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

February 2026

Vale S.A.

Praia de Botafogo nº 186, 18º andar, 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.)

(Check One) Form 20-F x Form 40-F ¨

The accompanying notes are an integral part of these financial statements.

(i) Includes the effect of variation in the exchange rates used by the Company to convert the financial information of subsidiaries operating in an international economic environment, with a currency different from the functional currency of Vale S.A. (notes 33c).

(ii)  For the year ended December 31, 2024, the effect refers substantially to the reclassification of accumulated translation adjustments of Vale Oman Distribution Center and PT Vale Indonesia Tbk, in the amounts of R$620 (US$112 million) and R$5,728 (US$1,063 million), respectively (notes 31c and 31d).

Items above are stated net of tax, when applicable, and the related taxes effects are disclosed in note 5.

The accompanying notes are an integral part of these financial statements.

The accompanying notes are an integral part of these financial statements.

The accompanying notes are an integral part of these financial statements.

 

	Notes	Share capital	Capital reserve	Profit reserves	Treasury shares	Other reserves	Cumulative translation adjustments	Retained earnings	Equity attributable to Vale S.A.’s shareholders	Equity attributable to noncontrolling interests	Total equity
Balance as of December 31, 2022		77,300	3,634	108,213	(25,675)	(5,276)	28,916	-	187,112	7,782	194,894
Net income		-	-	-	-	-	-	39,940	39,940	614	40,554
Other comprehensive income		-	-	-	-	(420)	(1,496)	-	(1,916)	(551)	(2,467)
Dividends and interest on capital of Vale S.A.'s shareholders	29(e)	-	-	(2,265)	-	-	-	(18,310)	(20,575)	-	(20,575)
Dividends of noncontrolling interest		-	-	-	-	-	-	-	-	(187)	(187)
Transaction with noncontrolling interests	31(g)	-	-	-	-	15	-	-	15	(298)	(283)
Appropriation to undistributed retained earnings		-	-	21,630	-	-	-	(21,630)	-	-	-
Shares buyback program	29(c)	-	-	-	(13,593)	-	-	-	(13,593)	-	(13,593)
Share-based payment programs	32(b)	-	-	-	132	(150)	-	-	(18)	-	(18)
Treasury shares canceled	29(b)	-	-	(21,397)	21,397	-	-	-	-	-	-
Balance as of December 31, 2023		77,300	3,634	106,181	(17,739)	(5,831)	27,420	-	190,965	7,360	198,325
Net income		-	-	-	-	-	-	31,592	31,592	(1,161)	30,431
Other comprehensive income		-	-	-	-	756	3,746	-	4,502	1,972	6,474
Dividends and interest on capital of Vale S.A.'s shareholders	29(e)	-	-	(11,722)	-	-	-	(11,162)	(22,884)	-	(22,884)
Dividends of noncontrolling interest		-	-	-	-	-	-	-	-	(1)	(1)
Transaction with noncontrolling interests (i)		-	-	-	-	4,593	-	-	4,593	(1,222)	3,371
Appropriation to undistributed retained earnings		-	-	20,430	-	-	-	(20,430)	-	-	-
Shares buyback program	29(c)	-	-	-	(2,054)	-	-	-	(2,054)	-	(2,054)
Share-based payment programs	32(b)	-	-	-	8	50	-	-	58	-	58
Balance as of December 31, 2024		77,300	3,634	114,889	(19,785)	(432)	31,166	-	206,772	6,948	213,720
Net income		-	-	-	-	-	-	13,814	13,814	(2,003)	11,811
Other comprehensive income		-	-	-	-	24	(4,022)	-	(3,998)	(305)	(4,303)
Dividends and interest on capital of Vale S.A.'s shareholders	29(e)	-	-	(21,791)	-	-	-	(10,733)	(32,524)	-	(32,524)
Dividends of noncontrolling interests		-	-	-	-	-	-	-	-	(24)	(24)
Transaction with noncontrolling interests		-	-	-	-	-	-	-	-	11	11
Appropriation to undistributed retained earnings	29(d)	-	-	3,081	-	-	-	(3,081)	-	-	-
Share-based payment programs	32(b)	-	-	-	4	231	-	-	235	-	235
Balance as of December 31, 2025		77,300	3,634	96,179	(19,781)	(177)	27,144	-	184,299	4,627	188,926

(i)

The effect on equity attributable to noncontrolling interests in 2024 includes the derecognition of noncontrolling shareholders of PT Vale Indonesia Tbk in the amount of R$9,050 (US$1,628 million), (note 31d) and the recognition of noncontrolling shareholders of Vale Base Metals Limited in the amount of R$7,828 (US$1,514 million), (note 31e).

The accompanying notes are an integral part of these financial statements.

The accompanying notes are an integral part of these financial statements.

1. Corporate information

Vale S.A. (“Parent Company”) is a public company headquartered in the city of Rio de Janeiro, Brazil. Vale S.A.’s share capital consists of common shares traded on B3 under the code VALE3. The Company also has American Depositary Receipts ("ADRs") traded on the New York Stock Exchange ("NYSE") under the code VALE. Additionally, the shares are traded on LATIBEX under the code XVALO, which is an unregulated electronic market established by the Madrid Stock Exchange for the trading of Latin American securities. The shareholding structure is presented in note 29 to these financial statements.

Vale S.A., together with its subsidiaries (“Vale” or the “Company”), is one of the world’s largest producers of iron ore and nickel, and also produces iron ore pellets and briquettes, copper, and by-products such as platinum-group metals (PGM), gold, silver, and cobalt.

The Company’s business is organized into two operating segments: “Iron Ore Solutions” and “Vale Base Metals” (note 3).

It comprises the extraction of iron ore, the production of pellets and briquettes, as well as large-scale logistics systems and distribution centers integrated with its mining operations, including railways, maritime terminals, and ports.

North System. Fully integrated, with three mining complexes, a railway, and a maritime terminal.

Southeast System. Fully integrated, with three mining complexes, a railway, and maritime terminals.

South System. Composed of two mining complexes and maritime terminals.

Most of these products are sold to the international market through the group’s main trading company, Vale International S.A. (“VISA”), a wholly owned subsidiary of Vale headquartered in Switzerland.

The Vale Base Metals segment is operated by Vale Base Metals (VBM) and comprises the production of nickel, copper, and their respective by-products.

The Company also engages in greenfield mineral exploration in five countries: Brazil, Canada, Chile, Peru, and Indonesia. In addition, Vale holds interests in associates and joint ventures, primarily involved in the production of ferrous products and base metals, in the operation of logistics infrastructure, and in energy businesses that aim to meet part of Vale’s consumption needs through renewable sources. The list of the Company’s investments in subsidiaries, associates, and joint ventures is presented in note 30.

2. Significant events and transactions related to 2025 financial statements

3. Information by business segment and geographic area

The reportable operating segments are aligned with the products and reflect the structure used by Management to assess the Company’s performance. The boards responsible for making operational decisions, allocating resources, and evaluating performance, which include the Executive Committee and the Board of Directors, use adjusted EBITDA as the performance measure by business segment.

The Company’s adjusted EBITDA is calculated based on operating income (loss), including the EBITDA of associates and joint ventures, which corresponds to a measure of ‘equity results’ (note 30), and excluding (i) depreciation, depletion and amortization; and (ii) impairment losses and results from the write-off of non-current assets, net, and other items.

In addition, unallocated items to the operating segment include corporate expenses, research and development of greenfield exploration projects, as well as expenses related to the Brumadinho event and de-characterization of dams and asset retirement obligations.

a) Adjusted EBITDA

(i) Includes R$19,517 (US$3,578 million) of impairment losses (2024: R$13,471 (US$2,210 million) and 2023: R$0 (US$0)), R$5,630 (US$1,021 million) of net losses from the write-off of non-current assets (2024: net gains of R$13,981 (US$2,511 million) and 2023: net losses of R$1,317 (US$266 million)), and R$4,331 (US$785 million) of expenses to reflect the performance of streaming transactions at market prices (2024: R$1,983 (US$356 million) and 2023: R$1,073 (US$216 million).

b) Net operating revenue by business segment and geographic area

(i) Includes operating revenue of China Mainland in the amount of R$105,697 (US$19,038 million) (2024: R$100,765 (US$18,556 million) and 2023: R$107,122 (US$21,577 million)) and Taiwan in the amount of R$2,051 (US$367 million) (2024: R$4,435 (US$819 million) and 2023: R$3,153 (US$633 million)).

In 2025 and 2024, no customer individually represented 10% or more of the Company's revenue. In 2023, the revenue from a single customer from the Iron Ore Solutions segment totaled R$20,881 (US$4,239 million), individually representing 10% of the Company's total revenue.

c) Costs of goods sold and services rendered by business segment

d) Assets by geographic area

4. Costs and expenses by nature

a) Cost of goods sold, and services rendered

b) Selling and administrative expenses

c) Other operating expenses (revenue), net

5. Taxes

a) Income tax reconciliation

The reconciliation of the taxes calculated according to the nominal tax rates and the amount of taxes recorded is shown below:

(i) For the year ended December 31, 2025, the balance substantially relates to the write-off of deferred tax assets on tax loss carryforwards resulting from the update of the estimated future taxable profits in subsidiaries in Canada and Switzerland, mainly due to changes in long-term assumptions. Consequently, there is a tax loss carryforward balance amounting to R$34,951 (US$6,352 million) (2024: R$24,782 (US$4,002 million)), related to Vale S.A.’s subsidiaries, for which no deferred tax asset has been recognized as of December 31, 2025.

b) Deferred income tax assets and liabilities

Tax loss carryforward does not expire in the Brazilian jurisdiction and their compensation is limited to 30% of the taxable income for the year.

The following table shows the changes in deferred tax assets and liability:

c) Tax incentives

In Brazil, the Company has tax incentives to partially reduce the income tax generated by the operations conducted in the north region that includes iron ore and copper (“Tax Incentives”). The incentive is calculated based on the taxable income of the incentivized activity (tax operating income) and considers the allocation of operating profit according to the levels of incentivized production during the periods defined as eligible for each product, usually 10 years. In addition to these incentives, part of the income tax payable can be reinvested in the acquisition of new machinery and equipment, subject to subsequent approval by the Superintendência de Desenvolvimento da Amazônia (“SUDAM”).

As determined by the Brazilian law and Resolution of the SUDAM Deliberative Council No. 136, which requires the reinvestment to be capitalized, the tax savings obtained due to these incentives must be recorded in the retained earnings reserve in equity and cannot be distributed as dividends to shareholders. The impact of the Tax Incentives on the effective tax rate on income is presented as “tax incentives” in item (a) of this note.

The Lei Complementar No. 224 (“LC 224”), enacted in December 2025 and effective from 2026, establishes a linear 10% reduction in federal tax incentives and benefits. The Tax Incentives currently granted to the Company, which expire between 2028 and 2035, will not be affected by LC 224. As their expiration dates approach, Vale assesses and undertakes the necessary procedures to obtain new qualification and approval. If successful with the competent authorities, the new incentives will be granted with the aforementioned 10% reduction. Consequently, the income tax reduction will decrease from the current 75.0% to 67.5%, reflecting the adjustments introduced by LC 224 in relation to newly granted incentives.

d) Uncertain tax positions (“UTP”)

The Company is engaged in administrative and judicial discussions with tax authorities in Brazil in relation to certain tax positions adopted by the Company for calculating income tax and social contribution on net income. The final determination is uncertain and depends on factors not controlled by the Company, such as changes in case law and changes in tax laws and regulations. The tax positions adopted by Vale are supported by legal advisors and the Company is subject to the assessment of income tax by local tax authorities in a range up to 10 years depending on jurisdiction where the Company operates.

The amount under discussion with the tax authorities is R$48,742 (US$8,858 million) as of December 31, 2025 (December 31, 2024: R$45,046 (US$7,275 million)), which includes the tax effects arising from the reduction of the tax losses and negative basis of the CSLL by R$9,125 (US$1,658 million) as of December 31, 2025 (December 31, 2024: R$8,273 (US$1,336 million)), if the tax authority does not accept the tax treatment adopted by the Company in relation to these matters.

(i) Includes the tax effects arising from the reduction of the tax losses and negative basis of the CSLL, with fines and interest.

(ii) Includes the principal, without fines and interest.

(iii) In October 2025, the Company received a tax assessment notice related to the 2020 fiscal year, in the amount of R$1,775 (US$334 million)

(iv) Based on an administrative decision issued by the Brazilian Administrative Council of Tax Appeals (CARF) in July 2025, the amount was partially settled R$297 (US$56 million), while the remaining balance R$688 (US$128 million) was reversed from liabilities, impacting the “income taxes” line in the consolidated income statement for the year ended December 31, 2025.

Based on the assessment of its internal and external legal advisors, the Company believes that the tax treatment adopted for these matters will be accepted in decisions of the higher courts on last instance. The main discussions are described below.

Transfer pricing calculation over the exportation of ores to a foreign subsidiary - The Company was assessed for the IRPJ and CSLL, for the years of 2015 and 2020 as the tax agent has disregarded the intermediation costs and other adjustments used in the calculation of the transfer pricing over the exportation of iron ore, pellets, manganese, and copper to its foreign controlled company. The Company is challenging these assessments at the administrative level and a decision is pending.

The total amount in dispute is R$20,274 (US$3,684 million) as of December 31, 2025 (2024: R$18,447 (US$2,979 million)), excluding the corresponding tax impact with fines and interests of R$6,243 (US$1,135 million) as of December 31, 2025 (2024: R$5,661 (US$914 million)) , totaling R$26,517 (US$4,819 million) (2024: R$24,108 (US$3,893 million)). The amount involved for the period, which are not in dispute, is R$9,950 (US$1,808 million) as of December 31, 2025 (2024: R$9,958 (US$1,608 million)). The Company considers the tax treatment adopted as appropriate and is discussing the charges at the administrative level.

Expenses of interest on equity capital (“JCP”) - Vale received assessments for the collection of IRPJ, CSLL and fines, on the grounds that the deduction of JCP was improper, referring to the base years of 2017 and 2018, due to failure to comply with the accrual basis and absence of individualized accounting credit per shareholder. The amount under discussion is R$5,488 (US$997 million) as of December 31, 2025 (2024: R$7,115 (US$1,149 million)), excluding the corresponding tax impact with fines and interests of R$1,727 (US$314 million) as of December 31, 2025 (2024: R$1,566 (US$253 million)), totaling R$7,215 (US$1,311 million) (2024: R$8,681 (US$1,402 million)). The Company presented administrative defenses for these assessments.

In December 2025, Vale obtained a favorable first-instance judicial decision regarding the tax assessment for the 2018 base year, applying the interpretation established by the Brazilian Superior Court of Justice (STJ) under Theme No. 1,319. As a result, the estimated loss related to this tax assessment was partially reclassified to a remote loss prognosis.

Offset of the income tax paid abroad - Vale received a tax assessment for the collection of R$2,847 (US$517 million) (2024: R$2,642 (US$427 million)) due to the disregard of taxes paid abroad that were offset by the IRPJ debt in 2016. Tax authorities allege the Company has failed to comply with the applicable rules relating to the offset, in Brazil, of income taxes paid abroad. The Company had filed an administrative appeal and obtained a favorable decision at the Administrative Council of Tax Appeals (CARF). The Federal Government filed an appeal, which is pending judgment.

Goodwill amortization - The Company received tax assessments for the collection of IRPJ and CSLL for the periods between 2013 and 2021, due to the disregard of the deduction of goodwill amortization expenses recorded in the acquisition of controlled companies, after its merger by the Company.

The Company is discussing the charges at the administrative level and the amount under discussion is R$4,757 (US$864 million) as of December 31, 2025 (2024: R$4,283 (US$692 million)), excluding the corresponding tax impact with fines and interests of R$790 (US$144 million) as of December 31, 2025 (2024: R$717 (US$115 million)), totaling R$5,547 (US$1,008 million) (2024: R$5,000 (US$807 million)). The amount involved for the period, which are not in dispute, is R$422 (US$77 million) (2024: R$386 (US$62 million)).

Payments to Renova Foundation - The Company deducted payments made to Renova Foundation arising from the obligation entered into the Transaction and Conduct Adjustment Agreement (“TTAC”). Vale understands that the deduction of such expenses is adequate, since its liability is objective, arising from the obligation arising from the TTAC and its status as a shareholder of Samarco and as a sponsor of Renova Foundation.

The mentioned payments were deducted until April 2023 when Vale entered into a binding agreement jointly with BHPB, Samarco, and certain creditors of Samarco, establishing the parameters for the restructuring of Samarco's debt. This restructuring was implemented through a consensual reorganization plan, which was approved by the Judicial Recovery Court in September 2023. According to the agreement, contributions made by Vale to the Renova Foundation from May 2023 onward will be converted into capital contributions to Samarco and, therefore, will no longer be deductible. Further details on Samarco's judicial recovery are provided in note 26 of these financial statements.

The Company received tax assessment notices for the periods 2016, 2018, 2019 and 2020, for the collection of IRPJ and CSLL on the grounds that expenses incurred with Renova Foundation were unduly deducted for allegedly not being considered necessary. The total amount assessed is R$3,710 (US$674 million) for the year ended December 31, 2025 (2024: R$1,734 (US$280 million)), excluding the corresponding tax impact with fines and interests of R$324 (US$59 million) as of December 31, 2025 (2024: R$293 (US$47 million)), totaling R$4,034 (US$733 million) (2024: R$2,027 (US$327 million)). The amount involved for the period, which are not in dispute, is R$1,525 (US$277 million) (2024: R$2,171 (US$351 million)). The Company is discussing the charges at the administrative level.

e) Recoverable and payable taxes and settlement programs (REFIS)

The Company considered the effects arising from Lei Complementar Nº 214, which regulated the value added taxes reform (note 5g), in its assessment of the recoverability of taxes recoverable.

(i) The balance mainly relates to the settlement programs of claims regarding the collection of income tax and social contribution on equity gains of foreign subsidiaries and associates from 2003 to 2012. This amount bears SELIC interest rate (Special System for Settlement and Custody) and will be paid in monthly installments until October 2028 and the impact of the SELIC over the liability is recorded under the Company’s financial results (note 18). SELIC rate at the end of the fiscal year ended December 31, 2025, is 15.00% (2024: 12.25%).

f) Global minimum tax (Pilar II)

In December 2021, the Organization for Economic Co-operation and Development (“OECD”) issued the Pillar II model rules to reform international corporate taxation. Multinational economic groups within the scope of these rules are required to calculate their effective tax rate in each country in which they operate, the GloBE effective tax rate.

When the GloBE effective tax rate of any jurisdiction in which the group operates, based on the aggregated view of the entities located in that jurisdiction, is lower than the minimum rate defined at 15%, the multinational group must pay a top-up tax corresponding to the difference between its GloBE effective tax rate and the minimum rate.

The Company is subject to the OECD Pillar II model rules in several jurisdictions, including Brazil, Canada and Switzerland, among others.

There were no material impacts arising from Pillar II on income tax expense for the year ended December 31, 2025. The Company applied the exception to the recognition and disclosure of information on deferred tax assets and liabilities arising from tax law for the implementation of the OECD Pillar II model rules, according to IAS 12 – Income Taxes.

g) Value added taxes reform

In 2025, a value added taxes reform was enacted through the Lei Complementar Nº 214 ("Reform"), providing the replacement of taxes such as PIS, COFINS, ICMS, ISS and IPI by the CBS and IBS, as well as the creation of the IS (Imposto Seletivo), which applies to certain economic sectors, including the mining sector.

The transition period to the new taxation methodology will take place between 2026 and 2032, with no incidence of the new taxes implemented by the Reform in the first year of transition. The Company is in the process of assessing the impacts arising from the Reform, which will be concluded in 2026.

6. Basic and diluted earnings per share

The basic and diluted earnings per share are presented below:

7. Accounts receivable

Provisionally priced commodities sales - The Company is mainly exposed to iron ore and copper price risk. The determination of the final sales price for these commodities is based on the pricing period outlined in the sales contracts, typically occurring after the revenue recognition date. Consequently, the Company initially recognizes revenue using a provisional invoice. Subsequently, the receivables associated with provisionally priced products are measured at fair value through profit or loss (note 19). Any fluctuations in the value of these receivables are reflected in the Company's net operating revenue. In the year ended December 31, 2025, the net operating revenue arising from fair value adjustments to provisionally priced contracts totaled R$2,972 (US$548 million).

The sensitivity of the Company’s risk related to the final settlement of provisionally priced accounts receivable is detailed below:

8. Inventories

The cost of goods sold is presented in note 4(a).

9. Suppliers and other payables