VALE issues $750M subordinated hybrid-style notes maturing in 2056
Rhea-AI Filing Summary
Vale S.A., through its wholly owned subsidiary Vale Overseas Limited, has priced an offering of US$750,000,000 subordinated fixed-to-reset notes due February 25, 2056. The notes were priced at 99.488% of principal, with a yield of 6.125% to the first call date and an initial coupon of 6.000% per year, payable semi-annually, with interest reset every five years starting February 25, 2031. The notes are unsecured and subordinated obligations of Vale Overseas, fully and unconditionally guaranteed by Vale on an unsecured, subordinated basis, ranking junior to existing and future obligations other than parity and junior subordinated capital. Vale intends to use the net proceeds for general corporate purposes, including replenishing part of its cash after buying participating debentures in a recent optional acquisition offer.
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Insights
Vale adds US$750M long-dated subordinated debt to support general corporate needs.
Vale is issuing
The subordinated, unsecured structure means these obligations rank junior to most of Vale’s existing and future debt, including its participating debentures, which can make this instrument more risk-bearing than senior bonds. Proceeds are earmarked for general corporate purposes, including partially replenishing cash used to acquire participating debentures in an optional offer settled on
The notes are being sold to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, without registration under the U.S. Securities Act or with the Brazilian CVM. Future disclosures in periodic reports and offering materials may provide additional detail on how this subordinated layer fits into Vale’s broader funding and liability management strategy.
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 November 2025
Commission File Number 001-15030
Vale S.A.
Praia de Botafogo No. 186, rooms 901, 1101, 1601 (part), 1701 and 1801, 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.
Form 20-F x Form 40-F o
Vale prices US$750 million subordinated dated fixed to reset notes due 2056 Rio de Janeiro, November 19, 2025 – In attention to the news article on this matter1, and further to the press release announced on November 17, 20252 by Vale S.A. (“Vale” or “Company”), Vale hereby announces that its wholly-owned subsidiary Vale Overseas Limited (“Vale Overseas”) priced on November 18, 2025 an offering of US$750,000,000 aggregate principal amount of subordinated dated fixed to reset notes due 2056 guaranteed by Vale (the “Notes”), at a yield of 6.125% to the first call date and an issue price of 99.488% of the principal. The Notes will mature on February 25, 2056 and will bear interest payable semi-annually at an initial rate of 6.000% per annum, subject to the right of Vale Overseas to defer interest payments. The interest rate will reset every five years, commencing on February 25, 2031. The Notes will constitute unsecured and subordinated obligations of Vale Overseas and will be fully and unconditionally guaranteed by Vale on an unsecured and subordinated basis. The Notes and the related guarantee will rank junior in right of payment to all of Vale Overseas’ and Vale’s existing and future financial or non-financial obligations (including the participating debentures from its 6th issuance, the “Participating Debentures”), secured or otherwise, including subordinated obligations, except for obligations in respect of parity securities (including the Notes and the guarantee) and junior subordinated capital. Vale intends to use the net proceeds of the offering of the Notes for general corporate purposes, including but not limited to replenishing a part of its cash on hand following the payment of the purchase price of the Participating Debentures acquired pursuant to the optional acquisition offer settled by the Company on November 5, 20253. This press release is provided solely for informational purposes, in accordance with prevailing regulations, and should not, under any circumstances, be construed as an offer to sell or the solicitation of an offer to buy the Notes, the related guarantee, or any other securities, and shall not constitute an offer, solicitation, or sale in any jurisdiction where or to any person to whom, such an offer, solicitation or sale is unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offers of the Notes and the related guarantee will be made only by means of a private offering memorandum. The Notes and the related guarantee were offered and will be sold only to persons that are either (i) qualified institutional buyers within the meaning of Rule 144A under the U.S. Securities Act of 1933, as amended (“Securities Act”), or (ii) non-U.S. persons, within the meaning of Regulation S under the Securities Act, outside the United States. When issued, the Notes and the related guarantee will not have been and will not be registered under the Securities Act or state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The Notes and related guarantee will not be registered with the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários – CVM) and may not be offered or sold in Brazil, except in circumstances that do not constitute a public offering or unauthorized distribution under Brazilian laws and regulations. Marcelo Feriozzi Bacci Executive Vice President, Finance and Investor Relations For further information, please contact: Vale.RI@vale.com Thiago Lofiego: thiago.lofiego@vale.com Mariana Rocha: mariana.rocha@vale.com Luciana Oliveti: luciana.oliveti@vale.com Pedro Terra: pedro.terra@vale.com Patricia Tinoco: patricia.tinoco@vale.com This press release may include statements that present Vale’s expectations about future events or results. All statements, when based upon expectations about the future, involve various risks and uncertainties. Vale cannot guarantee that such statements will prove correct. These risks and uncertainties include factors related to the following: (a) the countries where we operate, especially Brazil and Canada; (b) the global economy; (c) the capital markets; (d) the mining and metals prices and their dependence on global industrial production, which is cyclical by nature; and (e) global competition in the markets in which Vale operates. To obtain further information on factors that may lead to results different from those forecast by Vale, please consult the reports Vale files with the U.S. Securities and Exchange Commission (SEC), the Brazilian Comissão de Valores Mobiliários (CVM) and in particular the factors discussed under “Forward-Looking Statements” and “Risk Factors” in Vale’s annual report on Form 20-F. 1 Available (only in Portuguese) here: https://braziljournal.com/vale-levanta-us-750-milhoes-em-bond-hibrido-alavancagem-nao-muda/ 2 Entitled “Vale plans to offer subordinated dated fixed to reset notes due 2056” and available on: https://api.mziq.com/mzfilemanager/v2/d/53207d1c-63b4-48f1-96b7-19869fae19fe/42a666b0-0f95-aab9-133c-caf02998cd1b?origin=1 3 As per the Press Release entitled “Vale informs on the settlement of the optional acquisition of participating debentures by the Company” and available on: https://api.mziq.com/mzfilemanager/v2/d/53207d1c-63b4-48f1-96b7-19869fae19fe/8b3dabcb-77f7-1ef3-b28a-8c5819820d59?origin=1 P
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. | |||
| By: |
/s/ Adriana Barbosa Areias | ||
|
Name: Adriana Barbosa Areias Title: Attorney-in-Fact | |||
| By: | /s/ Tacio Ulisses de Carvalho Neto | ||
|
Name: Tacio Ulisses de Carvalho Neto Title: Attorney-in-Fact | |||
| Date: November 19, 2025 | |||
FAQ
What type of securities is Vale S.A. (VALE) issuing in this 6-K?
Vale, through Vale Overseas Limited, is issuing subordinated dated fixed-to-reset notes due 2056, which are unsecured and rank junior to most existing and future obligations.
How large is Vale S.A.'s new subordinated notes offering and what are the key terms?
The offering totals US$750,000,000 in principal, priced at 99.488% of face value, with an initial 6.000% per annum coupon, a yield of 6.125% to the first call date, and maturity on February 25, 2056.
How and when will the interest on Vale S.A.'s new notes be paid and reset?
Interest will be paid semi-annually at an initial rate of 6.000% per year, and the interest rate will reset every five years starting on February 25, 2031. Vale Overseas also has the right to defer interest payments.
What is the ranking and guarantee structure of the new Vale (VALE) subordinated notes?
The notes are unsecured and subordinated obligations of Vale Overseas and are fully and unconditionally guaranteed by Vale on an unsecured, subordinated basis. They rank junior in right of payment to all existing and future obligations of both entities, except parity securities and junior subordinated capital.
How does Vale S.A. plan to use the proceeds from the US$750 million notes issuance?
Vale intends to use the net proceeds for general corporate purposes, including replenishing part of its cash following payment of the purchase price for participating debentures acquired in an optional acquisition offer settled on November 5, 2025.
Who can buy Vale S.A.'s new subordinated notes and will they be registered?
The notes and related guarantee are being offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. They will not be registered under the U.S. Securities Act or with the Brazilian CVM and may only be sold under applicable exemptions.
