Vale (VALE) plans to repurchase and cancel all participating debentures
Rhea-AI Filing Summary
Vale S.A. reports that its Board of Directors approved a public offer to repurchase up to 388,559,056 Participating Debentures, representing 100% of the outstanding debentures, for subsequent cancellation. The repurchase price will be based on the trading value of the debentures in the secondary market and will include an acquisition premium, to be defined in the offer launch strategy while safeguarding the company’s best interests. The Board also delegated powers to Vale’s Executive Committee to set the final terms of the offer, execute the repurchase, cancel the acquired debentures, and take all related actions, including hiring financial intermediaries and legal advisers.
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Insights
Vale moves to retire all outstanding participating debentures via a premium repurchase offer.
Vale S.A. has authorized a public offer to repurchase up to 388,559,056 Participating Debentures, which equals 100% of the outstanding instruments, with the intention to cancel them afterward. The price will track secondary-market trading levels and include an acquisition premium, so debenture holders are being invited to sell at terms designed around prevailing market conditions.
The Board’s resolution delegates substantial authority to the Executive Committee to finalize offer terms within the framework of Brazilian CVM rules, handle the actual cancellation of repurchased debentures, and appoint intermediaries and legal advisers. This centralizes execution under management while keeping the strategic decision at Board level.
From an investor standpoint, this is a capital-structure transaction rather than an operating development. Its ultimate impact depends on the final pricing, participation level among debenture holders, and how the cash outlay interacts with Vale’s broader capital allocation and balance sheet, which are not detailed in this excerpt.
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 ¨
CNPJ 33.592.510/0001-54 NIRE 33.300.019.766 EXTRACT OF THE MINUTES OF THE ORDINARY BOARD OF DIRECTORS MEETING OF VALE S.A. The Board of Directors (“Board”) met on October 02, 2025, at Praia de Botafogo 186, 20th floor, Rio de Janeiro, RJ, and by videoconference, being present Messrs. Daniel André Stieler (”DS”) – Chairman, Marcelo Gasparino da Silva – Vice-Chairman (“MG”), André Viana Madeira (“AM”), Anelise Quintão Lara (“AL”), Franklin Lee Feder (“FF”) (by videoconference), Heloísa Belotti Bedicks (“HB”), João Luiz Fukunaga (“JF”), Manuel Lino Silva de Sousa Oliveira (“OO”), Rachel de Oliveira Maia (“RM”), Reinaldo Duarte Castanheira Filho (“RC”), Shunji Komai (“SK”), and Wilfred Theodoor Bruijn (“WB”).The justified absence of the Director Fernando Jorge Buso Gomes (“FB”) was recorded. The works were secretariat by Luiz Gustavo Gouvêa, Corporate Governance Officer of Vale S.A. (“Vale”). Consequently, the Board deliberated the following subject “DEBENTURES – With the favorable recommendation of the Capital Allocation and Projects Committee, the Board unanimously approved, with the abstentions of the Directors DS and JF, the following resolutions: (i) the public offer by Vale to repurchase up to 388,559,056 Participating Debentures issued by Vale (“DPs”), representing 100% of the outstanding DPs, for subsequent cancellation. The repurchase price shall be determined based on the trading value of the DPs in the secondary market, in accordance with prevailing market conditions, and shall include an acquisition premium, as defined in the offer launch strategy, always safeguarding the best interests of the Company; and (ii) the delegation of powers to the Executive Committee to approve: (ii.a) the final terms and conditions of the DP repurchase offer, including those set forth in CVM Resolution No. 77/2022 and Annex H of CVM Resolution No. 80/2022, in accordance with the assumptions described in item (i) above; (ii.b) the cancellation of the DPs acquired in the context of the repurchase; and (ii.c) all necessary, related, connected, and/or complementary actions for the implementation of the provisions above, including but not limited to the issuance of notices, certificates, documents, contracts, waivers of conditions applicable to the optional acquisition of the DPs, and voting instructions for corporate acts in subsidiaries, as well as the engagement of the intermediary institution, legal advisors, and other service providers involved in the context of the optional acquisition of the DPs, with authority to negotiate terms and conditions, execute the respective contracts and any amendments thereto, and establish the corresponding fees. I certify that the above resolution reflects the decision taken by the Board. Rio de Janeiro, RJ, October 02, 2025. Luiz Gustavo Gouvêa Secretary
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 9, 2025 | Director of Investor Relations | |
FAQ
What capital markets action did Vale (VALE) approve in this 6-K?
Vale’s Board of Directors approved a public offer by Vale to repurchase up to 388,559,056 Participating Debentures, representing 100% of the outstanding debentures, for subsequent cancellation.
How will the repurchase price of Vale’s Participating Debentures be determined?
The repurchase price will be based on the trading value of the Participating Debentures in the secondary market, in line with prevailing market conditions, and will include an acquisition premium defined in the offer launch strategy.
What is the purpose of Vale’s repurchase of Participating Debentures?
The Board resolution states that Vale intends to repurchase the Participating Debentures for subsequent cancellation, with the offer and its pricing structured while safeguarding the best interests of the company.
Who has authority to finalize the terms of Vale’s debenture repurchase offer?
The Board delegated powers to the Executive Committee to approve the final terms and conditions of the repurchase offer, handle the cancellation of acquired debentures, and carry out all necessary related and complementary actions.
Which regulations does Vale reference for the debenture repurchase offer?
The Executive Committee’s mandate includes complying with the assumptions in the Board resolution and the requirements of CVM Resolution No. 77/2022 and Annex H of CVM Resolution No. 80/2022.
What implementation steps are covered in Vale’s Board authorization for the debenture repurchase?
The Executive Committee may issue notices and documents, negotiate and sign contracts, waive conditions applicable to the optional acquisition of the debentures, vote in subsidiaries’ corporate acts, and engage intermediary institutions, legal advisors, and other service providers.
