Vale S.A. SEC Filings

Vale S.A. filed a Form 6-K presenting an updated Anti-Corruption Policy that sets zero tolerance for bribery and corruption across all jurisdictions where it operates. The Policy applies to Vale, its subsidiaries and maintained entities worldwide, and requires compliance with the FCPA, Brazilian Anti-Corruption Law, and the UK Bribery Act.

Key rules include a ban on facilitation payments and on political contributions on the Company’s behalf, strict controls on gifts, hospitality and travel involving government officials (with defined limits and approvals), and mandatory anti-corruption due diligence on third parties. Employees and key management must complete training and report suspected violations through Vale’s Whistleblower Channel.

Governance is led by the Audit & Compliance Department, which reports to the Board and coordinates investigations and training. The policy will be reviewed at least every five years and is effective upon Board approval.

Vale S.A. filed a Form 6-K detailing an updated Corporate Climate Change Policy that sets science-aligned guidelines to manage risks and opportunities and pursue Net-zero Emissions. The policy commits to reducing Scope 1 and Scope 2 emissions, cooperating to lower Scope 3 (including customers and international shipping), and neutralizing residual emissions on a Net-zero aligned pathway by 2050, using high-integrity carbon removals and credits as a secondary tool.

The strategy includes internal carbon pricing for project valuation, performance-based climate targets that can affect leadership variable compensation, development of low‑carbon products, and partnerships to advance decarbonization. Governance follows TCFD principles, with Board oversight and executive committees integrating climate into strategic planning. The company will assess scenario resilience, train employees for green jobs, disclose the policy via Finance/IR, review it at least every five years, and report an industry association alignment review.

Vale S.A. reported the settlement of its optional acquisition of participating debentures from its 6th issuance. The Company acquired 89,410,390 debentures, which adhered to the offer and represent 23.01% of the total debentures outstanding.

Vale notes this is the only optional acquisition offer since the instruments were issued in 1997, positioning the action as a milestone in the Company’s financial liability management. The update follows the notice and press release disclosed on October 6, 2025.

Vale S.A. submitted a 6-K clarifying media reports that management said it is likely the company will announce extraordinary dividends soon. The company explains this discussion reflects its historical year-end distributions and the context of proposed Brazilian tax changes, while emphasizing that any payment would be subject to governance approvals.

The filing cites Bill No. 1,087/25, which proposes a 10% withholding tax on dividends above R$50,000 per month per beneficiary; management noted the immediate impact would be minimal given Vale’s use of interest on equity (JCP). Vale has already met its minimum shareholder remuneration for 2025 via JCP approved on July 31, 2025 and paid on September 4, 2025. The company states there is no Board decision yet on any extraordinary dividends, including amount or payment date.

Vale S.A. reported a strong operational quarter, highlighting multi‑metal production gains and improved iron ore price realization. Iron ore production reached 94.4 Mt (up 4% y/y) with support from a new quarterly record at S11D, while iron ore sales were 86.0 Mt (up 5% y/y). The average realized iron ore fines price was US$ 94.4/t, up US$ 9.3/t q/q, as fines premiums increased. Pellets output was 8.0 Mt (down 23% y/y) as feed was redirected to fines to optimize the product mix.

Copper production was 90.8 kt (up 6% y/y), led by Salobo and higher concentrates from Voisey’s Bay and Sudbury, with an average realized price of US$ 9,818/t. Nickel production was 46.8 kt (largely flat y/y); Long Harbour hit a production record, and Onça Puma’s second furnace started, lifting site capacity by 15 ktpy to 40 ktpy. Management said iron ore, copper, and nickel are tracking toward the upper end of their 2025 production guidance ranges. Vale also noted a 4.5 Mt iron ore inventory build, mainly cargoes in transit, expected to convert to sales in coming quarters.

Vale S.A. reported a stronger 3Q25 with improved sales, pricing and cash generation. Net operating revenue reached US$ 10,420 million, up 9% year over year, while Proforma EBITDA rose to US$ 4.4 billion, up 17% year over year and 28% quarter over quarter, driven by higher iron ore, copper and by-product prices, greater volumes, and lower freight costs. Attributable net income was US$ 2.685 billion, up 11% year over year.

Free cash flow was US$ 2.6 billion, helped by US$ 1.0 billion of proceeds from the completion of the Aliança Energia JV, and Recurring Free Cash Flow was US$ 1.6 billion. Expanded net debt stood at US$ 16.6 billion at quarter-end, down US$ 0.8 billion quarter over quarter. Iron ore fines realized price averaged US$ 94.4/t and all-in costs declined 4% year over year to US$ 52.9/t. Copper all-in costs fell 65% year over year to US$ 994/t and nickel all-in costs declined 32% to US$ 12,347/t; 2025 cost guidance was revised down for both metals.

Operations advanced with the Onça Puma 2nd furnace start-up and progress across the New Carajás program. Vale also reported safety milestones, including no dams at emergency level 3 and continued progress on Brumadinho and Samarco reparation commitments.

Vale S.A. posted a stronger 3Q25, with net operating revenue of US$ 10.42 billion (up 9% y/y) and proforma EBITDA of US$ 4.40 billion (up 17% y/y). Adjusted EBITDA was US$ 4.37 billion. Attributable net income reached US$ 2.69 billion (up 13% y/y). Free cash flow was US$ 2.57 billion, boosted by US$ 1.0 billion from the Aliança Energia JV, while recurring free cash flow was US$ 1.56 billion. Capital expenditures totaled US$ 1.25 billion, and expanded net debt closed at US$ 16.64 billion, US$ 0.8 billion lower q/q.

Operations improved across key segments. Iron ore fines realized price rose to US$ 94.4/t and all-in costs declined 4% y/y to US$ 52.9/t; fines’ C1 cash cost was US$ 20.7/t. Energy Transition Metals EBITDA jumped to US$ 687 million (up 177% y/y), with copper EBITDA up 71% and nickel turning positive. Vale revised 2025 cost guidance lower: copper all-in cost to US$ 1,000–1,500/t and nickel to US$ 13,000–14,000/t. The Onça Puma 2nd furnace started up, adding 15 ktpy of nickel capacity. Vale reported progress on dam safety, with no structures at emergency level 3.