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Vale (VALE) EVP Rogerio Tavares Nogueira receives 12,990-share RSU award

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Tavares Nogueira Rogerio reported acquisition or exercise transactions in this Form 4 filing.

Vale S.A. reported that EVP Commercial & New Business Rogerio Tavares Nogueira received a compensation-related grant of 12,990 Common Shares on April 1, 2026, through restricted share units (RSUs) at no cash cost per share.

After this award, he directly holds 127,552 Common Shares, including RSUs granted in 2024, 2025, and 2026. The RSUs vest over time, with 11,327 vesting on March 1, 2027, 18,702 vesting on March 1, 2028, and 12,990 vesting on April 1, 2029, each RSU delivering one Vale common share upon settlement.

Positive

  • None.

Negative

  • None.
Insider Tavares Nogueira Rogerio
Role EVP Commercial & New Business
Type Security Shares Price Value
Grant/Award Common Shares 12,990 $0.00 --
Holdings After Transaction: Common Shares — 127,552 shares (Direct)
Footnotes (1)
  1. On April 1, 2026, the Reporting Person was granted restricted share units ("RSUs"). Each RSU represents a contingent right to receive one Common Share of Vale S.A. upon settlement. Includes 12,990 Common Shares that are represented by RSUs granted on April 1, 2026, and RSUs previously granted, in 2024 and 2025. 11,327 RSUs vest on March 1, 2027, 18,702 RSUs vest on March 1, 2028 and 12,990 vest on April 1, 2029. Each RSU represents a contingent right to receive one Common Share of Vale S.A. upon settlement.
RSU grant size 12,990 shares Restricted share units granted on April 1, 2026
Reported grant price $0.0000 per share Price per share for April 1, 2026 RSU grant
Total shares after grant 127,552 shares Common shares directly held following transaction
2027 RSU vesting tranche 11,327 RSUs Vesting on March 1, 2027
2028 RSU vesting tranche 18,702 RSUs Vesting on March 1, 2028
2029 RSU vesting tranche 12,990 RSUs Vesting on April 1, 2029
restricted share units financial
"the Reporting Person was granted restricted share units ("RSUs"). Each RSU represents a contingent right"
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.
RSUs financial
"Includes 12,990 Common Shares that are represented by RSUs granted on April 1, 2026"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
contingent right financial
"Each RSU represents a contingent right to receive one Common Share of Vale S.A."
vest financial
"11,327 RSUs vest on March 1, 2027, 18,702 RSUs vest on March 1, 2028 and 12,990 vest on April 1, 2029."
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Tavares Nogueira Rogerio

(Last)(First)(Middle)
PRAIA DE BOTAFOGO 186
19TH FLOOR BOTAFOGO

(Street)
RIO DE JANEIRORIO DE JANEIRO22250145

(City)(State)(Zip)

BRAZIL

(Country)
2. Issuer Name and Ticker or Trading Symbol
Vale S.A. [ VALE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP Commercial & New Business
2a. Foreign Trading Symbol
[VALE3]
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Shares04/01/2026A12,990(1)A$0127,552(2)D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. On April 1, 2026, the Reporting Person was granted restricted share units ("RSUs"). Each RSU represents a contingent right to receive one Common Share of Vale S.A. upon settlement.
2. Includes 12,990 Common Shares that are represented by RSUs granted on April 1, 2026, and RSUs previously granted, in 2024 and 2025. 11,327 RSUs vest on March 1, 2027, 18,702 RSUs vest on March 1, 2028 and 12,990 vest on April 1, 2029. Each RSU represents a contingent right to receive one Common Share of Vale S.A. upon settlement.
/s/ Rogerio Nogueira04/03/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Vale (VALE) report for Rogerio Tavares Nogueira?

Vale reported that EVP Commercial & New Business Rogerio Tavares Nogueira received a grant of 12,990 restricted share units (RSUs). These RSUs are compensation-related awards, not an open-market stock purchase, and each unit represents a right to receive one Vale common share upon settlement.

How many Vale (VALE) shares does Rogerio Tavares Nogueira hold after this Form 4?

Following the April 1, 2026 RSU grant, Rogerio Tavares Nogueira holds 127,552 Vale common shares directly. This figure includes shares represented by RSUs granted in 2024, 2025, and 2026, which will convert into common shares as they vest and are settled over future dates.

When do the newly granted Vale (VALE) RSUs for Rogerio Tavares Nogueira vest?

The Form 4 shows a staggered RSU vesting schedule. 11,327 RSUs vest on March 1, 2027, 18,702 RSUs vest on March 1, 2028, and 12,990 RSUs vest on April 1, 2029. Each vested RSU entitles Nogueira to receive one Vale common share upon settlement.

Did Rogerio Tavares Nogueira buy or sell Vale (VALE) shares on the market?

No open-market buy or sell is disclosed. The Form 4 reports a grant coded “A,” meaning a grant, award, or other acquisition. Nogueira acquired 12,990 common shares via restricted share units at a reported price of $0.0000 per share as part of equity compensation.

What is a restricted share unit (RSU) in the context of Vale (VALE)?

A restricted share unit is a form of equity compensation. Each Vale RSU represents a contingent right to receive one common share upon settlement, typically after a vesting period. The holder does not receive the actual share until vesting and settlement occur under the plan terms.

How significant is the 12,990-share RSU grant for Vale (VALE)’s EVP?

The 12,990-share RSU grant adds to Rogerio Tavares Nogueira’s equity stake, bringing his direct holdings to 127,552 shares. This transaction reflects ongoing long-term incentive compensation rather than a sudden change in ownership, aligning part of his pay with Vale’s future share performance.