Vale S.A. SEC Filings

Vale S.A. updated its 2025 all-in cost guidance for copper and nickel, lowering ranges on stronger operations and higher gold by-product prices. The company now targets all-in copper costs of US$1,000–US$1,500 per ton, reduced from US$1,500–US$2,000. All-in nickel costs are guided to US$13,000–US$14,000 per ton, down from US$14,000–US$15,500. The copper estimate reflects a gold price range of US$3,500 to US$4,100 per troy ounce for 4Q25.

Vale emphasized these figures are hypothetical and may change with market conditions, and noted it will refile item 3 of its Reference Form under CVM Resolution No. 80/2022. All other previously disclosed estimates remain unchanged.

Vale S.A. filed a 6-K with reviewed interim results. The independent auditor reported no modifications, concluding that the condensed interim financial statements are prepared, in all material respects, under CPC 21 and IAS 34.

For Q3 2025, consolidated net operating revenue was R$56,701 million (R$52,978 million in Q3 2024) and net income reached R$14,671 million with EPS of R$3.42. Adjusted EBITDA totaled R$23,765 million, led by Iron Solutions at R$21,604 million and Energy Transition Metals at R$3,770 million. Nine-month cash from operations was R$50,599 million, with investing outflows including R$21,559 million in PP&E/intangibles and R$11,776 million related to Samarco. Financing included R$24,261 million of new borrowings and R$19,456 million distributed to shareholders.

Segment revenue remained concentrated in China, while FX and interest-rate hedges contributed positively to financial results. The company noted U.S. tariff actions in 2025 but stated it does not expect significant effects on operations or cash flows. Equity rose to R$224,733 million, and cash and equivalents stood at R$31,391 million as of September 30, 2025.

Vale S.A. filed a Form 6‑K reporting Q3 2025 interim results. Net operating revenue was $10,420 million (Q3 2024: $9,553 million) and net income reached $2,695 million (Q3 2024: $2,391 million), with basic and diluted EPS of $0.63 (Q3 2024: $0.56). Adjusted EBITDA was $4,369 million, driven mainly by Iron Solutions EBITDA of $3,972 million and Energy Transition Metals EBITDA of $687 million.

For the nine months, net cash generated by operating activities was $6,102 million. The balance sheet showed total assets of $91,190 million (Dec 31, 2024: $80,152 million) and total equity of $42,281 million (Dec 31, 2024: $34,528 million). Non‑current loans and borrowings were $17,373 million (Dec 31, 2024: $13,772 million). Dividends and interest on capital paid to shareholders totaled $3,464 million year‑to‑date.

China remained the largest market in Q3 with $5,695 million in net operating revenue. The auditor’s review found no material modifications needed under IAS 34. Subsequent to quarter‑end, Vale approved an optional acquisition proposal for up to all outstanding participative shareholders’ debentures.

Vale S.A. filed a Form 6-K/A furnishing its updated Internal Audit Charter. The Charter defines Internal Audit as an independent, objective assurance and consulting function, positioned as the 3rd Line of Defense. The Chief Audit and Compliance Officer reports directly to the Board of Directors, with activities supervised by the Audit and Risks Committee (CARE), preserving scope and reporting independence.

The Charter establishes a Quality Assurance and Improvement Program with internal monitoring and external assessments at least once every five years, and requires annual confirmation of organizational independence. Scope includes risk, governance and internal control evaluations, SOX testing, advisory work without management responsibility, and support for investigations via the Whistleblower Channel. The Internal Audit Plan is risk-based and approved by the Board after CARE review, with periodic progress reports and tracking of management action plans.

Vale S.A. filed an amended 6‑K detailing its Vale Group Business and Entity Management Policy (POL‑0043‑G, Version 02). The policy sets governance guidelines for all companies and entities where Vale has control or influence, defines nine entity types (from wholly owned subsidiaries to operated and non‑operated joint ventures, minority stakes, and non‑business entities), and assigns roles such as Accountable Executive and Asset Manager.

The policy requires classification of every entity, alignment with Vale’s strategic plan, and periodic tests of adherence at least every three years. It establishes delegation and oversight rules, including Board‑level voting guidance for non‑business entity transactions above US$ 100 million and Executive Committee delegations up to US$ 400 million. For minority investments in private companies (Type 7), individual investments are limited to US$ 50 million. The Executive Vice President of Finance and Investor Relations must provide an annual report to the Nominating and Governance Committee and the Board. The policy carries a maximum five‑year review cycle.

Vale S.A. filed an amended Form 6‑K to disclose its Policy for engaging independent auditors. The policy requires using a Big Four firm, mandates the same auditor for Vale and all IFRS‑consolidated subsidiaries, and sets appointment periods not exceeding 5 years. Prohibited services include bookkeeping, systems design, valuation and fairness opinions, actuarial services, management or HR functions, brokerage or investment banking, legal services, and certain tax services. All non‑audit work by the auditor requires prior assessment by Controllership and Accounting and approval by the Audit Committee. The policy is reviewed at least every 3 years, and auditor changes must be reported to the CVM within 20 days.

Vale S.A. filed an amended report outlining its indemnity framework for directors, executives, committee members, and select employees. The policy commits Vale to reimburse proven expenses and amounts ordered to be paid arising from investigations or proceedings tied to proper, good-faith performance of duties, with clear exclusions for bad faith, fraud, intentional crimes in a final decision, and actions outside role scope.

A Specific Indemnity Commitment subsidizes defenses for geotechnical staff, qualified persons for mineral reserves/resources, and appointees to governance roles at investees, with overall annual coverage of up to US$200,000,000.00. Payments are to be made within six business days after required documentation, with subrogation to Vale and procedures for quick support in cases like asset freezes. Dispute resolution is set by arbitration in Rio de Janeiro, under Brazilian law, and decisions and approvals follow defined internal governance and conflict-of-interest protocols.

Vale S.A. filed a Form 6-K/A furnishing its updated Antitrust Policy. The policy sets global guidelines to ensure compliance with competition law across Vale’s operations and value chain. It defines key terms, outlines strict prohibitions on coordinated conduct between competitors (including cartels, bid-rigging, and sharing competitively sensitive information), and provides guardrails against unilateral abuses of dominance such as predatory pricing, unjustified exclusivity, tying, and discriminatory terms.

The policy details when transactions must be notified to CADE as Concentration Acts and bans gun jumping before approvals. It establishes governance and responsibilities for the Executive Committee, Executive Vice-Presidency of Legal Affairs, Corporate Legal Department, and Audit/Compliance, with training and dissemination obligations. Reviews are set at least every 5 years, and the Executive Committee approved the policy.

Vale S.A. filed a Form 6-K/A furnishing its Management and Directors Policy. The policy sets structured guidelines for succession planning, nominations, attraction and remuneration, retention, indemnity, development and assessment across the Board of Directors, Advisory Committees and Executive Committee. It emphasizes competency matrices, diversity, independence, and transparent processes aligned with Vale’s purpose.

Succession planning includes defined timelines and use of an international executive search firm for CEO processes, with market disclosure when a successor is approved. Nomination criteria require alignment with the Code of Conduct, absence of structural conflicts, and an unblemished reputation. Remuneration frameworks cover fixed pay, annual bonus, restricted-share matching, PSU awards tied to performance and ESG metrics, stock ownership guidelines, and Malus/Clawback provisions. The policy provides D&O insurance, sets a 5-year review cycle, and considers a 75% minimum attendance for Board member reelection assessments.