,352

 

(i) Based on interest rate curves and foreign exchange rates applicable as of September 30, 2025 and considering that the payments of principal will be made on their contracted payments dates. The amount includes the estimated interest not yet accrued and the interest already recognized in the annual financial statements.

 

c) Covenants

The Company's main financial covenants require it to maintain certain ratios, such as the leverage ratio and interest coverage ratio. Vale is also subject to non-financial covenants normally practiced in the market, such as compliance with certain governance and environmental standards, among others.

The Company is required to comply with these covenants at the end of each annual reporting period and there are no indications that Vale would have difficulties complying with them on the next measurement date, which will be as of December 31, 2025. 

   
 33 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

22. Leases

a) Right of use

  December 31, 2024 Additions and contract modifications Depreciation and impairments Transfer to held for sale (note 15a) Translation adjustment September 30, 2025
Ports 51 (20) 5 36
Vessels 353 20 (37) 336
Pelletizing plants 109 (7) (24) 18 96
Properties 94 31 (13) (37) 14 89
Energy plants 28 (5) 23
Others 25 10 (9) 1 27
Total 660 54 (108) (37) 38 607

b) Leases liabilities

  December 31, 2024 Additions and contract modifications Payments (i) Interest Transfer to held for sale (note 15a) Translation adjustment September 30, 2025
Ports 54 (17) 2 4 43
Vessels 356 20 (47) 10 339
Pelletizing plants 126 (7) (11) 5 21 134
Properties 107 31 (16) 4 (37) 15 104
Energy plants 43 (3) 2 1 43
Others 27 10 (11) 1 10 37
Total 713 54 (105) 24 (37) 51 700
Current liabilities 147           175
Non-current liabilities 566           525
Total 713           700

 

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

 

Annual minimum payments and remaining lease term

The following table presents the undiscounted lease obligation by maturity date. The lease liability recognized in the statement of financial position is measured at the present value of such obligations.

  2025 2026 2027 2028 2029 onwards Total Remaining term (years) Discount rate
Ports 7 14 1 1 18 41 1 to 18 4% to 5%
Vessels 17 62 61 51 188 379 1 to 8 3% to 4%
Pelletizing plants 26 35 24 24 28 137 1 to 8 2% to 6%
Properties 6 21 20 20 46 113 1 to 14 2% to 6%
Energy plants 2 6 5 5 34 52 1 to 5 5%
Others 4 14 10 7 2 37 1 to 5 3% to 6%
Total 62 152 121 108 316 759    

 

   
 34 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

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

 

Three-month period ended

September 30,

Nine-month period ended

September 30,

  2025 2024 2025 2024
Integral Reparation Agreement 2 8 32 59
Other obligations (7) (56) (86) (87)
Incurred expenses (76) (79) (232) (278)
Insurance 3 1 8 9
Expenses related to Brumadinho event (78) (126) (278) (297)

 

Changes in the provision in the period

 

  December 31, 2024 Changes in estimates Monetary and present value adjustments Disbursements Translation adjustment September 30, 2025
Integral Reparation Agreement            
Payment obligations 304 (5) 36 (95) 44 284
Provision for socio-economic reparation and others 327 (15) 37 (53) 52 348
Provision for social and environmental reparation 533 (12) 67 (190) 82 480
  1,164 (32) 140 (338) 178 1,112
Other obligations            
Tailings containment, geotechnical safety and environmental reparation 504 10 55 (120) 81 530
Individual indemnification 49 9 8 (33) 6 39
Other 253 67 20 (103) 42 279
  806 86 83 (256) 129 848
Liability 1,970 54 223 (594) 307 1,960

 

The cash flow for obligations are estimated for an average period ranging from 5 to 7 years and were discounted to the present value at a rate in real terms, which increased from 7.88% on December 31, 2024, to 8.58% on September 30, 2025.

   
 35 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

Judicial Settlement for Integral Reparation

On February 4, 2021, the Company entered into a Judicial Settlement for Integral Reparation (“Global Settlement”), which was under negotiations since 2019, with the State of Minas Gerais, the Public Defender of the State of Minas Gerais and the Federal and the State of Minas Gerais Public Prosecutors Offices, to repair the environmental and social damage resulting from the Dam I rupture. As a result of the Global Settlement, the requests for the reparation of socioenvironmental and socioeconomic damages caused by the dam failure were substantially resolved.

The Global Settlement includes: (i) payment obligations, of which the funds will be used directly by the State of Minas Gerais and Institutions of Justice for socioeconomic and socioenvironmental compensation projects; (ii) socioeconomic projects in Brumadinho and other municipalities; and (iii) compensation of the environmental damage caused by the dam failure. These obligations are projected for an average period of 5 years.

In addition, the Global Settlement addresses the diffuse and collective socioeconomic damages resulting from the disaster, with the exception of supervening damages, individual damages and homogeneous individual damages of a divisible nature, in accordance with the claims of the lawsuits not extinguished by the Global Settlement.

For the measures described in items (i) and (ii), the amounts are specified in the Global Settlement. For the execution of the environmental recovery, actions have no cap limit, despite having been estimated in the Global Settlement due to the Company's legal obligation to fully repair the environmental damage caused by the dam failure. Therefore, although Vale is monitoring this provision, the amount recorded could materially change depending on several factors that are not under the Company’s control.

Other obligations

The Company is also working to ensure geotechnical safety of the remaining structures at the Córrego do Feijão mine, in Brumadinho, and the removal and proper disposal of the tailings of Dam I, including dredging part of the released material and de-sanding from the channel of the river Paraopeba.

For the individual indemnification, Vale and the Public Defendants of the State of Minas Gerais formalized an agreement on April 5, 2019, under which those affected by the Brumadinho’s dam failure may join an individual or family group out-of-court settlement agreements for the indemnification of material, economic and moral damages. This agreement establishes the basis for a wide range of indemnification payments, which were defined according to the best practices and case law of Brazilian Courts, following rules and principles of the United Nations.

a) Legal Proceedings

Class action in the United States

Vale is defending itself against a class action brought before a Federal Court in New York and filed by holders of securities - American Depositary Receipts ("ADRs") - issued by Vale.

In August 2024, the Court held a hearing to consider Vale's Motion for Class Decertification, as well as the parties' Cross Motions to Exclude Expert. A decision from the Court is currently pending.

In November 2021, a new complaint was filed by eight investment funds that chose to seek redress for alleged damages independently and separately from the class members of the main action, with the same allegations presented in the main class action. A decision from the Court on Vale's preliminary defense ("motion to dismiss") has been pending since December 2023.

The likelihood of loss of these proceedings is considered possible. However, considering the current phase of these lawsuits, it is not yet possible to reliably estimate the amount of a potential loss. The amount of damages sought in these claims is unspecified.

   
 36 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

Arbitration proceedings in Brazil filed by shareholders, a class association and foreign investment funds

In Brazil, Vale is a defendant in one arbitration filed by 385 minority shareholders and three arbitrations filed by foreign investment funds. Vale was also a defendant in two arbitrations filed by a class association allegedly representing all Vale’s noncontrolling shareholders, which were dismissed in August 2024.

In the four ongoing proceedings, the claimants argue that Vale was aware of the risks associated with the dam and failed to disclose it to its shareholders. Based on such argument, they claim compensation for losses caused by the decrease in share price.

The expectation of loss is classified as possible for the four procedures and, considering the initial phase, it is not possible at this time to reliably estimate the amount of a possible loss.

In one of the proceedings filed by foreign legal entities, the Claimants initially estimated the amount of the alleged losses would be approximately US$330 (R$1,800 million), subject to interest and monetary adjustments. In another proceeding filed by foreign legal entities, the Claimants initially estimated the amount of the alleged losses would be approximately US$715 (R$3,900 million), subject to interest and monetary adjustments. In the procedure presented by minority shareholders, the applicants estimated the alleged losses at approximately US$550 (R$3,000 million), subject to interest and monetary adjustments, which could be increased later, as alleged by the applicants.

The Company disagrees with the ongoing proceedings and understands that, in this case and at the current stage of the proceedings, the probability of loss in the amount claimed by the claimants is remote.

24. Liabilities related to associates and joint ventures

In November 2015, the Fundão tailings dam owned by Samarco Mineração S.A. (“Samarco”) experienced a failure, flooding certain communities and impacting communities and the environment along the Doce River. The dam failure resulted in 19 fatalities and caused property and environmental damage to the affected areas. Samarco is a joint venture equally owned by Vale S.A. and BHP Billiton Brasil Ltda. (‘‘BHPB’’).

Thus, Vale, Samarco, and BHPB entered into agreements with the Federal Union, the States of Minas Gerais and Espírito Santo, and some other federal and state agencies, establishing the creation of socioenvironmental and socioeconomic programs aimed at adopting measures for mitigation, remediation, and compensation of damages. However, the requirements established reparation measures in the agreements could not be fully implemented within the established period, and the involved parties began initiated further negotiations to seek a definitive agreement for the resolution of all obligations related to the dam collapse.

 

a) Definitive Settlement for the full reparation

In October 2024, Vale, Samarco and BHPB, together with the Brazilian Federal Government, the State Governments of Minas Gerais and Espírito Santo, the Federal and State Public Prosecutors’ and Public Defenders’ Offices and other Brazilian public entities (jointly, “the Parties”) entered into a new agreement (“Definitive Settlement”) on integral and definitive reparation of the impacts of Fundão dam collapse, in Mariana, Minas Gerais. The agreement was ratified in November 2024.

The Definitive Settlement replaced all of the previously signed agreements and addressed Brazilian public authorities the claims related to the Fundão dam collapse, from the perspective of socioenvironmental and socioeconomical damages.

   
 37 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

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

US$7.9 billion (R$38 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;
US$18 billion (R$100 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
US$5.8 billion (R$32 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 US$182 in the nine-month period ended September 30, 2025, substantially related to a revision on the costs to complete individual indemnification programs. The changes on the provision are presented below:

  Total
Balance as of December 31, 2024 3,663
Changes in estimates 182
Monetary and present value adjustments 153
Disbursements (2,122)
Translation adjustments 525
Balance as of September 30, 2025 2,401

 

The cash outflows to meet the obligations are discounted to present value at an annual rate in real terms, which decreased from 7.30% on December 31, 2024, to 7.18% on September 30, 2025.

 

c) Remaining legal proceedings

 

With the Definitive Agreement, the public civil actions brought by the Brazilian Justice Institutions and Brazilian public authorities were substantially resolved and the parameters for compliance with the reparation and compensation for damages were defined. Thus, the remaining most relevant legal proceedings are shown below:

Claims in the United Kingdom and the Netherlands

In July 2024, Vale and BHP have entered into a confidential agreement without any admission of liability pursuant to Vale and BHP will share equally any potential payment obligations arising from the UK and Dutch Claims, described below.

London claim - As a result of the rupture of Samarco’s Fundão dam failure, BHP Group Ltd (“BHP”) was named as defendant in group action claims for damages filed in the courts of England and Wales for various plaintiffs, between individuals, companies and municipalities from Brazil that were supposedly affected by the Samarco dam failure (the “UK Claim”).

The proceedings against BHP are still progressing in London and the oral testimony phase of the first stage of the trial, in which the liability issues of the BHP group companies are dealt with, took place between October 2024 and March 2025. If BHP's liability is confirmed, a second stage trial will be held to discuss and determine the amount of damages, scheduled to begin in October 2026 and is expected to last 22 weeks. On the first week of July, it was held a case management conference in anticipation of a possible 2nd stage trial. BHP’s deadline for submitting a complementation of its response is currently ongoing.

 

The likelihood of loss of these proceedings is considered possible. However, considering the current phase, it is not yet possible to reliably estimate the amount of a potential loss, and an estimate may become quantifiable as the case progresses.

 

   
 38 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

Netherlands proceeding - In March 2024, a court in Amsterdam granted a preliminary injunction freezing the shares in Vale Holdings B.V., a wholly owned subsidiary incorporated in the Netherlands, and the economic rights attached to those shares, in guarantee of an amount of approximately US$1,124 (EUR955 million). The freezing orders were issued in anticipation of a legal action to be brought against Vale by certain Brazilian municipalities and an organization that represents individuals and small businesses that claim to have been affected by the collapse of Samarco’s Fundão dam in 2015. With the adherence of three municipalities (Iapu, Ponte Nova and Rio Casca) to the Definitive Settlement, their lawsuit was discontinued, with the attachment being reduced to US$877 (EUR745.4 million). In July 2025, a case management conference was held to establish the procedural timeline. The Court has decided that the proceedings will be divided into 3 stages: (i) for the exam of the Court’s jurisdiction on the case; (ii) if accepted the jurisdiction, the general exam of the companies’ liability defenses, (iii) if accepted the companies’ liability, a third stage trial will be held to assess the individual damages of the claimants. Vale’s deadline is currently ongoing to present its jurisdiction application, and a hearing is expected to be held in 2026.

The likelihood of loss of these proceedings is considered possible. However, considering the initial phase, it is not yet possible to reliably estimate the amount of a potential loss, and an estimate may become quantifiable as the case progresses.

 

d) Judicial reorganization of Samarco

In April 2021, Samarco filed for Judicial Reorganization (“JR”) with the Courts of Minas Gerais to renegotiate its debt, which was held by bondholders abroad. The purpose of JR was to restructure Samarco’s debts and establish an independent and sustainable financial position, allowing Samarco to keep working to resume its operations safely and to fulfill its obligations for mitigation, remediation, and compensation of damages.

In May 2023, Vale S.A. entered into a binding agreement jointly with BHPB, Samarco and certain creditors which hold together more than 50% of Samarco's debt, setting the parameters of Samarco’s debt restructuring to be implemented through a consensual restructuring plan, which was approved by the creditors, submitted to the JR Court in July 2023, and confirmed by the judge in September 2023.

In December 2023, Samarco’s existing US$4.8 billion financial debt held by creditors was exchanged for approximately US$3.9 billion of long-term unsecured debt, bearing interest from 2023 to 2031.

After the execution of the plan, Samarco has a lean capital structure, in line with its operational ramp-up and cash flow generation. The plan considers the fund for the reparation and compensation programs capped at US$1 billion from 2024 to 2030, of which US$365 has already been incurred, and additional contributions after that period due to the Samarco’s projected cash flows generation.

In August 2025, Samarco's judicial reorganization process was concluded by decision of the 2nd Business Court of the District of Belo Horizonte, with a favorable opinion from the Public Prosecutor's Office of the State of Minas Gerais, which concluded that the judicial reorganization had fulfilled its purpose. Samarco will continue to comply with the remaining obligations, in accordance with the terms and deadlines established. 

   
 39 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

25. Provision for de-characterization of dam structures and asset retirement obligations

The Company is subject to local laws and regulations, that require the decommissioning of the assets that Vale operates at the end of their useful lives, therefore, expenses related to the demobilization occur after the end of operational activities and throughout the life of operations through progressive closures. These obligations are regulated in Brazil at the Federal and State levels by ANM (National Mining Agency) and Environmental Agencies, respectively. Among the requirements, the closure plans must consider the physical, chemical and biological stability of the areas and post-closure actions for the period necessary to verify the effectiveness of the decommissioning. These obligations are accrued and are subject to critical estimates and assumptions applied to the measurement of costs by the Company. Depending on the geotechnical characteristics of the structures, the Company is required to de-characterize the structures, as shown in item a) below.

Effects in the income statement

    Three-month period ended September 30, Nine-month period ended September 30,
  Reference 2025 2024 2025 2024
De-characterization of upstream geotechnical structures 25(a) 53 118 131
Obligation for asset decommissioning 25(b) 3 6 (9) 38
Environmental obligations 25(b) (22)
Total   56 6 109 147

 

Provision changes during the period

  Notes De-characterization of upstream geotechnical structures (i) Asset retirement obligations

Environmental obligations

 

Total
Balance as of December 31, 2024   2,213 3,106 444 5,763
Changes in estimates - amounts for closed plants charged to the income statement   (118) 9 (109)
Changes in estimates – capitalized value for operational plants   3 21 24
Disbursements   (272) (148) (123) (543)
Monetary and present value adjustments   132 110 21 263
Transfer to assets held for sale 15(a) (2) (22) (24)
Translation adjustments   351 290 57 698
Balance as of September 30, 2025   2,306 3,368 398 6,072

 

(i) The cash flow for de-characterization projects are estimated for a period up to 13 years and were discounted to present value at an annual rate in real terms, which decreased from 7.36% to 7.34%.

a) De-characterization of upstream geotechnical structures

As a result of the Brumadinho dam failure (note 23) and, in compliance with laws and regulations, the Company has decided to accelerate the plan to “de-characterize” of all its dams and dikes built under the upstream method, located in Brazil. These structures are in different stages of maturity of engineering projects, for which the estimate of expenditures includes in its methodology a high degree of uncertainty in the definition of the total cost of the project in accordance with best market practices.

The Company also operates tailings dams in Canada, including upstream compacted dams. However, the Company decided that these dams will be decommissioned using other methods, thus, the provision to carry out the decommissioning of dams in Canada is recognized as “Obligations for decommissioning assets and environmental obligations”, as presented in item (b) below.

Operational stoppage and idle capacity

The Company has suspended some operations due to judicial decisions or technical analysis performed by Vale regarding the safety of its geotechnical structures located in Brazil. The Company has been recording losses in relation to the operational stoppage and idle capacity of the Iron Solutions segment in the amounts of US$10 and US$31 for the three and nine-month period ended September 30, 2025, respectively (2024: US$36 and US$108, respectively). The Company is working on legal and security to resume operations.

   
 40 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

b) Asset retirement obligations and environmental obligations

  Liability   Discount rate   Cash flow maturity
  September 30, 2025 December 31, 2024 September 30, 2025 December 31, 2024 September 30, 2025 December 31, 2024
Liability by geographical area            
Brazil 1,983 1,784 7.22% 7.38% 2132 2132
Canada 1,509 1,520 1.62% 1.44% 2152 2152
Oman 142 142 3.35% 3.66% 2035 2035
Other regions 132 104 2.59% 2.77% - -
  3,766 3,550        
Operating plants 2,771 2,509        
Closed plants 995 1,041        
  3,766 3,550        

Financial guarantees

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

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.

Arbitral, legal and administrative decisions against the Company, new jurisprudence and changes of existing evidence can result in changes regarding the probability of outflow of resources and on the estimated amounts, according to the assessment of the legal basis.

The lawsuits related to Brumadinho event (note 23) and the Samarco dam failure (note 24) are presented in its specific notes to these financial statements and, therefore, are not disclosed below. In addition, the tax litigation related to income tax and social contribution is presented in note 7(d).

a) Provision for legal and administrative proceedings

Effects in income statements

  Three-month period ended September 30, Nine-month period ended September 30,
  2025 2024 2025 2024
Tax litigations (64) (13) (66) (18)
Civil litigations (7) (1) 32 (19)
Labor litigations (57) (26) (153) (104)
Environmental litigations (31) (3)
Total (128) (40) (218) (144)

 

   
 41 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

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 201 290 482 40 1,013
Additions and reversals, net 66 (32) 153 31 218
Payments (19) (166) (75) (30) (290)
Indexation and interest 11 27 31 1 70
Transfer to held for sale and payables taxes (79) (5) (27) (111)
Translation adjustment 31 38 87 4 160
Balance as of September 30, 2025 211 152 678 19 1,060
           
Balance as of December 31, 2023 90 380 514 15 999
Additions and reversals, net 18 19 104 3 144
Payments (12) (67) (87) (166)
Indexation and interest 12 22 2 1 37
Acquisition of Aliança Energia 6 27 33
Translation adjustment (11) (45) (59) (1) (116)
Balance as of September 30, 2024 97 315 474 45 931

The Company has considered all information available to assess the likelihood of an outflow of resources and in the preparation of the estimate of the costs that may be required to settle the obligations.

Tax litigations – The Company is party to several administrative and legal proceedings related mainly to the incidence of Brazilian federal contributions ("PIS" and "COFINS"), Value-added tax ("ICMS") and other taxes.

Civil litigations – Refers to lawsuits for: (i) indemnities for losses, payments and contractual fines due to contractual imbalance or non-compliance that are alleged by suppliers, and (ii) land claims referring to real estate Vale's operational activities.

Labor litigations – Refers to lawsuits for claims by in-house employees and service providers, primarily involving demands for additional compensation for overtime work, moral damages or health and safety conditions.

Environmental litigations – Refers mainly to proceedings for environmental damages and issues related to environmental licensing.

 

b) Contingent liabilities

  September 30, 2025 December 31, 2024
Tax litigations 7,113 5,995
Civil litigations 1,915 1,274
Labor litigations 371 292
Environmental litigations 1,215 1,050
Total 10,614 8,611

The relevant developments since the financial statements for the year ended December 31, 2024 are presented as follow:

Civil litigations - Public civil action in the Tamanduá Mine

In August 2025, the Brazilian Federal Attorney General’s Office filed a public civil action against Vale in the Brazilian Federal Regional Court of the 6th Region, alleging irregular exploitation of the Tamanduá Mine, located in Nova Lima (MG). The claim amount is US$392, and the risk of loss in this proceeding was classified as possible as of September 30, 2025.

 

c) Judicial deposits

  September 30, 2025 December 31, 2024
Tax litigations 395 338
Civil litigations 109 78
Labor litigations 121 110
Environmental litigations 13 11
Total 638 537

d) Guarantees contracted for legal proceedings

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

   
 42 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

27. Employee benefits

    Current liabilities Non-current liabilities
  Notes September 30, 2025 December 31, 2024 September 30, 2025 December 31, 2024
Payroll, related charges and other remunerations   895 934
Charges related to share-based payments 27(a) 48 16
Employee post retirement obligation 27(b) 69 62 1,212 1,118
    1,012 1,012 1,212 1,118

a) Share-based payments

For the long-term incentive programs, the Company compensation plans include Matching Program and Performance Share Unit program (“PSU”), with three-year-vesting cycles, respectively, with the aim of encouraging employee’s retention and encouraging their performance. The fair value of the programs is recognized on a straight-line basis on equity, with a corresponding entry in the income statement, over the three-year required service period, net of estimated losses. The charges related to these programs are recorded in liabilities as “Employee benefits”.


Matching Program

The fair value of the Matching program was estimated using the Company's share price and ADR and the number of shares granted on the grant date. The information by valid programs during the nine-month period ended September 31, 2025 is shown below:

  2025 Program 2024 Program 2023 Program
Granted shares 2,453,783 2,244,659 1,330,503
Share price 10.13 12.02 15.94

Performance Shares Units (“PSU”)

The fair value of the PSU program was measured by estimating the performance factor using Monte Carlo simulations for the Return to Shareholders Indicator and health and safety and sustainability indicators. The assumptions used for the Monte Carlo simulations are shown in the table below by valid program during the nine-month period ended September 30, 2025, as well as the result used to calculate the expected value of the total performance factor.

  2025 Program 2024 Program 2023 Program
Granted shares 1,973,979 1,873,175 1,177,755
Date shares were granted May 06, 2025 April 29, 2024 January 2, 2023
Share price 9.31 12.49 16.60
Expected volatility 33.82% 35.60% 48.33%
Expected term (in years) 3 3 3
Expected shareholder return indicator 87.67% 66.95% 72.42%
Expected performance factor 93.83% 87.71% 69.17%

b) Employee post-retirement obligation

Reconciliation of assets and liabilities recognized in the statement of financial position

  September 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 860 1,071
Interest income 51 69
Changes on asset ceiling 17 (76)
Translation adjustment 116 (204)
Balance at end of the period 1,044 860
         
Amount recognized in the statement of financial position        
Present value of actuarial liabilities (3,566) (2,047) (3,346) (1,923)
Fair value of assets 4,748 766 4,316 743
Effect of the asset ceiling (1,044) (860)
Assets (liabilities) 138 (1,281) 110 (1,180)
         
Current liabilities 11 (69) (62)
Non-current assets (liabilities) (i) 127 (1,212) 110 (1,118)
Assets (liabilities) 138 (1,281) 110 (1,180)

 

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

   
 43 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

28. Equity

a) Share capital

As of September 30, 2025, the share capital was US$61,614 corresponding to 4,539,007,580 shares issued and fully paid without par value. The Board of Directors may, regardless of changes to by-laws, approve the issue and cancelation of common shares, including the capitalization of profits and reserves to the extent authorized.

  September 30, 2025
Shareholders Common shares Golden shares Total
Previ (i) 394,476,482   394,476,482
Mitsui&co (i) 286,347,055 286,347,055
Blackrock, Inc (ii) 267,178,371 267,178,371
Total shareholders with more than 5% of capital 948,001,908 948,001,908
Free floating 3,320,778,233 3,320,778,233
Golden shares 12 12
Total outstanding (without shares in treasury) 4,268,780,141 12 4,268,780,153
Shares in treasury 270,227,427 270,227,427
Total capital 4,539,007,568 12 4,539,007,580

 

(i) Number of shares owned by shareholders, as per statement provided by the custodian, based on shares listed at B3.

(ii) Number of shares as reported in the BlackRock, Inc.’s Schedule 13F, filed with the SEC on August 14, 2025 and Bradesco's database estimate on June 30, 2025.

 

b) Share buyback program

In February 2025, the Board of Directors approved the common shares buyback program, limited to a maximum of 120,000,000 common shares or their respective ADRs, with a term of 18 months started from the end of the ongoing program, detailed below:

  Total 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 17,413,659 240
Acquired by wholly owned subsidiaries 11,645,514 169
Total 29,059,173 409

 

(i) On October 26, 2023 a new share buyback program limited to a maximum of 150,000,000 common shares and their respective ADRs, over the next 18 months started from the end of the program previously on going.

 

 

c) Remuneration approved

The Company's By-laws determines as its minimum mandatory remuneration to Vale shareholders an amount equal to 25% of the net income, after appropriations to legal and tax incentive reserves. The remuneration approved as interest on capital (“JCP”) is gross up with the income tax applicable to Vale’s shareholders. The remuneration to Vale’s shareholders was based on the following resolutions:

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

On July 31, 2025, the Board of Directors approved JCP to its shareholders in total amount of US$1,448 (R$8,091 million), which was paid in September 2025 as an anticipation of the remuneration for the year ending on December 31, 2025.
On February 19, 2025, the Board of Directors approved dividends to shareholders in the total amount of US$1,596 (R$9,143 million), approved as additional remuneration for the year ended December 31, 2024. This remuneration was fully paid in March 2025.
   
 44 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

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 US$1,608 (R$8,940 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 US$2,364 (R$11,722 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

  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. (12)
     Pelletizing companies (i) (30) (8) (81) (6)
     MRS Logística S.A. (126) (124)
     Norte Energia S.A. (21) (23)
     Other 3 (73) 7 (1)
  3 (250) (8) 7 (241) (6)
Associates            
     VLI 62 (10) (2) 85 (13) (1)
     PTVI (171) (203)
    Anglo American (96) 2
     Other (1)
  62 (277) 85 (217) (1)
Shareholders            
    Bradesco 44 36
     Mitsui 22 59
    Cosan 2
    Banco do Brasil
  22 44 61 36
Total 87 (527) 36 153 (458) 29

 

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

 

 

   
 45 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

  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. (63)
     Pelletizing companies (i) (59) (28) (233) (22)
     MRS Logística S.A. (340) (340)
     Norte Energia S.A. (49) (54)
     Other 19 (200) 24 (8) (3)
  19 (648) (28) 24 (698) (25)
Associates            
     VLI 227 (32) (4) 276 (23) (2)
     PTVI (468) (203)
    Anglo American (144) 9
     Other (3) (2) 3
  227 (644) 2 276 (228) 1
Shareholders            
    Bradesco 278 (194)
     Mitsui 83 176
     Cosan 8 (16) 2 (3)
    Banco do Brasil 1
  91 (16) 278 178 (3) (193)
Total 337 (1,308) 252 478 (929) (217)

 

b) Outstanding balances with related parties

  Assets
  September 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) 34
     MRS Logística S.A. 37 13 32
     Other 5 5
  5 37 18 66
Associates            
     VLI 54 19
     PTVI 1
     Anglo American 168 149
     Other 4 1
  55 172 19 150
Shareholders            
    Bradesco 804 151 261 16
    Banco do Brasil 30 22
    Mitsui 14 7
    Cosan 3
  834 14 151 283 10 16
Pension plan 21 16
Total 834 95 360 283 63 232

 

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

   
 46 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

  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) 88 195 49 291
     MRS Logística S.A. 22 32
     Other 66 66
  176 195 147 291
Associates        
     VLI 2 110 2 47
     PTVI 64 67
Anglo American 58
     Other 22 2
  146 110 71 47
Shareholders        
    Bradesco 26 163
    Cosan 1
  26 1 163
Pension plan 11
Total 322 331 230 501

 

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

 

c) Key management personnel compensation

During the nine-month period ended September 30, 2025, the compensation of the Company’s key management personnel was US$27 (2024: US$21).

 

   
 47 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Vale S.A.
(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 net operating revenue was $10,420 million and net income was $2,695 million.

What EPS did Vale (VALE) report for Q3 2025?

Basic and diluted earnings per share were $0.63 (Q3 2024: $0.56).

How did Vale’s segments perform in Q3 2025?

Adjusted EBITDA was $4,369 million, including $3,972 million from Iron Solutions and $687 million from Energy Transition Metals.

What were Vale’s operating cash flows year-to-date 2025?

Net cash generated by operating activities for the nine months ended September 30, 2025 was $6,102 million.

How did Vale’s balance sheet change by September 30, 2025?

Total assets were $91,190 million and total equity was $42,281 million; non‑current loans and borrowings were $17,373 million.

Which market drove the most Q3 2025 revenue for Vale (VALE)?

China generated $5,695 million of net operating revenue in Q3 2025.

Did Vale announce any post‑quarter liability actions?

Yes. Vale approved an optional acquisition proposal for up to all outstanding participative shareholders’ debentures.
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