Vale S A SEC Filings

Vale S.A. reports that its Board of Directors has approved submitting to the April 30, 2026 shareholders’ meeting proposals to merge two wholly owned subsidiaries, Baovale Mineração S.A. and CDA Logística S.A., into Vale. The mergers will occur without any increase in Vale’s capital stock or issuance of new shares.

The Board endorsed the appointment of Macso Legate Auditores Independentes to prepare appraisal reports for both Baovale and CDA and approved the related merger protocols and justifications. Vale’s management is authorized to perform all acts necessary to implement the mergers once shareholder approval is obtained.

Vale S.A. reported a change on its Board of Directors. The board unanimously appointed Marcio Antônio Chiumento, a Brazilian banker, to fill a vacant director seat created by the resignation of João Luiz Fukunaga. His term runs until the next General Meeting of Shareholders scheduled for April 30, 2026. The board also agreed to submit ratification of this appointment for shareholder deliberation at that meeting. The appointee declared that he is fully unimpeded under applicable legislation to perform his duties.

Vale S.A. submitted a report from its Fiscal Council supporting two corporate proposals. The first is a R$ 500,000,000.00 capital stock increase through the capitalization of part of the company’s tax incentive reserve, without issuing new shares, and with a corresponding amendment to Article 5 of the bylaws. The second is the proposed merger of wholly owned subsidiaries Baovale Mineração S.A. and CDA Logística S.A. into Vale, also without any increase in Vale’s capital stock or issuance of new shares. In both cases, the Fiscal Council states the proposals are in proper condition to be submitted to an Extraordinary General Meeting.

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

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

Vale S.A. reports that its Board of Directors has appointed Marcio Antonio Chiumento to fill a vacant seat on the Board. Chiumento has more than two decades of experience in the financial industry, including senior roles at Banco do Brasil and Previ, Brazil’s largest private pension fund entity.

He currently serves as CEO of Previ and has a background in investments, finance, corporate governance and strategic management, supported by graduate degrees in management, finance and law. Vale’s Board plans to submit ratification of his appointment to the Shareholders’ General Meeting, expected to be convened on March 12, 2026 and held on April 30, 2026.

Vale S.A. updated its estimates for copper project investments and 2026 cash flow. The company now expects to invest US$ 3.5 billion in copper projects in the Carajás region between 2026 and 2030, with annual CAPEX rising from US$ 0.3 billion in 2026 to US$ 1.1 billion in 2030. These investments include the Bacaba project, which is under implementation.

Vale estimates Base Metals’ Free Cash Flow of about US$ 1.1 billion in 2026, in real terms, based on forward copper prices of US$ 12,738–12,870 per metric ton and nickel prices of US$ 17,133–17,691 per metric ton from March to December. It also projects Free Cash Flow to Equity of US$ 4.6–5.7 billion in 2026, implying an FCFE yield of approximately 7.0–8.5%. These FCFE figures use sell-side 2026 pro forma EBITDA consensus of US$ 17.5 billion and assume CAPEX of US$ 5.4–5.7 billion, net financial expenses and taxes of US$ 2.1–2.5 billion, around US$ 0.7 billion of Brumadinho and dam decharacterization expenses, US$ 0.9–1.1 billion related to associates and joint ventures, and US$ 2.7–2.9 billion of other disbursements.

Vale highlights that these are expectations based on current market conditions and may change, and it will update its Brazilian Reference Form to reflect the new estimates.

Vale S.A. reported that Board member João Luiz Fukunaga has submitted his resignation from the company’s Board of Directors. Fukunaga had served as a Board member since 2023 and the company expressed its thanks for his contributions.

Under Vale’s Bylaws, the Board of Directors, supported by the Nomination and Governance Committee, will evaluate the necessary measures to address this vacancy in the coming days and has stated it will keep the market duly informed about further developments.

Vale S.A. reports that its subsidiary Vale Base Metals is forming a new four-party consortium for the Thompson Nickel Belt in Manitoba with Exiro Minerals, Orion Resources Partners and Canada Growth Fund. Exiro, Orion and CGF will collectively hold 81.1% of a new company, while Vale Base Metals will retain an 18.9% minority stake.

The consortium partners have committed to investing up to US$ 200 million to support the future of nickel mining in Thompson. Vale Base Metals has also signed an offtake agreement for nickel concentrate from the Thompson Mill, helping it maintain its strategic position as a leading nickel producer in Canada. The transaction is expected to close by the end of 2026, subject to regulatory and government approvals.