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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

 

October 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 ¨

 

 

 

 
 

   

 
 

 

 

 
 

 

 

   
Three-month period ended September 30,
Nine-month period ended September 30,
  Notes 2026 2025 2026 2025
Net operating revenue 3(b) 54,462 56,701 156,154 153,919
Cost of goods sold and services rendered 4(a) (40,798) (36,077) (110,054) (102,309)
Gross profit   13,664 20,624 46,100 51,610
           
Operating expenses          
Selling and administrative 4(b) (814) (858) (2,502) (2,445)
Research and development   (973) (820) (2,594) (2,437)
Pre-operating and operational stoppage 12 (442) (275) (1,208) (1,200)
Other operating expenses, net 4(c) (2,003) (1,468) (6,505) (4,233)
Impairment and other results related to non-current assets, net 11, 13 and 27 (1,244) (1,996) (1,786) (4,195)
Operating income   8,188 15,207 31,505 37,100
           
Financial income 15 568 815 1,856 2,130
Financial expenses 15 (2,231) (2,162) (6,492) (6,674)
Other financial items, net 15 2,362 (510) 3,098 4,873
Equity results and other results in associates and joint ventures 23 and 26 (1,011) 877 (318) 853
Income before income taxes   7,876 14,227 29,649 38,282
           
Income taxes 5 (1,340) 444 (5,873) (3,251)
           
Net income   6,536 14,671 23,776 35,031
Net income attributable to noncontrolling interests   100 54 540 169
Net income attributable to Vale S.A.'s shareholders   6,436 14,617 23,236 34,862
           
Earnings per share attributable to Vale S.A.'s shareholders 6        
Basic earnings per common share (R$)   1.51 3.42 5.45 8.17
Diluted earnings per common share (R$)   1.51 3.42 5.44 8.16

 

 

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

 

3 
 

 

   
Three-month period ended September 30,
Nine-month period ended September 30,
  Notes 2026 2025 2026 2025
Net operating revenue 3(b) 30,375 35,067 87,320 95,483
Cost of goods sold and services rendered 4(a) (18,526) (18,636) (52,723) (52,236)
Gross profit   11,849 16,431 34,597 43,247
           
Operating expenses          
Selling and administrative 4(b) (423) (420) (1,265) (1,195)
Research and development   (665) (499) (1,787) (1,500)
Pre-operating and operational stoppage 12 (435) (269) (994) (1,092)
Equity results and others results from subsidiaries 26 2,438 2,799 8,247 5,372
Other operating expenses, net 4(c) (1,855) (1,124) (5,722) (3,163)
Impairment and other results related to  non-current assets, net 11, 13 and 27 (599) (1,677) (1,112) (3,254)
Operating income   10,310 15,241 31,964 38,415
           
Financial income 15 334 472 1,147 1,217
Financial expenses 15 (2,147) (2,072) (6,158) (6,388)
Other financial items, net 15 122 (663) (345) 3,915
Equity results and other results in associates and joint ventures 23 and 26 (1,011) 877 (318) 853
Income before income taxes   7,608 13,855 26,290 38,012
           
Income taxes 5 (1,172) 762 (3,054) (3,150)
           
Net income   6,436 14,617 23,236 34,862
           
Earnings per share attributable to Vale S.A.'s shareholders 6        
Basic earnings per common share (R$)   1.51 3.42 5.45 8.17
Diluted earnings per common share (R$)   1.51 3.42 5.44 8.16

 

 

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

 

4 
 

 

   
Consolidated
    Three-month period ended September 30, Nine-month period ended September 30,
  Notes 2026 2025 2026 2025
Net income   6,536 14,671 23,776 35,031
Other comprehensive income (loss):          
Items that will not be reclassified to income statement          
Retirement benefit obligations   183 (61) 212 228
    183 (61) 212 228
Items that may be reclassified to income statement          
Translation adjustments of foreign operations (i)   114 (3,147) (4,468) (9,143)
Hedge of net investment in foreign operation 17(a.iv) 7 384 890 2,047
Reclassification of cumulative translation adjustment to income statement   - - - 55
    121 (2,763) (3,578) (7,041)
Comprehensive income   6,840 11,847 20,410 28,218
           
Comprehensive income (loss) attributable to noncontrolling interests   125 (187) 331 (324)
Comprehensive income attributable to Vale S.A.'s shareholders   6,715 12,034 20,079 28,542

 

    Parent company
    Three-month period ended September 30, Nine-month period ended September 30,
  Notes 2026 2025 2026 2025
Net income   6,436 14,617 23,236 34,862
Other comprehensive income (loss):          
Items that will not be reclassified to income statement          
Retirement benefit obligations   (20) (12) (60) 142
Equity interests in other comprehensive income of subsidiaries   204 (49) 272 86
    184 (61) 212 228
Items that may be reclassified to income statement          
Translation adjustments of foreign operations (i)   88 (2,906) (4,259) (8,650)
Net investment hedge of foreign operations 17(a.iv) 7 384 890 2,047
Reclassification of cumulative translation adjustment to income statement   - - - 55
    95 (2,522) (3,369) (6,548)
Comprehensive income   6,715 12,034 20,079 28,542

(i) Includes the effect of changes in the exchange rates used by the Company to translate the financial information of investees operating in an international economic environment, with a currency different from the functional currency of Vale S.A. (note 30b).

 

 

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 interim financial statements.

 

5 
 

    Consolidated Parent company
Nine-month period ended September 30, Notes 2026 2025 2026 2025
Cash generated from operations 10 44,550 50,599 43,868 51,412
Payment of interest on loans, financing and other financial liabilities 21 (3,810) (3,935) (4,594) (4,996)
Receipts from the settlement of derivatives, net 17 3,593 2,121 1,674 2,041
Payments related to the Brumadinho event 22 (3,052) (3,312) (3,052) (3,312)
Payments related to de-characterization of dams 12 (1,176) (1,527) (1,176) (1,527)
Payments related to participative shareholder's debentures remuneration 20(b) (700) (760) (700) (760)
Payments of income taxes (including refinancing programs)   (4,298) (9,166) (2,284) (7,765)
Net cash generated by operating activities   35,107 34,020 33,736 35,093
           
Cash flow from investing activities:          
Acquisition of property, plant and equipment and intangible assets   (19,963) (21,559) (15,049) (16,198)
Payments related to the Samarco dam failure 23(a) (5,486) (11,776) (5,486) (11,776)
Cash received from disposal and acquisition of investments, net 27 – 5,332 – 5,332
Dividends received from associates and joint ventures   542 766 176 590
Short-term investment, net   1,266 1,089 1,092 824
Other investing activities, net   4,082 (48) 3,962 (613)
Net cash used in investing activities   (19,559) (26,196) (15,305) (21,841)
           
Cash flow from financing activities:          
Loans and borrowings from third parties 21 5,828 24,261 3,243 9,299
Payments of loans and borrowings to third parties 21 (10,533) (8,172) (2,749) (2,035)
Payments of leasing 19(b) (642) (590) (221) (148)
Dividends and interest on capital paid to Vale S.A.’s shareholders 25(d.i) (23,090) (19,456) (23,090) (19,456)
Shares buyback program 25(c) (1,091) – (1,091) –
Net cash used in financing activities   (29,528) (3,957) (23,908) (12,340)
           
Net (decrease) increase in cash and cash equivalents   (13,980) 3,867 (5,477) 912
Cash and cash equivalents at the beginning of the period   40,563 30,671 11,460 9,084
Effect of exchange rate changes on cash and cash equivalents   (1,501) (2,489) – –
Cash from subsidiaries classified as non-current assets held for sale   – (658) – –
Cash and cash equivalents of merged subsidiaries   – – 23 –
Cash and cash equivalents at end of the period   25,082 31,391 6,006 9,996

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6 
 

 

   
Consolidated
Parent company
  Notes September 30, 2026 December 31, 2025 September 30, 2026 December 31, 2025
Assets          
Current assets          
Cash and cash equivalents 16 25,082 40,563 6,006 11,460
Short-term investments 16 1,012 1,066 874 899
Accounts receivable 7 15,307 12,639 9,416 15,081
Other financial assets 20 4,137 2,517 1,904 1,425
Inventories 8 31,388 32,666 8,100 7,944
Recoverable taxes 5(d) 7,817 8,280 5,951 5,856
Other   2,922 2,914 1,975 2,271
    87,665 100,645 34,226 44,936
Non-current assets held for sale 27(a) 129 – – –
    87,794 100,645 34,226 44,936
Non-current assets          
Judicial deposits 24(c) 2,968 3,580 2,843 3,453
Other financial assets 20 5,881 2,637 3,818 1,230
Recoverable taxes 5(d) 9,101 9,768 7,861 8,608
Deferred income taxes 5(b) 31,136 34,761 21,855 24,899
Other   2,927 7,728 739 5,321
    52,013 58,474 37,116 43,511
           
Investments 26 27,736 27,674 137,626 133,861
Intangible assets 13 48,738 49,261 41,527 42,045
Property, plant, and equipment 11 241,916 240,040 165,691 159,608
    370,403 375,449 381,960 379,025
Total assets   458,197 476,094 416,186 423,961

 

Liabilities and shareholders' equity          
Current liabilities          
Suppliers and other payables 9 35,303 30,621 17,865 17,289
Loans and borrowings 18 6,164 2,847 4,532 960
Leases 19 834 884 346 329
Railway concession 14 2,739 3,138 2,739 3,138
Other financial liabilities 20 3,315 3,603 5,738 26,970
Taxes payable 5(d) 3,962 3,781 1,545 1,255
Settlement programs ("REFIS") 5(d) 2,439 2,328 2,439 2,328
Liabilities related to Brumadinho 22 3,660 4,168 3,660 4,168
Liabilities related to associates and joint ventures 23 3,860 5,955 3,860 5,955
De-characterization of dams and asset retirement obligations 12 5,403 4,774 4,724 4,208
Provisions for litigation 24(a) 848 794 848 794
Employee benefits 28 5,470 6,234 3,798 4,025
Dividends payable 25(d.i) 112 14,588 112 14,588
Other   4,489 3,605 3,298 2,672
    78,598 87,320 55,504 88,679
Liabilities associated with non-current assets held for sale 27(a) 1,029 – – –
    79,627 87,320 55,504 88,679
Non-current liabilities          
Loans and borrowings 18 84,663 96,932 31,299 35,134
Leases 19 2,283 2,794 733 831
Railway concession 14 9,145 10,034 9,145 10,034
Other financial liabilities 20 16,785 16,770 78,095 53,825
Settlement programs ("REFIS") 5(d) 2,688 4,314 2,688 4,314
Deferred income taxes 5(b) 885 588 – –
Liabilities related to Brumadinho 22 4,685 6,345 4,685 6,345
Liabilities related to associates and joint ventures 23 7,674 8,424 7,674 8,424
De-characterization of dams and asset retirement obligations 12 25,902 29,128 17,203 18,667
Provisions for litigation 24(a) 5,293 4,944 4,812 4,607
Employee benefits 28 5,914 6,680 2,570 2,489
Streaming transactions   10,008 10,831 – –
Other   2,927 2,064 7,020 6,313
    178,852 199,848 165,924 150,983
Total liabilities   258,479 287,168 221,428 239,662
           
Equity 25        
Equity attributable to Vale S.A.'s shareholders   194,758 184,299 194,758 184,299
Equity attributable to noncontrolling interests   4,960 4,627 – –
Total equity   199,718 188,926 194,758 184,299
Total liabilities and equity   458,197 476,094 416,186 423,961

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

 

7 
 

 

 
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, 2025   77,300 3,634 96,179 (19,781) (177) 27,144 - 184,299 4,627 188,926
Net income   - - - - - - 23,236 23,236 540 23,776
Other comprehensive income   - - - - 147 (3,304) - (3,157) (209) (3,366)
Capital Increase 25(a) 500 - (500) - - - - - - -
Dividends and interest on capital of Vale S.A.'s shareholders 25(d) - - - - - - (8,642) (8,642) - (8,642)
Dividends of noncontrolling interests   - - - - - - - - (1) (1)
Treasury shares canceled 25(b) - - (6,967) 6,967 - - - - - -
Capital transactions   - - - - (18) - - (18) 3 (15)
Shares buyback program 25(c) - - - (1,091) - - - (1,091) - (1,091)
Share-based payment programs 28(a) - - - 51 80 - - 131 - 131
Balance as of September 30, 2026   77,800 3,634 88,712 (13,854) 32 23,840 14,594 194,758 4,960 199,718
                       
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   - - - - - - 34,862 34,862 169 35,031
Other comprehensive income   - - - - 383 (6,703) - (6,320) (493) (6,813)
Dividends and interest on capital of Vale S.A.'s shareholders 25(d) - - (9,143) - - - (8,091) (17,234) - (17,234)
Dividends of noncontrolling interest   - - - - - - - - (24) (24)
Capital transactions   - - - - (64) - - (64) 6 (58)
Share-based payment programs 28(a) - - - 4 107 - - 111 - 111
Balance as of September 30, 2025   77,300 3,634 105,746 (19,781) (6) 24,463 26,771 218,127 6,606 224,733

 

 

 

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

 

8 
 

Consolidated Parent company
Nine-month period ended September 30, 2026 2025 2026 2025
Generation of value added        
Gross revenue        
Revenue from products and services 157,519 155,296 88,508 96,747
Revenue from the construction of own assets 2,709 4,730 2,488 4,462
Other revenues 1,339 1,061 979 893
Less:        
Cost of products, goods and services sold (36,130) (34,020) (18,932) (19,674)
Material, energy, third-party services and other (41,600) (40,243) (13,548) (14,571)
Impairment and other results related to non-current assets, net (1,786) (4,195) (1,112) (3,254)
Expenses related to Brumadinho event (1,937) (1,574) (1,937) (1,574)
De-characterization of dams 155 619 155 619
Other costs and expenses (12,917) (10,757) (8,280) (6,526)
Gross value added 67,352 70,917 48,321 57,122
Depreciation, amortization and depletion (13,794) (12,657) (8,578) (8,036)
Net value added 53,558 58,260 39,743 49,086
         
Received from third parties:        
Equity results (318) 853 7,929 6,225
Financial results 2,200 2,843 959 489
Total value added to be distributed 55,440 61,956 48,631 55,800
         
Personnel and charges        
Direct compensation 8,726 8,683 5,221 4,475
Benefits 4,161 3,491 2,355 2,788
FGTS 425 394 372 352
Taxes and contributions        
Federal taxes 11,416 8,111 7,545 7,699
State taxes 2,871 3,521 2,778 3,213
Municipal taxes 104 111 78 80
Remuneration of third-party capital        
Interest (net derivatives and monetary and exchange rate variation) 3,172 1,820 6,277 1,580
Leasing 789 794 769 751
Remuneration of own capital        
Reinvested net income from continuing operations 23,236 34,862 23,236 34,862
Net income attributable to noncontrolling interest 540 169 – –
Distributed value added 55,440 61,956 48,631 55,800

 

 

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

 

9 
 

 

 

 

10 
 

 

 

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. The shareholding structure is presented in note 25 to these interim 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 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 associates and joint ventures is presented in note 26.

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

Iron Ore Solutions

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

•       Iron ore. The Company operates three systems in Brazil for the production and distribution of iron ore:

North System. Composed of three mining complexes, the Carajás Railroad (Estrada de Ferro Carajás – EFC), and a maritime terminal.

Southeast System. Composed of three mining complexes, the Vitória–Minas Railway (Estrada de Ferro Vitória a Minas – EFVM), and maritime terminals.

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

 

•       Iron ore pellets and other ferrous products. Vale has a diversified portfolio of agglomerated products, including pellets and briquettes. The Company operates eight pelletizing plants in Brazil, two in Oman dedicated to pellet production, and two briquette plants in Brazil for briquette production.

 

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.

 
Vale Base Metals

The Vale Base Metals segment is operated by the holding company Vale Base Metals Limited (VBM), a Vale subsidiary headquartered in the United Kingdom, and comprises the production of nickel, copper, and their respective by-products. The Company also has streaming transactions related to nickel and copper by-products.

•       Nickel. The main operations are conducted by Vale Canada Limited (“Vale Canada”), which operates mines and processing plants in Canada and Brazil, as well as nickel refining facilities in the United Kingdom and Japan. In Canada, the Company produces copper concentrates and cathodes associated with its nickel operations in Sudbury (Ontario) and Voisey’s Bay (Newfoundland and Labrador), as well as refined cobalt in Long Harbour (Newfoundland and Labrador). In Sudbury, Canada, the ore extracted generates cobalt, PGMs, silver, and gold as by-products, which are processed at the refining facilities in Port Colborne (Ontario). In addition, the Company also holds investments in nickel operations in Indonesia through its associate PT Vale Indonesia Tbk.

 

•       Copper. In Brazil, the Company produces copper concentrates at Sossego and Salobo, located in Carajás, in the state of Pará. The copper operations at Sossego and Salobo also produce silver and gold as by-products.

 

 

 

2. Significant events and transactions related to the three-month period ended September 30, 2026

•Agreement to purchase 30% of equity interest in Ligga S.A. – In September 2026, the Company entered into a binding agreement to acquire a 30% equity interest in the mining company Ligga S.A. through the subscription of newly issued shares for an amount of R$979 (US$189 million). Completion of the transaction is expected to occur by the end of 2026 and is subject to customary closing conditions. Further details are presented in Note 27(b) to these interim financial statements.

 

11 
 

 

•Shareholders’ remuneration – In July 2026, the Board of Directors approved shareholders’ remuneration in the amount of R$8,642 (US$1,701 million), which was fully paid in September 2026. Further details are presented in Note 25(d) to these interim financial statements.
•New share buyback program – In July 2026, the Board of Directors approved a new share buyback program, which has started from August, 2026, after the termination of the previously existing program. Further details are set out in note 25(c) of these interim 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.

Segment Main activities
Iron Ore Solutions Comprises the extraction and production of iron ore, iron ore pellets, other ferrous products, and its logistic related services.  
Vale Base Metals Includes the extraction and production of nickel and its by-products (gold, silver, cobalt, and other metals), and copper, as well as its by-products (gold and silver).

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 26), and excluding (i) depreciation, depletion and amortization; and (ii) impairment and other results related to 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

    Consolidated
    Three-month period ended September 30, Nine-month period ended September 30,
  Notes 2026 2025 2026 2025
Iron ore   10,673 18,587 36,448 45,797
Iron ore pellets   2,650 2,791 7,272 8,616
Other ferrous products and logistics services   181 226 505 925
Iron Ore Solutions   13,504 21,604 44,225 55,338
           
Nickel   500 631 3,445 1,965
Copper   5,250 3,341 15,423 9,567
Others - Vale Base Metals   (68) (202) (369) (510)
Vale Base Metals   5,682 3,770 18,499 11,022
           
Unallocated items   (2,091) (1,609) (7,008) (5,259)
           
Adjusted EBITDA   17,095 23,765 55,716 61,101
           
Depreciation, depletion and amortization 10 (4,756) (4,136) (13,794) (12,657)
Impairment and other results related to non-current assets, net and other (i)   (2,469) (2,831) (5,823) (6,919)
Equity results and other results from associates and joint ventures (ii)   (2,693) (714) (4,912) (3,572)
Financial results 15 699 (1,857) (1,538) 329
Income before income taxes   7,876 14,227 29,649 38,282

 

(i) Includes R$(1,244) (US$(242) million) and R$(1,786) (US$(346) million) of results related to non-current assets net for the three and nine-month period ended September 30, 2026, respectively (2025: R$(1,996) (US$(370) million) and R$(4,195) (US$(755) million)), and R$(1,225) (US$(238) million) and R$(4,037) (US$(786) million) of expenses to reflect the performance of streaming transactions at market prices, for the three and nine-month period ended September 30, 2026, respectively (2025: R$(835) (US$(155) million) and R$(2,724) (US$(490) million)).

(ii) Includes the portion of equity-accounted results not attributable to the EBITDA of associates and joint ventures, as well as the effect of other results from associates and joint ventures.

 

12 
 

 


b) Net operating revenue by business segment and geographic area

  Consolidated
  Three-month period ended September 30, 2026
  Iron Ore Solutions Vale Base Metals  
  Iron ore Iron ore pellets Other ferrous products and logistics services Total Iron Ore Solutions Nickel Copper Others - Vale Base Metals Total Vale Base Metals Net operating revenue
China (i) 24,059 111 – 24,170 738 225 455 1,418 25,588
Japan 2,533 133 2 2,668 377 – – 377 3,045
Asia, except Japan and China 4,372 385 30 4,787 837 1,366 180 2,383 7,170
Brazil 1,069 1,768 845 3,682 187 – 32 219 3,901
United States of America – 370 – 370 1,427 – 68 1,495 1,865
Americas, except United States and Brazil – 410 – 410 681 – – 681 1,091
Germany 444 267 – 711 841 815 133 1,789 2,500
Europe, except Germany 551 359 – 910 1,438 4,341 200 5,979 6,889
Middle East, Africa, and Oceania – 2,200 – 2,200 213 – – 213 2,413
Net operating revenue 33,028 6,003 877 39,908 6,739 6,747 1,068 14,554 54,462

 

  Consolidated
  Three-month period ended September 30, 2025
  Iron Ore Solutions Vale Base Metals  
  Iron ore Iron ore pellets Other ferrous products and logistics services Total Iron Ore Solutions Nickel Copper Others - Vale Base Metals Total Vale Base Metals Net operating revenue
China (i) 29,511 78 – 29,589 644 641 78 1,363 30,952
Japan 2,550 411 2 2,963 425 – – 425 3,388
Asia, except Japan and China 3,777 363 49 4,189 766 980 1 1,747 5,936
Brazil 1,322 1,817 1,019 4,158 80 – 30 110 4,268
United States of America – 176 – 176 1,253 – 60 1,313 1,489
Americas, except United States and Brazil – 299 – 299 684 – – 684 983
Germany 394 141 – 535 411 732 4 1,147 1,682
Europe, except Germany 939 117 – 1,056 1,134 2,793 140 4,067 5,123
Middle East, Africa, and Oceania – 2,846 – 2,846 34 – – 34 2,880
Net operating revenue 38,493 6,248 1,070 45,811 5,431 5,146 313 10,890 56,701


(i) Includes operating revenue of China Mainland in the amount of R$25,040 (US$4,873 million) (2025: R$30,456 (US$5,604 million)) and Taiwan in the amount of R$548 (US$107 million) (2025: R$496 (US$91 million)).

 

 

13 
 

 

 

  Consolidated
  Nine-month period ended September 30, 2026
  Iron Ore Solutions Vale Base Metals  
  Iron ore Iron ore pellets Other ferrous products and logistics services Total Iron Ore Solutions Nickel Copper Others - Vale Base Metals Total Vale Base Metals Net operating revenue
China (i) 70,226 218 33 70,477 2,301 1,815 649 4,765 75,242
Japan 7,931 564 6 8,501 1,018 – – 1,018 9,519
Asia, except Japan and China 10,993 955 63 12,011 1,855 3,693 234 5,782 17,793
Brazil 3,599 5,408 2,504 11,511 533 – 69 602 12,113
United States of America – 929 6 935 3,921 – 281 4,202 5,137
Americas, except United States and Brazil – 1,156 – 1,156 2,203 – – 2,203 3,359
Germany 1,288 737 – 2,025 2,107 3,363 133 5,603 7,628
Europe, except Germany 2,453 830 9 3,292 4,717 10,640 445 15,802 19,094
Middle East, Africa, and Oceania – 5,978 – 5,978 291 – – 291 6,269
Net operating revenue 96,490 16,775 2,621 115,886 18,946 19,511 1,811 40,268 156,154

 

  Consolidated
  Nine-month period ended September 30, 2025
  Iron Ore Solutions Vale Base Metals  
  Iron ore Iron ore pellets Other ferrous products and logistics services Total Iron Ore Solutions Nickel Copper Others - Vale Base Metals Total Vale Base Metals Net operating revenue
China (i) 74,303 78 – 74,381 1,781 1,756 182 3,719 78,100
Japan 8,319 746 6 9,071 1,036 – – 1,036 10,107
Asia, except Japan and China 9,911 1,065 100 11,076 1,881 2,214 42 4,137 15,213
Brazil 4,097 5,864 3,048 13,009 304 – 95 399 13,408
United States of America – 873 – 873 3,675 – 214 3,889 4,762
Americas, except United States and Brazil – 841 1 842 2,251 – – 2,251 3,093
Germany 1,310 553 – 1,863 1,945 3,103 37 5,085 6,948
Europe, except Germany 3,242 382 – 3,624 3,696 6,832 204 10,732 14,356
Middle East, Africa, and Oceania – 7,688 – 7,688 244 – – 244 7,932
Net operating revenue 101,182 18,090 3,155 122,427 16,813 13,905 774 31,492 153,919

 

(i) Includes operating revenue of China Mainland in the amount of R$73,586 (US$14,310 million) (2025: R$76,547 (US$13,635 million)) and Taiwan in the amount of R$1,656 (US$322 million) (2025: R$1,553 (US$275 million)).

 

No customer individually represented 10% or more of the Company’s revenues in the periods presented above.

 

 

14 
 

 

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

  Consolidated
  Three-month period ended September 30,

Nine-month period ended September 30,

  2026 2025 2026 2025
Iron Ore 22,065 19,969 59,762 55,504
Iron Ore Pellets 3,669 3,690 10,177 10,221
Other ferrous products and logistics services 916 992 2,565 2,585
Iron Ore Solutions 26,650 24,651 72,504 68,310
         
Nickel 6,297 4,739 15,859 14,470
Copper 2,413 2,375 7,065 6,628
Others - Vale Base Metals 1,008 322 1,763 753
Vale Base Metals 9,718 7,436 24,687 21,851
         
Depreciation, depletion and amortization 4,430 3,990 12,863 12,148
Cost of goods sold and services rendered 40,798 36,077 110,054 102,309

 

d) Assets by geographic area

  Consolidated
  September 30, 2026 December 31, 2025
  Investments in associates and joint ventures Intangible assets Property, plant and equipment Total Investments in associates and joint ventures Intangible assets Property, plant and equipment Total
Brazil 15,132 48,698 193,180 257,010 14,268 49,210 185,732 249,210
Canada – 29 39,856 39,885 – 42 44,318 44,360
Americas, except Brazil and Canada – – 16 16 – – 20 20
Indonesia 9,698 – 5 9,703 10,138 – 348 10,486
China – 5 11 16 – 6 15 21
Asia, except Indonesia and China – – 2,991 2,991 – 1 3,429 3,430
Europe – 4 2,982 2,986 – – 3,393 3,393
Oman 2,906 2 2,875 5,783 3,268 2 2,785 6,055
Total 27,736 48,738 241,916 318,390 27,674 49,261 240,040 316,975

 

4. Costs and expenses by nature

a) Cost of goods sold and services rendered

  Consolidated
  Three-month period ended September 30, Nine-month period ended September 30,
  2026 2025 2026 2025
Services 7,650 7,056 21,647 19,783
Shipping and other freight costs 8,725 7,637 22,028 20,619
Depreciation, depletion and amortization 4,430 3,990 12,863 12,148
Personnel 4,640 4,039 13,190 11,985
Materials 4,485 4,115 11,981 11,818
Acquisition of products 4,824 3,775 11,519 10,565
Royalties 1,916 1,865 5,482 5,106
Fuel, oil and gas 1,835 1,643 4,975 4,824
Energy 1,150 849 3,143 2,339
Other 1,143 1,108 3,226 3,122
Total 40,798 36,077 110,054 102,309

 

15 
 

 

b) Selling and administrative expenses

  Consolidated
  Three-month period ended September 30, Nine-month period ended September 30,
  2026 2025 2026 2025
Personnel 330 356 1,001 1,047
Services 262 221 762 564
Depreciation and amortization 59 86 196 268
Other 163 195 543 566
Total 814 858 2,502 2,445

c) Other operating expenses, net

    Consolidated
    Three-month period ended September 30,

Nine-month period ended

September 30,

  Notes 2026 2025 2026 2025
Expenses related to Brumadinho event 22 796 430 1,937 1,574
Provisions (reversals) related to the de-characterization of dams and asset decommissioning obligations, net 12 175 (298) (157) (592)
Provision for litigations 24(a) 291 691 891 1,212
Profit sharing program   151 175 445 536
Expenses related to socio-environmental commitments   128 153 2,135 426
Other   462 317 1,254 1,077
Total   2,003 1,468 6,505 4,233

 

 

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:

  Consolidated Parent company
Three-month period ended September 30, 2026 2025 2026 2025
Income before income taxes 7,876 14,227 7,608 13,855
Income taxes at statutory rate (34%) (2,678) (4,837) (2,587) (4,711)
Adjustments that affect the taxes basis:        
Interest on capital 1,609 1,504 1,185 1,346
Tax incentives 717 1,627 9 1,166
Foreign exchange effects on tax losses and others (708) 777 (111) 515
Effects on tax computation of foreign operations (19) 54 (37) 36
Equity results 220 271 1,049 1,230
Provision related to Samarco (571) (59) (571) (59)
Tax effects arising from divestments and acquisitions, net – 73 – 73
Deduction of CSLL in Brazil – 688 – 688
Others 90 346 (109) 478
Income taxes (1,340) 444 (1,172) 762
Current tax (792) 1,596 32 2,229
Deferred tax (548) (1,152) (1,204) (1,467)
Income taxes (1,340) 444 (1,172) 762

 

 

16 
 

 

 

  Consolidated Parent company
Nine-month period ended September 30, 2026 2025 2026 2025
Income before income taxes 29,649 38,282 26,290 38,012
Income taxes at statutory rate (34%) (10,081) (13,016) (8,939) (12,924)
Adjustments that affect the taxes basis:        
Interest on capital 4,083 4,072 3,397 3,648
Tax incentives 3,225 4,731 891 3,447
Foreign exchange effects on tax losses and others (2,243) 1,023 (535) 329
Effects on tax computation of foreign operations (289) (469) (87) (15)
Equity results 531 567 3,335 2,401
Provision related to Samarco (822) (633) (822) (633)
Tax effects arising from divestments and acquisitions, net – (698) – (698)
Deduction of CSLL in Brazil – 688 – 688
Others (277) 484 (294) 607
Income taxes (5,873) (3,251) (3,054) (3,150)
Current tax (4,093) (1,129) (1,539) 563
Deferred tax (1,780) (2,122) (1,515) (3,713)
Income taxes (5,873) (3,251) (3,054) (3,150)

b) Deferred income tax assets and liabilities

  Consolidated
  Assets Liabilities Deferred taxes, net
Balance as of December 31, 2025 34,761 588 34,173
Effect in income statement (2,686) (905) (1,781)
Other comprehensive income (1,532) 88 (1,620)
Transfer between assets and liabilities 1,138 1,138 –
Translation adjustment (545) (24) (521)
Balance as of September 30, 2026 31,136 885 30,251
       
Balance as of December 31, 2024 51,050 2,757 48,293
Effect in income statement (2,510) (395) (2,115)
Other comprehensive income 4 2 2
Transfer between assets and liabilities (232) (232) –
Translation adjustment (969) (88) (881)
Incorporations, acquisitions and divestments (55) (1,694) 1,639
Balance as of September 30, 2025 47,288 350 46,938

c) Uncertain tax positions (“UTP”)

The amount under discussion with the tax authorities is R$42,364 (US$8,176 million) as of September 30, 2026 (December 31, 2025: R$39,617 (US$7,200 million)), which represents a potential tax liability to be recognized if the tax authorities do not accept the tax treatment adopted by the Company. Additionally, Vale would also be subject to a write-off of deferred tax asset in the amount of R$9,785 (US$1,889 million) as of September 30, 2026 (December 31, 2025: R$9,125 (US$1,658 million)), due to the reduction of tax losses and negative basis of the CSLL. The Company's total exposure is shown in the table below:

  Consolidated
  September 30, 2026 December 31, 2025
  Assessed (i) Potential (ii) Total Assessed (i) Potential (ii) Total
UTPs not recorded on statement of financial position            
Transfer pricing over the exportation of ores to a foreign subsidiary 28,837 9,950 38,787 26,517 9,950 36,467
Expenses of interest on capital 7,222 – 7,222 7,215 – 7,215
Proceeding related to income tax paid abroad 3,354 – 3,354 2,847 – 2,847
Goodwill amortization 5,930 416 6,346 5,547 422 5,969
Payments to Renova Foundation 4,343 1,525 5,868 4,034 1,525 5,559
Others 2,463 – 2,463 2,582 – 2,582
  52,149 11,891 64,040 48,742 11,897 60,639

 

(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.

 

17 
 

 

 

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

  Consolidated
  Current assets Non-current assets Current liabilities Non-current liabilities
  September 30, 2026 December 31, 2025 September 30, 2026 December 31, 2025 September 30, 2026 December 31, 2025 September 30, 2026 December 31, 2025
Value-added tax ("ICMS") 2,247 1,711 75 107 300 284 – –
Brazilian federal contributions ("PIS" and "COFINS") 1,912 1,144 7,124 7,117 13 11 – –
Income taxes 3,580 5,354 1,902 2,544 2,507 1,933 – –
Financial compensation for the exploration of mineral resources ("CFEM") – – – – 314 422 – –
Other 78 71 – – 828 1,131 – –
Total taxes payable and recoverable 7,817 8,280 9,101 9,768 3,962 3,781 – –
                 
REFIS liabilities (i) – – – – 2,439 2,328 2,688 4,314
Total REFIS liabilities – – – – 2,439 2,328 2,688 4,314

(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 15).

 

6. Basic and diluted earnings per share

The basic and diluted earnings per share are presented below:

  Three-month period ended September 30, Nine-month period ended September 30,
  2026 2025 2026 2025
Net income attributable to Vale S.A.'s shareholders 6,436 14,617 23,236 34,862
         
Thousands of shares        
Weighted average number of common shares outstanding 4,264,534 4,268,779 4,261,158 4,268,773
Weighted average number of common shares outstanding and potential ordinary shares 4,271,103 4,274,808 4,267,727 4,274,801
         
Earnings per share attributable to Vale S.A.'s shareholders        
Basic earnings per share (R$) 1.51 3.42 5.45 8.17
Diluted earnings per share (R$) 1.51 3.42 5.44 8.16

 

 

18 

 

19 
 

 

7. Accounts receivable

    Consolidated Parent company
  Notes September 30, 2026 December 31, 2025 September 30, 2026 December 31, 2025
Receivables from contracts with customers          
Third parties          
Iron Ore Solutions   8,875 7,021 1,777 1,205
Vale Base Metals   5,942 5,194 – –
Other   58 90 69 93
Related parties 29(b) 717 631 7,662 13,871
Accounts receivable   15,592 12,936 9,508 15,169
Expected credit loss   (285) (297) (92) (88)
Accounts receivable, net   15,307 12,639 9,416 15,081

 

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 16) and any fluctuations in the value of these receivables are presented as net operating revenue in the income statement. In the period ended September 30, 2026, the net operating revenue arising from fair value adjustments to provisionally priced contracts totaled R$205 (US$45 million).

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

  September 30, 2026
  Thousand metric tons Provisional price (US$/ton) Variation Effect on revenue (R$ million)
Iron ore 28,195 93 +-10% +-  1,354
Pellet 198 93 +-10% +- 10 
Copper 97 13,955 +-10% +- 720


8. Inventories

  Consolidated Parent company
  September 30, 2026 December 31, 2025 September 30, 2026 December 31, 2025
Finished products        
Iron Ore Solutions 16,744 17,520 5,248 4,989
Vale Base Metals 4,029 3,772 – –
  20,773 21,292 5,248 4,989
         
Work in progress 4,404 4,956 – –
Consumable inventory 6,217 6,428 2,852 2,959
         
Write-down to net realizable value (6) (10) – (4)
Total of inventories 31,388 32,666 8,100 7,944

 

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

 

 

 

20 
 

 

9. Suppliers and other payables

    Consolidated Parent company
  Notes

September 30, 2026

December 31, 2025

September 30, 2026

December 31, 2025
Third parties   33,021 29,335 16,313 16,489
Related parties 29(b) 2,282 1,286 1,552 800
Total   35,303 30,621 17,865 17,289

 

The financial liabilities presented as suppliers and other payables in the Company's statement of financial position represent the outstanding balance of invoices for purchases of goods and services, with an average payment term of approximately 60 days.

The Company is party to supplier finance arrangements ("Arrangements"), which have two distinct natures: (i) part of these arrangements is connected to the working capital strategy used in the Company's usual operating cycle, being the payment term extension limited to a short-term period, and (ii) part of these arrangements is intended to allow certain suppliers to advance their receivables with Vale arising from purchases of materials and services, without any type of change in value or payment terms for the Company. These Arrangements continue to be presented as suppliers in the Company's statement of financial position, as the terms and conditions of the original liabilities were not substantially modified. The carrying amount related to these transactions was R$7,450 (US$1,438 million) as of September 30, 2026 (R$7,627 (US$1,386 million) as of December 31, 2025), on a consolidated basis, and R$7,029 (R$6,711 as of December 31, 2025) for the Parent company, for which the suppliers had already received payment from the finance providers.

Financial charges related to the increase in payment terms are recognized in the financial results as "Interest on working capital transactions" (note 15). The financial charges and foreign exchange gains/losses recognized in the income statement for the nine-month period ended September 30, 2026 due to the Arrangements totaled R$908 (US$176 million) (2025: R$548 (US$96 million)) and R$9 (US$2 million) (2025: R$11 (US$2 million)), respectively.

 

10. Cash flows from operating activities

    Consolidated Parent company
Nine-month period ended September 30, Notes 2026 2025 2026 2025
Cash flow from operating activities:          
Income before income taxes   29,649 38,282 26,290 38,012
Adjusted for:          
Equity results from subsidiaries 26 – – (8,247) (5,372)
Equity results and other results in associates and joint ventures 26 318 (853) 318 (853)
Impairment and other results related to non-current assets, net 11, 13 and 27 1,786 4,195 1,112 3,254
Changes in estimates related to the provision of Brumadinho 22 39 302 39 302
Changes in estimates related to the provision of de-characterization of dams 12 (155) (649) (155) (649)
Depreciation, depletion and amortization   13,794 12,657 8,578 8,036
Financial results, net 15 1,538 (329) 5,356 1,256
Changes in assets and liabilities:          
Accounts receivable 7 (3,957) (32) (16,902) 9,116
Inventories 8 (1,683) (4,192) (1,084) (131)
Suppliers and contractors 9 5,479 4,332 574 2,677
Other assets and liabilities, net   (2,258) (3,114) 27,989 (4,236)
Cash generated from operations   44,550 50,599 43,868 51,412

 

 

21 

 

 

 

 

22 
 

 

11. Property, plant, and equipment

    Consolidated
  Notes Land Building and facilities Equipment Mineral properties Railway equipment Right-of-use assets Other Construction in progress Total
Balance as of December 31, 2025   3,623 100,805 24,995 23,479 13,143 3,340 13,116 57,539 240,040
Additions   – – – – – 136 – 19,022 19,158
Interest capitalization   – – – – – – – 143 143
Disposals   – (271) (41) (3) (49) – (14) (928) (1,306)
Asset retirement and environmental compensation obligations 12 – – – 235 – – – – 235
Depreciation, depletion and amortization   – (4,346) (2,649) (1,759) (689) (612) (1,727) – (11,782)
Translation adjustment   (43) (1,042) (625) (1,218) (7) (113) (340) (1,184) (4,572)
Transfers   308 8,831 3,747 7,574 1,001 – 1,774 (23,235) –
Balance as of September 30, 2026   3,888 103,977 25,427 28,308 13,399 2,751 12,809 51,357 241,916
Cost   3,888 187,028 64,012 85,861 24,296 8,529 31,621 51,357 456,592
Accumulated depreciation   – (83,051) (38,585) (57,553) (10,897) (5,778) (18,812) – (214,676)
Balance as of September 30, 2026   3,888 103,977 25,427 28,308 13,399 2,751 12,809 51,357 241,916
                     
Balance as of December 31, 2024   3,655 100,003 25,002 28,153 12,932 4,089 13,575 60,185 247,594
Additions   – – – – – 310 – 19,922 20,232
Interest capitalization   – – – – – – – 100 100
Disposals   (34) (271) (21) (39) (48) – (24) (2,512) (2,949)
Asset retirement and environmental compensation obligations 12 – – – 37 – – – – 37
Depreciation, depletion and amortization   – (4,431) (2,599) (1,842) (655) (604) (1,542) – (11,673)
Transfer to held for sale 27(a) – (1,888) (2,058) (6) – (212) (279) (326) (4,769)
Translation adjustment   (89) (1,896) (1,099) (891) (8) (356) (600) (2,721) (7,660)
Transfers   65 11,144 5,507 (3,653) 953 – 1,972 (15,988) –
Balance as of September 30, 2025   3,597 102,661 24,732 21,759 13,174 3,227 13,102 58,660 240,912
Cost   3,597 175,278 58,948 78,046 23,386 8,207 30,072 58,660 436,194
Accumulated depreciation   – (72,617) (34,216) (56,287) (10,212) (4,980) (16,970) – (195,282)
Balance as of September 30, 2025   3,597 102,661 24,732 21,759 13,174 3,227 13,102 58,660 240,912

 

23 
 

 

 

    Parent company
  Notes Land Building and facilities Equipment Mineral properties Railway equipment Right-of-use assets Other Construction in progress Total
Balance as of December 31, 2025   2,841 74,273 14,506 9,186 13,030 1,036 7,973 36,763 159,608
Additions   – – – – – 105 – 12,834 12,939
Interest capitalization   – – – – – – – 143 143
Disposals   – (240) (20) (2) (28) – (14) (411) (715)
Asset retirement and environmental compensation obligations 12 – – – 82 – – – – 82
Depreciation, depletion and amortization   – (2,949) (1,564) (678) (678) (229) (1,125) – (7,223)
Incorporation of subsidiaries   162 224 53 1 233 – 4 180 857
Transfers   171 6,580 2,160 1 698 – 1,575 (11,185) –
Balance as of September 30, 2026   3,174 77,888 15,135 8,590 13,255 912 8,413 38,324 165,691
Cost   3,174 117,471 33,453 15,546 24,023 3,197 21,072 38,324 256,260
Accumulated depreciation   – (39,583) (18,318) (6,956) (10,768) (2,285) (12,659) – (90,569)
Balance as of September 30, 2026   3,174 77,888 15,135 8,590 13,255 912 8,413 38,324 165,691
                     
Balance as of December 31, 2024   2,802 70,779 13,119 8,652 12,829 1,142 7,349 34,140 150,812
Additions   – – – – – 226 – 13,998 14,224
Interest capitalization   – – – – – – – 100 100
Disposals   (7) (185) (15) (38) (48) – (17) (1,548) (1,858)
Asset retirement and environmental compensation obligations 12 – – – 76 – – – – 76
Depreciation, depletion and amortization   – (2,877) (1,513) (591) (646) (207) (1,129) – (6,963)
Transfer to held for sale 27(a) – (1,290) (1) – – (178) (1) (165) (1,635)
Transfers   40 6,845 2,151 6 964 – 1,689 (11,695) –
Balance as of September 30, 2025   2,835 73,272 13,741 8,105 13,099 983 7,891 34,830 154,756
Cost   2,835 108,896 30,134 14,118 23,213 2,962 19,323 34,830 236,311
Accumulated depreciation   – (35,624) (16,393) (6,013) (10,114) (1,979) (11,432) – (81,555)
Balance as of September 30, 2025   2,835 73,272 13,741 8,105 13,099 983 7,891 34,830 154,756

For further details on right-of-use assets and lease liabilities, see note 19.

 

 

24 
 

 

12. Provision for de-characterization of dam structures and asset retirement obligations

The Company is subject to local laws and regulations, that require the decommissioning of the assets that Vale operates at the end of their useful lives, as well as the de-characterization of dams and dikes built using the upstream method, located in Brazil. Vale incorporates dam de-characterization and asset decommissioning into its risk management strategy and, as a result of the Brumadinho dam failure (note 22) and, in compliance with laws and regulations, the Company has decided to accelerate the plan to “de-characterize” of all its dams and dikes built under the upstream method in Brazil. These structures are in different stages of maturity, for which the estimate of expenditures includes in its methodology a high degree of uncertainty in the definition of the total cost of the project in accordance with best market practices.

Expenses related to demobilization occur after the end of operational activities and throughout the life of operations through progressive closures. In Brazil, these obligations are regulated at the Federal and State levels by ANM (National Mining Agency) and Environmental Agencies, respectively. Among the requirements, the closure plans must consider the physical, chemical and biological stability of the areas and post-closure actions for the period necessary to verify the effectiveness of the decommissioning. These obligations are provisioned and are subject to critical estimates and assumptions applied to the measurement of costs by the Company.

The Company also operates tailings dams in Canada, including upstream compacted dams. However, the Company decided that these dams will be decommissioned using other methods, thus, the provision to carry out the decommissioning of dams in Canada is recognized as “Obligations for decommissioning assets and environmental obligations”.

(Gains)/losses recognized in the income statement

  Consolidated Parent company
  Three-month period ended September 30, Nine-month period ended September 30, Three-month period ended September 30, Nine-month period ended September 30,
  2026 2025 2026 2025 2026 2025 2026 2025
De-characterization of upstream geotechnical structures 132 (286) (155) (649) 132 (286) (155) (649)
Obligation for asset decommissioning 41 (12) (2) 56 85 (22) (32) 36
Environmental obligations 2 – – 1 2 (2) – 1
Total 175 (298) (157) (592) 219 (310) (187) (612)

 

Provision changes during the period

    Consolidated
  Notes De-characterization of upstream geotechnical structures (i) Asset retirement obligations Environmental obligations Total
Balance as of December 31, 2025   11,536 19,921 2,445 33,902
Changes in estimates - amounts for closed plants charged to the income statement   (155) (2) – (157)
Changes in estimates – capitalized value for operational plants   – 201 34 235
Disbursements   (1,176) (827) (434) (2,437)
Monetary and present value adjustments   640 698 113 1,451
Transfer to assets held for sale 27(a) – (779) – (779)
Translation adjustments   – (825) (85) (910)
Balance as of September 30, 2026   10,845 18,387 2,073 31,305

 

 

25 
 

 

 

  Parent company
  De-characterization of upstream geotechnical structures (i) Asset retirement obligations Environmental obligations Total
Balance as of December 31, 2025 11,536 9,651 1,688 22,875
Changes in estimates - amounts for closed plants charged to the income statement (155) (32) – (187)
Changes in estimates – capitalized value for operational plants – 82 – 82
Disbursements (1,176) (642) (294) (2,112)
Monetary and present value adjustments 640 532 97 1,269
Balance as of September 30, 2026 10,845 9,591 1,491 21,927

(i) The cash outflows for de-characterization projects are estimated for a period up to 13 years and were discounted to present value at an annual rate in real terms, which decreased from 7.77% on December 31, 2025 to 7.64% on September 30, 2026.

 

Operational stoppage

The Company has suspended some operations due to judicial decisions or technical analysis performed by Vale regarding the safety of its geotechnical structures located in Brazil. The Company has been recording losses in relation to the operational stoppage and idle capacity in the amount of R$51 (US$10 million) and R$137 (US$27 million) for the three and nine-month period ended September 30, 2026, respectively (2025: R$58 (US$10 million) and R$176 (US$31 million), respectively). Vale is working on legal and security to resume operations.

 

Asset retirement obligations and environmental obligations

  Consolidated Parent company Discount rate Cash flow maturity
  September 30, 2026 December 31, 2025 September 30, 2026 December 31, 2025 September 30, 2026 December 31, 2025 September 30, 2026 December 31, 2025
Liability by geographical area                
Brazil 12,380 12,652 11,082 11,339 7.10% 7.17% 2163 2163
Canada 6,705 8,184 – – 1.92% 1.81% 2152 2152
Oman 793 843 – – 4.20% 3.48% 2035 2035
Other regions 582 687 – – 3.37% 2.75% – –
  20,460 22,366 11,082 11,339        
Operating plants 14,778 16,297 7,105 7,267        
Closed plants 5,682 6,069 3,977 4,072        
  20,460 22,366 11,082 11,339        

 

Financial guarantees

The Company has guarantees issued by financial institutions in the amount of R$6,296 (US$1,215 million) as of September 30, 2026 (December 31, 2025: R$6,240 (US$1,134 million), in connection with the asset retirement obligations for the operations from Vale Base Metals segment.

 

 

 

 

26 
 

 

13. Intangible assets

    Consolidated
  Notes Goodwill Concessions Software Research and development projects Patents Total
Balance as of December 31, 2025   7,136 39,016 443 7 2,659 49,261
Additions   – 953 135 – – 1,088
Disposals   – (2) – (4) – (6)
Amortization   – (1,160) (167) – (275) (1,602)
Translation adjustment   – – (3) – – (3)
Balance as of September 30, 2026   7,136 38,807 408 3 2,384 48,738
Cost   7,136 50,777 3,665 3 2,753 64,334
Accumulated amortization   – (11,970) (3,257) – (369) (15,596)
Balance as of September 30, 2026   7,136 38,807 408 3 2,384 48,738
               
Balance as of December 31, 2024   18,811 42,991 519 2,784 – 65,105
Additions   – 1,340 135 1 – 1,476
Disposals   – (25) – (4) – (29)
Amortization   – (1,163) (186) – – (1,349)
Impairment   (674) – – – – (674)
Transfer to held for sale 27(a) (752) (4,419) – (21) – (5,192)
Translation adjustment   (1,169) – (8) – – (1,177)
Balance as of September 30, 2025   16,216 38,724 460 2,760 – 58,160
Cost   16,216 49,231 3,541 2,760 – 71,748
Accumulated amortization   – (10,507) (3,081) – – (13,588)
Balance as of September 30, 2025   16,216 38,724 460 2,760 – 58,160

 

 

  Parent company
  Concessions Software

Research and development

projects

Patents Total
Balance as of December 31, 2025 39,016 370 – 2,659 42,045
Additions 953 105 – – 1,058
Disposals (2) – – – (2)
Amortization (1,160) (139) – (275) (1,574)
Balance as of September 30, 2026 38,807 336 – 2,384 41,527
Cost 50,777 2,221 – 2,750 55,748
Accumulated amortization (11,970) (1,885) – (366) (14,221)
Balance as of September 30, 2026 38,807 336 – 2,384 41,527
           
Balance as of December 31, 2024 38,509 430 2,754 – 41,693
Additions 1,328 103 – – 1,431
Disposals (25) – – – (25)
Amortization (1,088) (136) – – (1,224)
Balance as of September 30, 2025 38,724 397 2,754 – 41,875
Cost 49,231 2,095 2,754 – 54,080
Accumulated amortization (10,507) (1,698) – – (12,205)
Balance as of September 30, 2025 38,724 397 2,754 – 41,875

 

 

 

 

 

27 
 

 


14. Railway concessions

Liabilities related to the concession grants

The Company’s integrated operations encompass the railway concessions of the Vitória a Minas Railroad ("EFVM") and the Carajás Railroad ("EFC"). The EFVM railway connects the mines of the Southern System, located in the Quadrilátero Ferrífero region in the Brazilian state of Minas Gerais, to the Port of Tubarão in Vitória, Espírito Santo. The EFC railway links the mines of the Northern System in the Carajás region, in the state of Pará, to the Ponta da Madeira maritime terminal in São Luís, Maranhão. The liabilities related to these railway concessions are presented below:

  Consolidated Discount rate  
  December 31, 2025 Changes in estimates Monetary and present value adjustments Disbursements September 30, 2026 September 30, 2026 December 31, 2025 Remaining term of obligations
Payment obligation 7,379 (17) 477 (250) 7,589 7.43% - 11.04% 7.49% - 11.04% 31 years
Infrastructure investment 5,793 46 311 (1,855) 4,295 6.52% - 7.62% 7.15% - 9.10% 6 years
  13,172 29 788 (2,105) 11,884      
Current liabilities 3,138       2,739      
Non-current liabilities 10,034       9,145      
Liabilities 13,172       11,884      

In December 2020, the Company entered into an agreement with the Federal Government to extend its operating concessions for the EFC and EFVM for thirty years, extending the maturity date from 2027 to 2057.

Later, in January 2024, responding to a request from the Ministry of Transportation ("MT"), Vale, the National Land Transport Agency (“ANTT”), and the Brazilian Federal Government, resumed discussions on the general conditions of the concession agreements. In December, 2024, they established the general framework for a renegotiation of the concession agreements entered in December 2020, with the aim of promoting the modernization and updating of the existing contracts. This process was subject to evaluation and approval by the competent authorities and was to be formalized through a consensual solution discussed with the relevant bodies involved at the Brazilian Federal Court of Accounts. However, in August, 2025, within the context of the consensual solution conducted by the Brazilian Federal Court of Accounts, it was not possible to reach consensus among the parties within the established deadline.

In April 2026, Vale’s Board of Directors approved the continuation of negotiations related to the optimization of the EFC and EFVM concession agreements with the MT, ANTT, and Infra S.A., within the scope of their respective legal authorities. Any potential accounting impacts, if applicable, will be recognized in the period in which an agreement is signed.

Despite the ongoing discussions, the concession agreements remain in force, the Company remains in compliance with the established obligations, and continues to be committed to the general terms defined in the agreement entered into in December, 2024. Vale believes that the provisions recognized remain adequate to meet the obligations related to the existing concession agreements.

 

 

28 

 

 

 

 

 

29 
 

 

15. Financial results

    Three-month period ended September 30, Nine-month period ended September 30,
  Notes 2026 2025 2026 2025
Financial income          
Short-term investments   457 656 1,547 1,767
Others   111 159 309 363
    568 815 1,856 2,130
Financial expenses          
Interest on loans and borrowings 21 (1,189) (1,406) (3,810) (4,001)
Expenses from bonds repurchase   – – – (254)
Interest on working capital transactions 7 and 9 (299) (112) (909) (585)
Taxes on financial income   (98) (95) (238) (301)
Interest on other financial liabilities 5(d), 19 and 20(a) (174) (170) (556) (499)
Others   (471) (379) (979) (1,034)
    (2,231) (2,162) (6,492) (6,674)
Other financial items, net          
Foreign exchange and indexation gains (losses), net   (1,889) (1,064) (4,402) (2,902)
Participative shareholders' debentures 20(b) (177) (803) (407) (1,221)
Derivative financial instruments, net 17 4,428 1,357 7,907 8,996
    2,362 (510) 3,098 4,873
Total   699 (1,857) (1,538) 329

 

 

 

30 
 

 

16. Financial assets and liabilities

a) Classification

The Company classifies its financial instruments in accordance with the purpose for which they were acquired, and determines the classification and initial recognition according to the following categories:

  Consolidated
    September 30, 2026   December 31, 2025
Financial assets Notes Amortized cost At fair value through OCI At fair value through profit or loss Total Amortized cost At fair value through OCI At fair value through profit or loss Total
Current                  
Cash and cash equivalents (i)   25,082 – – 25,082 40,563 – – 40,563
Short-term investments (ii)   – – 1,012 1,012 – – 1,066 1,066
Derivative financial instruments 17 – – 4,115 4,115 – – 2,278 2,278
Accounts receivable 7 962 – 14,345 15,307 886 – 11,753 12,639
Loans - Related parties 29 22 – – 22 239 – – 239
    26,066 – 19,472 45,538 41,688 – 15,097 56,785
Non-current                  
Judicial deposits 24(c) 2,968 – – 2,968 3,580 – – 3,580
Restricted cash 20 37 – – 37 50 – – 50
Derivative financial instruments 17 – – 4,161 4,161 – – 1,115 1,115
Investments in equity securities 20 – 419 – 419 – 347 – 347
Loans - Related parties 29 1,264 – – 1,264 1,125 – – 1,125
    4,269 419 4,161 8,849 4,755 347 1,115 6,217
Total of financial assets   30,335 419 23,633 54,387 46,443 347 16,212 63,002
                   
Financial liabilities                  
Current                  
Suppliers and other payables 9 35,303 – – 35,303 30,621 – – 30,621
Derivative financial instruments 17 – – 682 682 – – 514 514
Loans and borrowings 18 6,164 – – 6,164 2,847 – – 2,847
Leases 19 834 – – 834 884 – – 884
Subordinate notes 20(a) 20 – – 20 22 – – 22
Railway concession 14 2,739 – – 2,739 3,138 – – 3,138
Other financial liabilities - Related parties 29 976 – – 976 1,293 – – 1,293
Other financial liabilities 20 1,637 – – 1,637 1,774 – – 1,774
    47,673 – 682 48,355 40,579 – 514 41,093
Non-current                  
Derivative financial instruments 17 – – 724 724 – – 287 287
Loans and borrowings 18 84,663 – – 84,663 96,932 – – 96,932
Leases 19 2,283 – – 2,283 2,794 – – 2,794
Subordinate notes 20(a) 3,843 – – 3,843 4,079 – – 4,079
Participative shareholders' debentures 20(b) – – 12,143 12,143 – – 12,403 12,403
Railway concession 14 9,145 – – 9,145 10,034 – – 10,034
Other financial liabilities 20 – – 75 75 – – 1 1
    99,934 – 12,942 112,876 113,839 – 12,691 126,530
Total of financial liabilities   147,607 – 13,624 161,231 154,418 – 13,205 167,623

 

 

 

(i) Includes R$7,484 (US$1,445 million) (2025: R$R$13,923 (US$2,531 million)) denominated in R$, R$15,813 (US$3,052 million) (2025: R$25,378 (US$4,612 million)) denominated in US$ and R$1,785 (US$344 million) (2025: R$1,262 (US$229 million)) denominated in other currencies.

(ii) It substantially comprises investments in debt securities and investments in exclusive investment funds, whose portfolio is composed of repo operations and bank certificates of deposit ("CDBs").

 

31 
 

 

 

b) Hierarchy of fair value

      Consolidated
    September 30, 2026 December 31, 2025
  Notes Level 1 Level 2 Total Level 1 Level 2 Total
Financial assets              
Short-term investments   159 853 1,012 180 886 1,066
Derivative financial instruments 17 – 8,276 8,276 – 3,393 3,393
Accounts receivable 7 – 14,345 14,345 – 11,753 11,753
Investments in equity securities 20 – 419 419 – 347 347
    159 23,893 24,052 180 16,379 16,559
               
Financial liabilities              
Derivative financial instruments 17 – 1,406 1,406 – 801 801
Participative shareholders' debentures 20(b) – 12,143 12,143 – 12,403 12,403
Other financial liabilities 20 – 75 75 – 1 1
    – 13,624 13,624 – 13,205 13,205

There were no transfers between levels 1 and 2 of the fair value hierarchy during the period presented. The Company had no financial assets or financial liabilities measured at fair value classified within level 3 for the periods presented.

c) Fair value of loans, borrowings and subordinated notes

Loans, borrowings and subordinated notes are measured at amortized cost. To determine the fair value of these financial instruments traded in secondary markets, the closing market quotations on the balance sheet dates were used. The carrying amount of the other financial liabilities measured at amortized cost represents a reasonable approximation of their respective fair value.

  Consolidated
  September 30, 2026 December 31, 2025
  Carrying amount Fair value Carrying amount Fair value
Bonds 40,016 38,679 42,273 44,209
Debentures 13,511 13,126 13,043 12,938
Total loans and borrowings 53,527 51,805 55,316 57,147
         
Subordinated notes 3,863 3,784 4,101 4,113

 

 

 

32 
 

 

17. Financial and capital risk management

Effects of derivatives on the statement of financial position

  Consolidated
  September 30, 2026 December 31, 2025
  Assets Liabilities Assets Liabilities
Foreign exchange and interest rate risk 6,448 1,301 3,234 729
Commodities price risk 1,828 96 159 72
Embedded derivatives – 9 – –
Total 8,276 1,406 3,393 801

Net exposure

    Consolidated
  September 30, 2026 December 31, 2025
Foreign exchange and interest rate risk (i) 5,147 2,505
Commodities price risk 1,732 87
Embedded derivatives (9) –
Total 6,870 2,592

(i) Includes a positive balance of R$2,699 (US$521 million) and R$988 (US$181 million) as of September 30, 2026, and December 31, 2025, respectively, related to transactions to mitigate foreign exchange and interest rate fluctuations on loans, borrowings and provisions related to Brumadinho and Samarco.

Effects of derivatives on the income statement

  Consolidated
  Gain (loss) recognized in the income statement
  Three-month period ended September 30, Nine-month period ended September 30,
  2026 2025 2026 2025
Foreign exchange and interest rate risk 2,098 1,208 4,972 8,906
Commodities price risk 2,329 149 2,944 88
Embedded derivatives 1 – (9) 2
Total 4,428 1,357 7,907 8,996

 

Effects of derivatives on the cash flows

  Consolidated
  Financial settlement inflows (outflows)
Nine-month period ended September 30, 2026 2025
Foreign exchange and interest rate risk 2,337 2,187
Commodities price risk 1,256 (66)
Total 3,593 2,121

a) Market risk

a.i) Foreign exchange and interest rates

  Notional Fair value Fair value by year
Flow September 30, 2026 December 31, 2025 September 30, 2026 December 31, 2025 2027 2028 2029+
Foreign Exchange and Interest Rate Derivatives US$ 14,343 US$ 9,201 5,147 2,505 785 1,527 2,835


The sensitivity analysis of these derivative financial instruments is presented as follows:

 

33 
 

 

 

Instrument's main risk events Fair value

Scenario I

(∆ of 25%)

Scenario II

(∆ of 50%)

R$ depreciation 5,147 (5,878) (17,698)
US$ interest rate inside Brazil decrease 5,147 3,788 2,240
Brazilian interest rate increase 5,147 1,099 (2,216)
TJLP interest rate decrease 5,147 5,147 5,147
IPCA index decrease 5,147 4,087 3,114
SOFR interest rate decrease 5,147 5,071 4,994

 

a.ii) Protection program for product prices and input costs

  Notional Fair value Fair value by year
Flow September 30, 2026 December 31, 2025 September 30, 2026 December 31, 2025 2027 2028 2029+
Brent crude oil (bbl)              
Options 25,398,189 22,224,999 1,325 (27) 551 774 –
               
Bunker (tons)              
Bunker fowards 480 – 279 – – 279 –
               
Forward Freight Agreement (days)              
Freight forwards 19,263 2,070 99 82 17 46 36
               
Fixed price Nickel sales protection (ton)              
Nickel forwards 28,398 3,557 29 29 51 (22) –

 

The sensitivity analysis of these derivative financial instruments is presented as follows:

Instrument Instrument's main risk events Fair value

Scenario I

(∆ of 25%)

Scenario II

(∆ of 50%)

Brent crude oil (bbl) Decrease in fuel oil price 1,604 (1,260) (3,809)
Forward Freight Agreement (days) Decrease in freight price 99 (25) (150)
Hedge for fixed-price nickel sales (tons) Decrease in nickel price 29 63 5

a.iii) Embedded derivatives in contracts

  Notional Fair value Fair value by year
Flow September 30, 2026 December 31, 2025 September 30, 2026 December 31, 2025 2027 2028 2029+
Embedded derivative (pellet price) in natural gas purchase agreement (volume/month)              
Call options 746,667 746,667 (9) – – – (9)

 

34 
 

 

The sensitivity analysis of these derivative financial instruments is presented as follows:

Instrument Instrument's main risk events Fair value

Scenario I

(∆ of 25%)

Scenario II

(∆ of 50%)

Embedded derivative (pellet price) in natural gas purchase agreement (volume/month)        
Embedded derivatives - Gas purchase Pellet price increase (9) (22) (49)

a.iv) Hedge accounting

  Consolidated
  Gain recognized in the other comprehensive income
  Three-month period ended September 30, Nine-month period ended September 30,
  2026 2025 2026 2025
Net investment hedge 7 384 890 2,047

 

b) Credit risk management

b.i) Financial Counterparties’ ratings

The transactions of derivative instruments, cash and cash equivalents, as well as short-term investments are held with financial institutions whose exposure limits are periodically reviewed and approved by the delegated authority. The financial institutions' credit risk is performed through a methodology that considers, among other information, ratings provided by international rating agencies.

The table below presents the ratings in foreign currency as published by Moody’s regarding the main financial institutions used by the Company to contract derivative instruments, cash and cash equivalents transaction.

 

  Consolidated
  September 30, 2026 December 31, 2025
  Cash and cash equivalents and investment Derivatives Cash and cash equivalents and investment Derivatives
Aa2 1,444 127 3,969 3
Aa3 118 37 – –
A1 9,322 2,986 16,056 933
A2 14 151 4 1
A3 2,830 695 7,370 336
Baa1 – – 2 –
Baa2 20 – 13 –
Baa3 187 – 299 –
Ba1 (i) 7,838 2,514 9,120 1,088
Ba2 (i) 4,321 1,766 4,796 1,032
  26,094 8,276 41,629 3,393

(i) A substantial part of the balances is held with financial institutions in Brazil which are deemed investment grade in local currency.

 

c) Liquidity risk management

The liquidity risk arises from the possibility that Vale might not perform its obligations on due dates, as well as face difficulties to meet its cash requirements due to market liquidity constraints.

The Company manages its cash on a consolidated basis and has sufficient capacity to meet its short-term obligations.

 

35 
 

 

18. Loans and borrowings

a) Outstanding balance of loans and borrowings by type and currency

    Consolidated
    Current liabilities Non-current liabilities
  Average interest rate (i) September 30, 2026 December 31, 2025 September 30, 2026 December 31, 2025
Quoted in the secondary market:          
US$ Bonds 6.05% – – 39,384 41,859
R$ Debentures 7.54% 233 313 12,918 12,581
Debt contracts in Brazil in (ii):          
R$, indexed to TJLP, TR, IPCA, IGP-M and CDI 9.75% 238 240 312 490
Basket of currencies and bonds in US$ indexed to SOFR   – – – 825
Debt contracts in the international market in:          
US$, with variable and fixed interest 5.28% 4,352 1,128 29,255 38,207
Other currencies, with fixed interest 5.73% 62 66 144 236
Other currencies, with variable interest 2.73% 27 27 2,650 2,734
Accrued charges   1,252 1,073 – –
Total   6,164 2,847 84,663 96,932

 

  Parent company
    Current liabilities Non-current liabilities
  Average interest rate (i)

September 30,

2026

December 31, 2025

September 30,

2026

December 31, 2025
Quoted in the secondary market:          
US$ Bonds 5.66% – – 2,545 2,703
R$ Debentures 7.54% 233 313 12,918 12,581
Debt contracts in Brazil in (ii):         –
R$, indexed to TJLP, TR, IPCA, IGP-M and CDI 9.75% 240 241 311 490
Basket of currencies and bonds in US$ indexed to SOFR   – – – 825
Debt contracts in the international market in:          
US$, with variable and fixed interest 5.31% 3,575 26 15,525 18,535
Accrued charges   484 380 – –
Total   4,532 960 31,299 35,134

(i) In order to determine the average interest rate for debt contracts with floating rates, the Company used the rate applicable as of September 30, 2026.

(ii) The Company entered into derivatives to mitigate the exposure to cash flow variations of all floating rate debt contracted in Brazil, resulting in an average cost of 3.17% per year in US$.

The reconciliation of loans and borrowings with the cash flows arising from financing activities is presented in note 21.

 

 

36 
 

 

b) Future flows of principal and interest of loans and borrowings payments

 

  Consolidated Parent company
  Principal Estimated future interest payments (i) Principal Estimated future interest payments (i)
2026 647 1,605 127 655
2027 4,656 4,982 4,048 1,922
2028 3,258 4,842 2,907 1,801
2029 15,325 4,663 4,528 1,625
From 2030 to 2032 23,883 9,839 9,552 3,537
2033 onwards 41,806 20,378 14,185 4,015
Total 89,575 46,309 35,347 13,555

(i) Based on interest rate curves and foreign exchange rates applicable as of September 30, 2026 and considering that the payments of principal will be made on their contracted payments dates. The amount includes the estimated interest not yet accrued and the interest already recognized in the annual financial statements.

c) Covenants

The Company's main financial covenants require it to maintain certain ratios, such as the leverage ratio and interest coverage ratio. Vale is also subject to non-financial covenants normally practiced in the market, such as compliance with certain governance and environmental standards, among others.

The Company is required to comply with these financial covenants at the end of each annual reporting period and there are no indications that Vale would have difficulties complying with them on the next measurement date, which will be as of December 31, 2026.

19. Leases

a) Right of use

          Consolidated
  December 31, 2025 Additions and contract modifications Depreciation Translation adjustment and others September 30, 2026
Ports 144 134 (66) (5) 207
Vessels 1,901 (2) (264) (112) 1,523
Pelletizing plants 497 (58) (121) – 318
Properties 455 1 (73) – 383
Energy plants 114 – (27) 9 96
Others 229 61 (61) (5) 224
Total 3,340 136 (612) (113) 2,751

b) Leases liabilities

              Consolidated
  December 31, 2025 Additions and contract modifications Payments (i) Interest Transfer to held for sale (note 27a) Translation adjustment and others September 30, 2026
Ports 170 134 (131) 5 – (5) 173
Vessels 1,926 (2) (278) 49 – (107) 1,588
Pelletizing plants 531 (58) (56) 13 – – 430
Properties 535 1 (93) 16 – – 459
Energy plants 239 – (41) 10 – (15) 193
Others 277 61 (43) 10 (22) (9) 274
Total 3,678 136 (642) 103 (22) (136) 3,117
Current liabilities 884           834
Non-current liabilities 2,794           2,283
Total 3,678           3,117

 

(i) The total amount of the variable lease payments not included in the measurement of lease liabilities was R$653 (US$127 million) recorded in the income statement for the nine-month period ended September 30, 2026 (2025: R$430 (US$77 million) in the nine-month period ended September 30, 2025).

 

 

 

37 
 

 

Annual minimum payments and remaining lease term

The following table presents the undiscounted lease obligation by maturity date. The lease liability recognized in the statement of financial position is measured at the present value of such obligations.

 

                Consolidated
  2026 2027 2028 2029 2030 onwards Total Remaining term (years) Discount rate
Ports 2 63 9 9 123 206 17 4% to 6%
Vessels 92 361 308 259 715 1,735 1 to 7 4%
Pelletizing plants 117 125 109 32 116 499 1 to 7 2% to 5%
Properties 28 111 106 81 164 490 1 to 13 2% to 6%
Energy plants 7 26 26 26 145 230 1 to 4 5%
Others 26 82 62 35 20 225 1 to 4 3% to 6%
Total 272 768 620 442 1,283 3,385    

Additionally, the Company is a lessee in lease agreements that have not yet commenced, related to the implementation of tailings reprocessing plants at Vale's operations as part of the Waste to Value program. These leases are expected to commence in 2027, with contractual terms ranging from five to seven years. The nominal amount of fixed lease payments under these agreements is R$72 (US$14 million) in 2027, R$207 (US$40 million) in 2028, R$207 (US$40 million) in 2029 and R$511 (US$99 million) from 2030 onwards.

20. Other financial assets and liabilities

    Consolidated
    Current Non-Current
  Notes September 30, 2026 December 31, 2025 September 30, 2026 December 31, 2025
Other financial assets          
Restricted cash   – – 37 50
Derivative financial instruments 16 4,115 2,278 4,161 1,115
Investments in equity securities   – – 419 347
Loans - Related parties 29(b) 22 239 1,264 1,125
    4,137 2,517 5,881 2,637
Other financial liabilities          
Derivative financial instruments 16 682 514 724 287
Subordinated notes 20(a) 20 22 3,843 4,079
Participative shareholders’ debentures 20(b) – – 12,143 12,403
Other financial liabilities - Related parties 29(b) 976 1,293 – –
Other   1,637 1,774 75 1
    3,315 3,603 16,785 16,770

 

 

38 
 

 

 

    Parent company
    Current Non-Current
  Notes September 30, 2026 December 31, 2025 September 30, 2026 December 31, 2025
Other financial assets          
Restricted cash   – – 36 30
Derivative financial instruments 16 1,904 1,425 3,657 1,073
Investments in equity securities   – – 125 127
    1,904 1,425 3,818 1,230
Other financial liabilities          
Derivative financial instruments 16 548 383 649 208
Pre-export payments - Related parties 29(b) 3,169 24,302 65,228 41,213
Participative shareholders’ debentures 20(b) – – 12,143 12,403
Other financial liabilities - Related parties 29(b) 1,998 2,285 – –
Other   23 – 75 1
    5,738 26,970 78,095 53,825

 

a) Subordinated notes

These instruments mature in 2056 and have payment priority only over share capital, being subordinated to all of Vale’s financial and non-financial obligations.

Remuneration is paid through semiannual interest at an initial rate of 6% per year. However, the Company holds the right to defer the payment of such interest until the maturity of the principal, subject to events under its control.

In February 2026, the Company paid remuneration on these subordinated instruments in the amount of R$59 (US$11 million).

b) Participative shareholders' debentures

The impact of the participative shareholders' debentures on the financial results is presented in note 15, and the weighted-average price of secondary-market trades in the last month of period year is presented below:

  Average price (R$)
Three-month period ended September 30, 2026 2025
Participative shareholders’ debentures 40.59 36.54

On October 1st, 2026 (subsequent event), the Company made available for withdrawal as remuneration the amount of R$512 (US$99 million) for the first semester of 2026 (2025: R$598 (US$112 million) for the first semester of 2025). 

On April 1st, 2026, the Company made available for withdrawal as remuneration the amount of R$700 (US$139 million) for the second semester of 2025 (2025: R$760 (US$132 million) for the second semester of 2024).

 

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21. Cash flows from financing activities

Reconciliation of cash flows from liabilities arising from financing activities

  Consolidated
  Quoted in the secondary market Other debt contracts in Brazil Other debt contracts on the international market Total loans and borrowings Subordinated notes Total
Balance as of December 31, 2025 55,316 1,570 42,893 99,779 4,101 103,880
Additions – – 5,828 5,828 – 5,828
Payments (208) (964) (9,361) (10,533) – (10,533)
Interest paid (i) (1,934) (67) (1,634) (3,635) (175) (3,810)
Cash flow from financing activities (2,142) (1,031) (5,167) (8,340) (175) (8,515)
Effect of exchange rate (2,187) (17) (2,705) (4,909) (237) (5,146)
Interest accretion 2,540 30 1,727 4,297 174 4,471
Non-cash changes 353 13 (978) (612) (63) (675)
Balance as of September 30, 2026 53,527 552 36,748 90,827 3,863 94,690
             
Balance as of December 31, 2024 52,879 2,088 36,631 91,598 – 91,598
Additions 10,324 – 13,937 24,261 – 24,261
Payments (2,079) (183) (5,910) (8,172) – (8,172)
Interest paid (i) (2,128) (117) (1,690) (3,935) – (3,935)
Cash flow from financing activities 6,117 (300) 6,337 12,154 – 12,154
Transfer to held for sale (1,206) (170) – (1,376) – (1,376)
Effect of exchange rate (6,506) (97) (5,461) (12,064) – (12,064)
Interest accretion 3,016 69 1,501 4,586 – 4,586
Non-cash changes (4,696) (198) (3,960) (8,854) – (8,854)
Balance as of September 30, 2025 54,300 1,590 39,008 94,898 – 94,898

(i) Classified as operating activities in the statement of cash flows.

Fundings in 2026

•In the second quarter of 2026, the Company contracted loans of R$812 (US$161 million), indexed to SOFR plus spread adjustments, with maturities between 2027 and 2031.
•In the first quarter of 2026, the Company contracted loans of R$5,016 (US$962 million) indexed to SOFR plus spread adjustments with maturities between 2027 and 2031.

Payments in 2026

•In October 2026 (subsequent event), the Company paid interest on debentures in the amount of R$207 (US$40 million).
•In the third quarter of 2026, the Company settled loans of R$4,258 (US$829 million).
•In the second quarter of 2026, the Company settled loans of R$415 (US$81 million) and paid interest on debentures in the amount of R$399 (US$79 million).
•In the first quarter of 2026, the Company settled loans of R$5,864 (US$1,117 million).

 

Fundings in 2025

•In the third quarter of 2025, the Company contracted loans of R$5,586 (US$1,011 million) indexed to SOFR or LPR adjusted for spread adjustments with maturities between 2028 and 2030.
•In the second quarter of 2025, the Company (i) contracted loans of R$3,326 (US$596 million), indexed to SOFR plus spread adjustments, with maturities between 2026 and 2030, and (ii) issued debentures of R$6 billion (US$1,080 million), indexed to Brazilian Consumer Price Index (IPCA) plus 6.76% to 6.89% per year, paid semi-annually. The issuance was structured in three series of R$2 billion (US$363 million) each, maturing in 2032, 2035, and 2037. The proceeds will be used in infrastructure investment projects related to railway concessions.
•In the first quarter of 2025, the Company (i) contracted loans of R$5,025 (US$861 million) indexed to SOFR plus spread adjustments with maturities between 2026 and 2029, and (ii) issued bonds of R$4,324 (US$750 million) with a coupon of 6.40% per year, payable semi-annually, and maturing in 2054.

Payments in 2025

•In the third quarter of 2025, the Company settled loans of R$2,490 (US$449 million).
•In the second quarter of 2025, the Company paid interest on debentures in the amount of R$164 (US$28 million).
•In the first quarter of 2025, the Company settled loans of R$862 (US$150 million) and redeemed notes maturing in 2034, 2036, and 2039 in the total amount of R$1,890 (US$329 million) and paid a premium of R$254 (US$44 million), recorded as “Bond premium repurchase” in the financial results of the period.

 

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22. Brumadinho dam failure

In January 2019, a tailings dam (“Dam I”) experienced a failure at the Córrego do Feijão mine, in the city of Brumadinho, state of Minas Gerais, Brazil. The failure released a flow of tailings debris, destroying some of Vale’s facilities, affecting local communities and disturbing the environment. The tailings released have caused an impact of around 315 km in extension, reaching the nearby Paraopeba River. The dam failure in Brumadinho (“event”) resulted in 270 fatalities or presumed fatalities, including two pregnant women, and caused extensive property and environmental damage in the region.

As a result of the dam failure, the Company recognized provisions to meet its assumed obligations, including indemnification to those affected by the event, remediation of the impacted areas and compensation to the society. In addition, the Company has incurred expenses, which have been recognized straight to the income statement, in relation to tailings management, communication services, humanitarian assistance, payroll, legal services, water supply, among others.

(Gains)/losses recognized in the income statement

  Three-month period ended September 30,

Nine-month period ended

September 30,

  2026 2025 2026 2025
Integral Reparation Agreement 63 (16) 59 (186)
Other obligations (23) 38 (20) 488
Incurred expenses 756 421 2,489 1,316
Insurance – (13) (591) (44)
Expenses related to Brumadinho event 796 430 1,937 1,574

Changes in the provision in the period

  Consolidated
  December 31, 2025 Changes in  estimates Monetary and present value adjustments Disbursements September 30, 2026
Integral Reparation Agreement          
Payment obligations 1,040 – 70 (559) 551
Provision for socio-economic reparation and others 1,745 75 168 (573) 1,415
Provision for social and environmental reparation 2,836 (16) 259 (788) 2,291
  5,621 59 497 (1,920) 4,257
Other obligations          
Tailings containment, geotechnical safety and environmental reparation 2,981 (34) 223 (598) 2,572
Individual indemnification 413 9 35 (149) 308
Other 1,498 5 90 (385) 1,208
  4,892 (20) 348 (1,132) 4,088
           
Liability 10,513 39 845 (3,052) 8,345

The cash flow for obligations is estimated for an average period ranging from 4 to 6 years and were discounted to the present value at a rate in real terms, which decreased from 8.07% on December 31, 2025 to 7.20% on September 30, 2026.

 

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Judicial Settlement for Integral Reparation

On February 4, 2021, the Company entered into a Judicial Settlement for Integral Reparation (“Global Settlement”), which was under negotiations since 2019, with the State of Minas Gerais, the Public Defender of the State of Minas Gerais and the Federal and the State of Minas Gerais Public Prosecutors Offices, to repair the environmental and social damage resulting from the Dam I rupture. As a result of the Global Settlement, the requests for the reparation of socioenvironmental and socioeconomic damages caused by the dam failure were substantially resolved.

The Global Settlement includes: (i) payment obligations, of which the funds will be used directly by the State of Minas Gerais and Institutions of Justice for socioeconomic and socioenvironmental compensation projects; (ii) performance obligation related to socioeconomic projects in Brumadinho and other 25 municipalities from the Paraopeba River Basin; and (iii) performance obligations related to compensation of the environmental damage caused by the dam failure. These obligations are projected for an average period of 4 to 6 years.

In addition, the Global Settlement addresses the diffuse and collective socioeconomic damages resulting from the disaster, with the exception of supervening damages, individual damages and homogeneous individual damages of a divisible nature, in accordance with the claims of the lawsuits not extinguished by the Global Settlement.

For the measures described in items (i) and (ii), the amounts are specified in the Global Settlement. For the execution of the environmental recovery, actions have no cap limit, despite having been estimated in the Global Settlement due to the Company's legal obligation to fully repair the environmental damage caused by the dam failure. Therefore, although Vale is monitoring this provision, the amount recorded could materially change depending on several factors that are not under the Company’s control.

Other obligations

The Company is also working to ensure geotechnical safety of the remaining structures at the Córrego do Feijão mine, in Brumadinho, and the removal and proper disposal of the tailings of Dam I, including dredging part of the released material and de-sanding from the channel of the river Paraopeba.

For the individual indemnification, Vale and the Public Defendants of the State of Minas Gerais formalized an agreement on April 5, 2019, under which those affected by the Brumadinho’s dam failure may join an individual or family group out-of-court settlement agreements for the indemnification of material, economic and moral damages. This agreement establishes the basis for a wide range of indemnification payments, which were defined according to the best practices and case law of Brazilian Courts, following rules and principles of the United Nations.

Legal Proceedings

Class and individual actions in the United States

Vale is defending itself against a class action brought before a Federal Court in New York and filed by holders of securities - American Depositary Receipts ("ADRs") - issued by Vale.

In November 2021, a new complaint was filed by eight investment funds that chose to seek redress for alleged damages independently and separately from the class members of the main action, with, for the most part, similar allegations to those presented in the main class action. In March 2026, the Court granted Vale's request and dismissed the portion of the claims brought by these investment funds that was not aligned with the claims asserted in the main class action.

In April 2026, the Court granted Vale’s request to exclude, in its entirety, the damages calculation model prepared by the plaintiffs’ expert in the class action lawsuit. The parties commenced the discovery phase in May 2026.

In August 2026, the Court established a timetable for the parties’ submissions in connection with the summary judgment briefing.

The likelihood of loss of these proceedings is considered possible. However, considering the current phase of these lawsuits, including the fact that the claimants have not specified the amounts of the alleged damages in their respective claims, it is not yet possible to reliably estimate the amount of a potential loss.

 

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Arbitration proceedings in Brazil filed by shareholders, a class association and foreign investment funds

In Brazil, Vale is defending itself in four arbitration proceedings in which the claimants seek compensation for alleged damages resulting from the devaluation of the Company’s shares. The claims are based on the allegation that the Company was aware of the risks related to the safety of the Brumadinho dam and failed to disclose such risks to its shareholders.

Among these proceedings, only one does not have an estimated value assigned by the claimants. In the others:

•Arbitration filed by foreign legal entities, the claimants estimated losses of approximately R$1,800 (US$347 million), plus interest and monetary adjustment.
•Arbitration also filed by foreign legal entities, the estimated amount was approximately R$3,900 (US$753 million), subject to interest and monetary adjustment.
•Proceeding filed by 384 minority shareholders, the amount in dispute was set at R$3,000 (US$579 million), related to a single event, subject to interest and monetary adjustment, and may be increased at a later stage as alleged by the claimants.
•Arbitration initiated by foreign legal entities, with no estimated amount assigned by the claimants.

The Company disputes all ongoing proceedings and classifies the likelihood of loss as possible. However, given the early stage of the arbitration proceedings and the lack of detailed claims and grounds, it is not possible at this time to reliably estimate the amount of any potential loss.

 

 

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23. Liabilities related to associates and joint ventures

In November 2015, the Fundão tailings dam owned in Mariana, Minas Gerais, by Samarco Mineração S.A. (“Samarco”) experienced a failure, flooding certain communities and impacting communities and the environment along the Doce River. The dam failure resulted in 19 fatalities and caused property and environmental damage to the affected areas. Samarco is a joint venture equally owned by Vale S.A. and BHP Billiton Brasil Ltda. (‘‘BHPB’’).

In October 2024, Vale, Samarco and BHPB, together with the Brazilian Federal Government, the State Governments of Minas Gerais and Espírito Santo, the Federal and State Public Prosecutors’ and Public Defenders’ Offices and other Brazilian public entities (jointly, “the Parties”) entered into an agreement for the integral and definitive reparation of the impacts derived from the Fundão dam collapse, in Mariana, Minas Gerais ("Definitive Settlement") which was ratified in November 2024, as shown in item b) below.

a) Changes in provision related to the Samarco dam failure

The changes on the provision are presented below:

  Total
Balance as of December 31, 2025 14,379
Changes in estimates (i) 1,879
Monetary and present value adjustments 762
Disbursements (5,486)
Balance as of September 30, 2026 11,534

The cash outflows to meet the obligations are discounted to present value at an annual rate in real terms of 7.58% on September 30, 2026 (7.66% on December 31, 2025).

(i) The main effect in the period resulted from the commitment assumed by Samarco in supporting structural investments in the Rio Doce basin region, resulting in an additional provision of R$933 (US$181 million).

b) Definitive Settlement for the full reparation

The Definitive Settlement, estimated in R$170 billion (US$32.6 billion), replaced all previous agreements and covers both disbursements made prior to its ratification and new financial commitments, which will be paid over 20 years in remediation and compensation actions. In addition, it provides for initiatives to be implemented by Samarco, with disbursements estimated to occur within the three years following ratification.

Samarco has primary responsibility for the obligations, while Vale and BHPB hold subsidiary responsibility, in proportion to their 50% ownership interests, in case Samarco fails to comply such obligations. The judicial ratification of the agreement extinguished several significant lawsuits filed in Brazil, for which the requests for dismissal were jointly submitted by Vale, BHPB, and Samarco.

In August 2026, the adherence of an additional 19 municipalities that were already originally eligible,  including Mariana, to the Definitive Settlement was confirmed, bringing the total number of participating municipalities to 45 out of 49. As a consequence, the municipalities are required to withdraw from lawsuits related to the Fundão dam failure in Brazil and abroad.

c) Remaining legal proceedings

With the Definitive Agreement, the public civil actions brought by the Brazilian Justice Institutions and Brazilian public authorities were substantially resolved and the parameters for compliance with the reparation and compensation for damages were defined. Thus, the remaining most relevant legal proceedings are shown below:

Claims in the United Kingdom and the Netherlands

In July 2024, Vale and BHP have entered into a confidential agreement without any admission of liability pursuant to Vale and BHP will share equally any potential payment obligations arising from the UK and Dutch Claims, described below.

United Kingdom claim - As a result of the rupture of Samarco’s Fundão dam failure, BHP Group Ltd (“BHP”) was named as defendant in group action claims for damages filed in the courts of England and Wales for approximately 610,000 claimants, between individuals, companies and municipalities from Brazil that were supposedly affected by the Samarco dam failure (the “UK Claim”).

 

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The proceedings were structured in separate phases, with the first phase resulting in a finding of liability against BHP, while upholding the terms of the settlement agreements entered into in Brazil. As a result of these terms, the claimants have acknowledged, to date, a reduction in the number of claimants to approximately 442,000.

As a result of this decision, the Company reassessed the likelihood of loss in relation to this proceeding as probable, and recognized an additional provision of R$2,450 (US$449 million), corresponding to its 50% interest in Samarco, in the income statement as "Equity results and other results in associates and joint ventures", which is presented in the statement of financial position as "Liabilities related to associates and joint ventures", as it is associated with the failure of the Fundão tailings dam, owned by Samarco.

Preparations are currently underway for the second phase of the trial. This phase will analyze general matters related to causal link and alleged damages, and in this phase parties will need to produce evidence. The judgment of this case is foreseen to take place between April 2027 and March 2028. Case management conferences (“CMCs”) are scheduled to take place in the fourth quarter of 2026, and an ongoing dispute between two law firms concerning the representation of the claimants may affect the procedural timetable.

Following the mediation process conducted in Brazil, the claims of 18 municipalities, including Mariana, that recently adhered to the Definitive Settlement were discontinued from the UK proceedings, as confirmed by a court ruling issued in September 2026.

Netherlands proceeding - A proceeding was filed against the Company by certain Brazilian municipalities, a company, and a foundation that represents thousands of individuals and some entities, alleging that they were affected by the failure of Samarco’s Fundão dam in 2015.

In March 2024, a court in Amsterdam granted a preliminary injunction freezing the shares in Vale Holdings B.V., a wholly owned subsidiary incorporated in the Netherlands, and the economic rights attached to those shares, for securing the approximate amount of R$5,443 (EUR926 million). Following the adherence of additional municipalities to the Definitive Settlement from 2025 to 2026, the amount was reduced to R$4,208 (EUR716 million).

In October 2025, Vale submitted its jurisdictional defense in response to the lawsuit filed against the Company, and the hearing for the first stage of the proceedings took place in July 2026. The Court provisionally scheduled a jurisdictional ruling for November 2026, although the date may be subject to change depending on the Court’s calendar.

The likelihood of loss of this proceeding is considered possible. However, considering the initial phase, it is not yet possible to reliably estimate the amount of a potential loss, and an estimate may become quantifiable as the case progresses.

 

 

 

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24. Legal and administrative proceedings

The Company is a defendant in numerous legal and administrative actions in the ordinary course of business, including civil, tax, environmental and labor proceedings.

The Company makes use of estimates to recognize the amounts and the probability of outflow of resources, based on reports and technical assessments and on management’s assessment. Provisions are recognized for probable losses of which a reliable estimate can be made.

Arbitral, legal and administrative decisions against the Company, new jurisprudence and changes of existing evidence can result in changes regarding the probability of outflow of resources and on the estimated amounts, according to the assessment of the legal basis.

The lawsuits related to Brumadinho event (note 22) and the Samarco dam failure (note 23) are presented in its specific notes to these financial statements and, therefore, are not disclosed below.

a) Provision for legal and administrative proceedings

(Gains)/losses recognized in the income statement

  Consolidated
  Three-month period ended September 30, Nine-month period ended September 30,
  2026 2025 2026 2025
Tax litigations 117 346 44 359
Civil litigations 10 39 82 (187)
Labor litigations 177 317 778 865
Environmental litigations (13) (13) (13) 170
Total 291 689 891 1,207

Changes in the provisions in the period

          Consolidated
  Tax litigation Civil litigation Labor litigation Environmental litigation Total of litigation provision
Balance as of December 31, 2025 1,196 822 3,615 105 5,738
Additions and reversals, net 44 82 778 (13) 891
Payments (226) (70) (617) – (913)
Indexation and interest 123 51 249 2 425
Balance as of September 30, 2026 1,137 885 4,025 94 6,141

The Company has considered all information available to assess the likelihood of an outflow of resources and in the preparation of the estimate of the costs that may be required to settle the obligations.

Tax litigations – The Company is party to several administrative and legal proceedings related mainly to the incidence of Brazilian federal contributions ("PIS" and "COFINS"), Value-added tax ("ICMS") and other taxes. The tax litigation related to income taxes is presented in note 5(c).

Civil litigations – Refers to lawsuits for: (i) indemnities for losses, payments and contractual fines due to contractual imbalance or non-compliance that are alleged by suppliers, and (ii) land claims referring to real estate Vale's operational activities.

Labor litigations – Refers to lawsuits for claims by in-house employees and service providers, primarily involving demands for additional compensation for overtime work, moral damages or health and safety conditions.

Environmental litigations – Refers mainly to proceedings for environmental damages and issues related to environmental licensing.

 

 

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b) Contingent liabilities

  Consolidated
  September 30, 2026 December 31, 2025
Tax litigations 59,652 39,715
Civil litigations 12,799 11,617
Labor litigations 2,064 2,070
Environmental litigations 11,800 6,610
Total 86,315 60,012

 

The significant contingent liabilities for which the likelihood of loss is considered possible are discussed below.

Tax proceedings - Financial compensation for the exploitation of mineral resources (“CFEM”)

The Company is engaged in numerous administrative and judicial proceedings related to the mining royalty known as CFEM. The proceedings arise from assessments by the Brazilian National Mining Agency (“Agência Nacional de Mineração - ANM”), which main discussions involve the deduction of taxes, insurance and transportation costs indicated in the corresponding invoice of CFEM payments, in addition to CFEM charges on pellet sales and the revenues from sales made by Vale's foreign subsidiaries.

In September 2026, the Company received additional tax assessments covering the period from November 2017 to December 2022, for which the likelihood of loss has been assessed as possible. Considering the assessments received in prior periods, the total amount involved in these proceedings is R$30,318 (US$5,852 million) as of September 30, 2026 (December 31, 2025: R$12,662 (US$2,301 million)).

Environmental litigations - Overflow from the Viga and Fábrica mines

In January 2026, there was a leak of water containing sediments (soil) at the operational units of Fábrica and Viga, located in the municipalities of Ouro Preto, Minas Gerais, and Congonhas, Minas Gerais, respectively. As a result of this event, the Municipality of Congonhas temporarily suspended the operating permits for Vale’s operations at the aforementioned units, and the activities became subject to preventive administrative and judicial restrictions.

The Company then became a party to five judicial proceedings, in which preliminary injunctions were granted primarily requiring the provision of information and technical documents, the implementation of emergency containment and mitigation measures, structural and environmental monitoring, and the imposition of operational restrictions in the affected areas. The requests to freeze financial assets in connection with these proceedings were denied, without prejudice to the restrictions imposed on mining rights in the federal lawsuits.

In August 2026, the Public Prosecutor’s Office of the State of Minas Gerais, the State of Minas Gerais and the Company entered into a Commitment Agreement, without any acknowledgment of fault or assumption of liability by Vale. The agreement provides for a schedule for the resumption of operations, environmental remediation measures, structural safety measures, recovery of the affected areas, a consensual technical assessment and an independent audit. After Vale submitted supplementary technical information and a subsequent technical review was conducted, the state court authorized the partial resumption of operations at the Fábrica Complex in September 2026.

The total amount estimated across the actions is R$3,131 (US$604 million), and the likelihood of loss has been classified as possible.

Civil litigations - Notices of Infraction issued by the National Mining Agency ("ANM")

In 2026, Vale received notices of infraction issued by the National Mining Agency (ANM) related to the Pico mine in Itabirito (MG), the Mar Azul mine in Nova Lima (MG), the Gongo Soco mine in Barão dos Cocais (MG), and the overflow that occurred at Fábrica Mine in Congonhas (MG), seeking the imposition of fines in the amounts of R$140 (US$27 million), R$1,249 (US$241 million), R$500 (US$96 million) and R$409 (US$79 million) , respectively, based on alleged violations under ANM resolutions. The Company submitted administrative defenses contesting these notices, which are currently suspended. The likelihood of loss was classified as possible.

 

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c) Judicial deposits

  Consolidated
  September 30, 2026 December 31, 2025
Tax litigations 2,031 2,124
Civil litigations 449 857
Labor litigations 415 531
Environmental litigations 73 68
Total 2,968 3,580

 

d) Guarantees contracted for legal and administrative proceedings

In addition to the above-mentioned tax, civil, labor and environmental judicial deposits, the Company contracted R$24.3 billion (US$4.7 billion) (December 31, 2025: R$19.2 billion (US$3.5 billion)) in guarantees for its lawsuits, as an alternative to judicial deposits.

 

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25. Equity

a) Share capital 

As of September 30, 2026, the share capital was R$77,800 (US$61,714 million) corresponding to 4,439,159,764 shares issued and fully paid without par value. The Board of Directors may, regardless of changes to by-laws, approve the issue and cancellation of common shares, including the capitalization of profits and reserves to the extent authorized.

  September 30, 2026
Shareholders Common shares Golden shares Total
Previ (i) 302,352,702 – 302,352,702
Mitsui&co (i) 286,347,055 – 286,347,055
Blackrock, Inc (ii) 242,018,951 – 242,018,951
Capital World Investors (ii) 384,837,491 – 384,837,491
Total shareholders with more than 5% of capital 1,215,556,199 – 1,215,556,199
Free floating 3,040,206,584 – 3,040,206,584
Golden shares (iii) – 12 12
Total outstanding (without shares in treasury) 4,255,762,783 12 4,255,762,795
Shares in treasury 183,396,969 – 183,396,969
Total capital 4,439,159,752 12 4,439,159,764

(i) Number of shares owned by shareholders, as per statement provided by the custodian, based on shares listed at B3.

(ii) Number of shares as reported by the Company in Schedule 13G/A, filed with the SEC.

(iii) Number of special class preferred shares ("golden shares") held by the Brazilian Federal Government, which grants it limited veto power over certain Company resolutions, as well as the right to elect and dismiss one member to the Fiscal Council.

In July, 2026, the proposal for a capital increase was submitted for deliberation and approved at the General Shareholders' Meeting, in the amount of R$500 (US$100 million), through the capitalization of the tax incentive reserve.

b) Cancellation of treasury shares

During the nine-month period ended September 30, 2026, the Board of Directors approved cancellations of common shares issued by Vale S.A., acquired and held in treasury, without reducing the amount of its share capital or equity. During the nine-month period ended September 30, 2025, there were no share cancellations.

  Number of canceled shares Carrying amount
Cancellation approved on March 12, 2026 99,847,816 6,967
Nine-month period ended September 30, 2026 99,847,816 6,967

 

c) Share buyback program

In July, 2026, the Board of Directors approved a share buyback program, limited to a maximum of 100,000,000 common shares or their respective ADRs, for a period of up to 18 months, starting from the termination of the previously existing program, ended in August 2026, detailed below:

  Total of shares repurchased Effect on cash flows
Nine-month period ended September 30, 2026 2025 2026 2025
Shares buyback program up to 120,000,000 shares (i)        
Acquired by Parent company 13,751,600 - 1,091 -
Shares buyback program 13,751,600 - 1,091 -

(i) In February 19, 2025, the Board of Directors approved the common shares buyback program, limited to a maximum of 120,000,000 common shares or their respective ADRs, with a term of 18 months.

 

 

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d) Remuneration approved

The Vale S.A.'s By-laws determines as its minimum mandatory remuneration to Vale shareholders an amount equal to 25% of the net income, after appropriations to legal and tax incentive reserves. The remuneration approved as interest on capital (“JCP”) is gross up with the income tax applicable to Vale’s shareholders. The remuneration to Vale’s shareholders was based on the following resolutions:

  Approval date Payment date Remuneration per share (R$) Total amount approved
Dividends related to fiscal year 2024 2/19/2025 3/14/2025 2.142 9,143
Interest on capital (JCP) related to fiscal year 2025 7/31/2025 9/3/2025 1.895 8,091
        17,234
Dividends related to fiscal year 2025 11/27/2025 1/7/2026 1.244 5,311
Dividends and interest on capital (JCP) related to fiscal year 2025 11/27/2025 3/4/2026 2.338 9,979
Advance dividends and interest on capital (JCP) for the 2026 fiscal year (i) 7/30/2026 9/2/2026 2.031 8,642
        23,932 

(i) In July, 2026 the Board of Directors approved JCP and Dividends to its shareholders in the total amount of R$6,676 (US$1,314 million) and R$1,966 (US$387 million), respectively, which was fully paid in September, 2026 as an anticipation of the remuneration for the year ending on December 31, 2026.

 

d.i) Dividends reconciliation 

  Total
December 31, 2025 14,588
Addition by decision of the Board of Directors in anticipation of current year remuneration 8,642
Withholding Income Tax on Interest on Equity (22,021)
Payments, net of withholding taxes (1,069)
Prescribed remuneration (28)
September 30, 2026 112 

 

 

 

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26. Investments in associates and joint ventures

 

  Business % ownership December 31, 2025 Additions and capitalizations Equity results in income statement Dividends declared Translation adjustment Fair value remeasurement Subsidiary mergers and others September 30, 2026
Associates and joint ventures                    
In Brazil                    
Aliança Geração de Energia S.A. Energy 30.00 1,326 – 90 (68) (79) – 33 1,302
Aliança Norte Energia Participações S.A. Energy 51.00 366 – (40) – – – (1) 325
Anglo American Minério de Ferro do Brasil S.A. Iron ore 15.00 3,572 – 203 – (206) – – 3,569
Companhia Coreano-Brasileira de Pelotização Pellets 50.00 483 – 67 – – – – 550
Companhia Hispano-Brasileira de Pelotização Pellets 50.89 245 – 33 (8) – – – 270
Companhia Ítalo-Brasileira de Pelotização Pellets 50.90 415 – 33 – – – 11 459
Companhia Nipo-Brasileira de Pelotização Pellets 51.00 861 – 129 – – – 28 1,018
MRS Logística S.A. Logistics 49.01 4,421 – 425 (181) – – – 4,665
Samarco Mineração S.A. (note 23) Pellets 50.00 – – – – – – – –
VLI S.A. Logistics 29.60 2,255 – 248 – – – 9 2,512
Others – – 324 – (21) (1) – 142 18 462
Abroad                    
PT Vale Indonesia Tbk Vale Base Metals 33.88 10,138 – 238 (79) (599) – – 9,698
Vale Oman Distribution Center Logistics 50.00 3,268 – 158 (330) (190) – – 2,906
Other results in associates and joint ventures         (1,881)          
Consolidated total     27,674 – (318) (667) (1,074) 142 98 27,736
Subsidiaries                    
In Brazil                    
Companhia Portuária da Baía de Sepetiba Iron ore 100.00 642 – 95 – – – – 737
Minerações Brasileiras Reunidas S.A. Iron ore 100.00 886 – 67 – – – 123 1,076
Minerações Brasileiras Reunidas S.A. – Goodwill – – 4,060 – – – – – – 4,060
Tecnored Desenvolvimento Tecnológico S.A. Iron ore 100.00 181 20 (33) – – – – 168
Valepar – Goodwill – – 3,073 – – – – – – 3,073
Others – – 1,246 758 (87) (6) – – (806) 1,105
Abroad                    
Vale Holdings B.V. Holding 100.00 95,809 – 8,108 – (5,381) – 765 99,301
Others – – 290 – 97 – (17) – – 370
Parent company's total     133,861 778 8,247 (673) (6,472) 142 180 137,626

 

 

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27. Acquisitions and divestitures

Effects on the income statement

    Consolidated and Parent company
    Three-month period ended September 30, Nine-month period ended September 30,
  Notes 2026 2025 2026 2025
Aliança Geração de Energia S.A. 27(c) – (472) – (1,146)
    – (472) – (1,146)

a) Thompson Operations, Canada (held for sale) – In January 2025, Vale announced a strategic review to explore alternatives related to Vale Base Metals’ global mining portfolio, including the intention to assess a potential divestment of its mining and exploration assets in Thompson, Manitoba, as part of a process to optimize and enhance the competitiveness of its integrated nickel portfolio.

In February 2026, the Company entered into a binding agreement to establish a new company, together with Exiro Minerals Corporation, Orion Resources Partners LP, and Canada Growth Fund Inc., collectively referred to as "the Investors”.

Under the terms of the agreement, Vale will hold an 18.9% equity interest in the new company through the contribution of the Thompson assets, including certain related obligations, and a cash contribution of up to R$78 (US$15 million). The Investors will hold a combined 81.1% equity interest in the new company through a cash contribution of up to R$958 (US$185 million).

The agreement also provides that the Company may receive an earn-out of up to R$1,036 (US$200 million), payable over a period of up to 20 years, subject to the achievement of certain nickel price levels. Based on current estimates, Vale does not expect such milestones to be achieved.

In October 2026 (subsequent event), following receipt of all required regulatory approvals, the transaction was completed and did not have material impact on the Company's financial statements. Vale's interest in the new company will be accounted for as an investment in an associate and subsequently measured using the equity method, reflecting the significant influence that the Company will exercise over the investee.

As a result of the aforementioned agreement, Vale classified the assets to be contributed and the liabilities to be transferred as non-current assets held for sale, as presented below.

  September 30, 2026
Assets  
Inventories 129
Total assets (i) 129
   
Liabilities  
Asset retirement obligations (ii) 921
Leases 10
Employee benefits 98
Total liabilities 1,029

(i)The carrying amount of property, plant and equipment has been fully impaired since 2024.

(ii) Although the agreement provides for the transfer of the decommissioning obligations related to the Thompson operating assets, Vale will assume the obligation to reimburse such liability up to a limit of R$1,458 (CAD400 million). Accordingly, upon derecognizing the currently estimated liability of R$921 (US$178 million) at the closing of the transaction, the Company will recognize a new liability in the same amount, related to the reimbursement obligation, which is within the limit established in the agreement.

 

b) Agreement to purchase an equity interest in Ligga S.A. (“Ligga”) – Ligga is a Brazilian mining company that controls and operates the Ferro Sul mine, an iron ore production complex located in Carajás and Curionópolis, in the state of Pará, with an annual production capacity of approximately two million metric tons. In September 2026, Vale entered into a binding agreement with Ligga and its shareholders, pursuant to which Vale committed to make a capital contribution of R$979 (US$189 million) in exchange for shares representing a 30% equity interest in Ligga.

Upon completion of the transaction, which is subject to customary closing conditions and is expected to occur by the end of 2026, Ligga will be classified as an associate, and the investment will be accounted for under the equity method due to Vale’s significant influence over the investee.

 

55 
 

 

c) Divestment of Aliança Geração de Energia S.A. (“Aliança”) – In March 2025, the Company signed an agreement with Global Infrastructure Partners for the sale of 70% of its stake in Aliança, including the operations of Sol do Cerrado solar plant and Risoleta Neves hydroelectric plant. As a result, the related assets and liabilities were classified as held for sale, and Vale recognized an impairment loss in the amount of R$674 (US$117 million) in the income statement of the three-month period ended March 31, 2025, as "Impairment and other results related to non-current assets, net".

The transaction was completed in September 2025, when Vale lost control over Aliança and recognized an additional loss of R$472 (US$89 million) in the income statement of the three-month period ended September 30, 2025, as "Impairment and other results related to non-current assets, net". The remaining 30% interest was accounted for as an investment in an associate using the equity method. 

28. Employee benefits

       
    Current liabilities Non-current liabilities
  Notes September 30, 2026 December 31, 2025 September 30, 2026 December 31, 2025
Payroll, related charges and other remunerations   5,105 5,580 – –
Charges related to share-based payments 28(a) 11 280 – –
Employee post-retirement obligation 28(b) 354 374 5,914 6,680
    5,470 6,234 5,914 6,680

 

a) Share-based payments

For the long-term incentive programs, the Company compensation plans include Matching Program and Performance Share Unit program (“PSU”), with three-year-vesting cycles, respectively, with the aim of encouraging employee’s retention and encouraging their performance. The fair value of the programs is recognized on a straight-line basis in the income statement, with a corresponding entry in the equity, over the three-year required service period, net of estimated losses.

Matching Program

For the Matching program, the participants can acquire Vale’s common shares in the market. If the shares acquired are held for a period of three years, obeying the program rules, the participant is entitled to receive from Vale an award in shares, equivalent to the number of shares originally acquired.

The fair value of the Matching program was estimated using the Company's share price and ADR and the number of shares granted on the grant date.

  2026 Program 2025 Program 2024 Program
Granted shares 1,870,710 2,453,783 2,244,659
Share price 83.14 57.69 60.05

 

 

Performance Shares Units (“PSU”) 

Under the PSU, eligible executives can earn, after a three-year vesting cycle, an award in common shares conditioned to Vale's performance factor measured based on Total Shareholder Return ("TSR"), ROIC and Environmental, Social and Governance ("ESG") metrics.

The fair value of the PSU program was measured by estimating the performance factor using Monte Carlo simulations for the Return to Shareholders Indicator and health and safety and sustainability indicators. The assumptions used for the Monte Carlo simulations are shown in the table below, as well as the result used to calculate the expected value of the total performance factor.

 

56 
 

 

 

  2026 Program 2025 Program 2024 Program
Granted shares 2,014,599 1,973,979 1,873,175
Date shares were granted May 5, 2026 May 6, 2025 April 29, 2024
Share price 78.39 53.00 63.90
Expected volatility 28.12% 33.82% 35.60%
Expected term (in years) 3 3 3
Expected shareholder return indicator 94.04% 87.67% 66.95%
Expected performance factor 92.24% 98.61% 89.50%

b) Employee post-retirement obligation

Reconciliation of assets and liabilities recognized in the statement of financial position

  Consolidated
  September 30, 2026 December 31, 2025
Movements of assets ceiling    
Balance at beginning of the period 5,487 5,329
Interest income 415 575
Changes on asset ceiling 166 (338)
Translation adjustment (138) (79)
Balance at end of the period 5,930 5,487
     
Amount recognized in the statement of financial position    
Present value of actuarial liabilities (28,251) (31,021)
Fair value of assets 28,310 30,107
Effect of the asset ceiling (5,930) (5,487)
Liabilities, net (5,871) (6,401)
     
Current assets 40 166
Non-current assets 357 487
Assets 397 653
Current liabilities (354) (374)
Non-current liabilities (5,914) (6,680)
Liabilities (6,268) (7,054)

 

57 
 

 

29. Related parties

The Company’s related parties are subsidiaries, joint ventures, associates, shareholders and its related entities and key management personnel of the Company.

Related party transactions were made by the Company on terms equivalent to those that prevail in arm´s-length transactions, with respect to price and market conditions that are no less favorable to the Company than those arranged with third parties.

Net operating revenue relates mainly to sale of iron ore and right to use capacity on railroads. Cost and operating expenses mostly relate to the variable lease payments of the pelletizing plants. In June 2026, Vale renewed its contract with MRS for the rail transportation of iron ore, pellets, and related products from loading terminals in Minas Gerais to port terminals in Rio de Janeiro. The contract, effective until 2041, includes a take-or-pay clause under which Vale guarantees MRS the payment of 85% of the annual budgeted revenue based on the approved transportation program. The estimated nominal value of the contract is approximately R$43.5 billion (US$8.4 billion) over 15 years.

Purchases, accounts receivable and other assets, and accounts payable and other liabilities relate largely to amounts charged by joint ventures and associates related to the pelletizing plants operational lease and railway transportation services.

The effects arising from the failure of the Fundão tailings dam, owned by the joint venture Samarco Mineração S.A., are presented in note 23, and the other effects associated with investments in joint ventures and associates are presented in note 26.

a) Transactions with related parties

  Consolidated
Three-month period ended September 30, 2026 2025
  Net operating revenue Cost and other operating revenues and expenses Financial result Net operating revenue Cost and other operating revenues and expenses Financial result
Associates and Joint Ventures            
Pelletizing companies (i) – (349) (40) – (161) (46)
MRS Logística S.A. – (642) – – (690) –
Norte Energia S.A. – (174) – – (115) –
Vale Oman Distribution Center – (495) – – (399) –
VLI 312 (50) – 338 (57) (7)
PTVI – (921) – – (933) –
Anglo American – (362) 20 – (531) 15
Aliança Geração de Energia S.A. 8 (311) – – – –
Others 47 (8) 2 18 – –
  367 (3,312) (18) 356 (2,886) (38)
Shareholders            
Bradesco – – 180 – – 239
Mitsui 211 – – 120 – –
Banco do Brasil – – 362 – – –
  211 – 542 120 – 239
Total 578 (3,312) 524 476 (2,886) 201

 

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  Consolidated
Nine-month period ended September 30, 2026 2025
  Net operating revenue Cost and other operating revenues and expenses Financial result Net operating revenue Cost and other operating revenues and expenses Financial result
Associates and Joint Ventures            
Pelletizing companies (i) – (741) (129) – (334) (159)
MRS Logística S.A. – (1,757) – – (1,916) –
Norte Energia S.A. – (442) – – (277) –
Vale Oman Distribution Center – (1,144) – – (1,124) –
VLI 1,201 (136) – 1,283 (182) (20)
PTVI – (2,538) – – (2,640) –
Anglo American – (1,211) 66 – (801) 53
Aliança Geração de Energia S.A. 8 (866) – – – –
Others 101 (8) 4 109 – (15)
  1,310 (8,843) (59) 1,392 (7,274) (141)
Shareholders            
Bradesco – – 281 – – 1,589
Mitsui 543 – – 472 – –
Cosan – – – 46 (93) –
Banco do Brasil – – 635 – – 1
  543 – 916 518 (93) 1,590
Total 1,853 (8,843) 857 1,910 (7,367) 1,449

 

  Parent company
Three-month period ended September 30, 2026 2025
  Net operating revenue Cost and other operating revenues and expenses Financial result Net operating revenue Cost and other operating revenues and expenses Financial result
Subsidiaries            
Vale International 26,552 – (982) 30,915 – (512)
Aliança Geração de Energia S.A. – – – – (218) –
Companhia Portuária da Baía de Sepetiba 1 (169) – 2 (181) –
Investment fund – – (76) – – (96)
Others 66 (77) (2) 166 (82) 4
  26,619 (246) (1,060) 31,083 (481) (604)
Associates and Joint Ventures            
Pelletizing companies (i) – (349) (4) – (161) (8)
MRS Logística S.A. – (642) – – (690) –
Norte Energia S.A. – (116) – – (115) –
VLI 312 (38) – 338 (43) (7)
Anglo American – (362) 1 – (531) (2)
Aliança Geração de Energia S.A. 1 (311) – – – –
Others 45 – 2 18 – –
  358 (1,818) (1) 356 (1,540) (17)
Shareholders            
Bradesco – – 180 – – 238
Banco do Brasil – – 362 – – –
  – – 542 – – 238
Total 26,977 (2,064) (519) 31,439 (2,021) (383)

 

 

59 
 

 

 

  Parent company
Nine-month period ended September 30, 2026 2025
  Net operating revenue Cost and other operating revenues and expenses Financial result Net operating revenue Cost and other operating revenues and expenses Financial result
Subsidiaries            
Vale International 75,287 32 (2,588) 82,665 – (2,239)
Aliança Geração de Energia S.A. – – – – (484) –
Companhia Portuária da Baía de Sepetiba 4 (373) – 4 (450) –
Investment fund – – (225) – – (288)
Others 213 (227) 43 297 (277) 37
  75,504 (568) (2,770) 82,966 (1,211) (2,490)
Associates and Joint Ventures            
Pelletizing companies (i) – (741) (13) – (334) (25)
MRS Logística S.A. – (1,757) – – (1,916) –
Norte Energia S.A. – (293) – – (277) –
VLI 1,201 (104) – 1,283 (138) (20)
Anglo American – (1,211) – – (801) –
Aliança Geração de Energia S.A. 1 (866) – – – –
Others 120 – 4 109 – (15)
  1,322 (4,972) (9) 1,392 (3,466) (60)
Shareholders            
Bradesco – – 280 – – 1,587
Cosan – – – 20 (67) –
Banco do Brasil – – 635 – – –
  – – 915 20 (67) 1,587
Total 76,826 (5,540) (1,864) 84,378 (4,744) (963)

 

(i) Aggregated entities: Companhia Coreano-Brasileira de Pelotização, Companhia Hispano-Brasileira de Pelotização, Companhia Ítalo-Brasileira de Pelotização and Companhia Nipo-Brasileira de Pelotização.

 


b) Outstanding balances with related parties

  Consolidated
  Assets
  September 30, 2026 December 31, 2025
  Cash and cash equivalents Accounts receivable and other Dividends receivable and other assets Cash and cash equivalents Accounts receivable and other Dividends receivable and other assets
Associates and Joint Ventures            
Pelletizing companies (i) – – – – – 38
MRS Logística S.A. – – 222 – 1 49
VLI – 423 – – 224 –
PTVI – 2 – – 4 –
Anglo American – – 1,285 – – 1,397
Others – 35 22 – 34 47
  – 460 1,529 – 263 1,531
Shareholders            
Bradesco 1,875 – 578 5,522 – 449
Banco do Brasil 554 – 684 1,024 – 50
Mitsui – 167 – – 271 –
  2,429 167 1,262 6,546 271 499
Pension plan – 90 – – 97 –
Total 2,429 717 2,791 6,546 631 2,030
             

 

60 
 

 

 

  Consolidated
  Liabilities
  September 30, 2026 December 31, 2025
  Supplier and contractors Other liabilities Supplier and contractors Other liabilities
Associates and Joint Ventures        
Pelletizing companies (i) 666 976 156 1,293
MRS Logística S.A. 74 – 136 –
Vale Oman Distribution Center 433 – 271 –
VLI 7 587 16 446
PTVI 436 – 319 –
Anglo American 352 – 152 –
Others 251 1 236 1
  2,219 1,564 1,286 1,740
Shareholders        
Bradesco – – – 133
  – – – 133
Pension plan 63 – – –
Total 2,282 1,564 1,286 1,873

 

(i) Aggregated entities: Companhia Coreano-Brasileira de Pelotização, Companhia Hispano-Brasileira de Pelotização, Companhia Ítalo-Brasileira de Pelotização and Companhia Nipo-Brasileira de Pelotização.

 

  Parent company
  Assets
  September 30, 2026 December 31, 2025
  Cash and cash equivalents

Accounts receivable

and other

Dividends receivable and other assets Cash and cash equivalents

Accounts receivable

and other

Dividends receivable and other assets
Subsidiaries            
Vale International S.A. – 5,923 – – 12,332 –
Minerações Brasileiras Reunidas S.A. – – 76 – – 76
Salobo Metais – 1,150 – – 1,156 –
Others – 41 44 – 27 74
  – 7,114 120 – 13,515 150
Associates and Joint Ventures            
Pelletizing companies (i) – – – – – 38
MRS Logística S.A. – – 40 – 1 3
VLI – 423 – – 224 –
Anglo American – – – – – 34
Others – 35 22 – 34 47
  – 458 62 – 259 122
Shareholders            
Bradesco 11 – 578 2,540 – 449
Banco do Brasil 83 – 684 523 – 50
  94 – 1,262 3,063 – 499
Pension Plan – 90 – – 97 –
Total 94 7,662 1,444 3,063 13,871 771

 

 

61 
 

 

 

  Parent company
  Liabilities
  September 30, 2026 December 31, 2025
  Supplier and contractors Export Pre-Payments Other liabilities Supplier and contractors Export Pre-Payments Other liabilities
Subsidiaries            
Vale International S.A. – 68,397 5,004 – 65,515 5,296
Salobo Metais 16 – 135 9 – 135
Investment fund – – 1,998 – – 2,285
Others 199 – 119 148 – 127
  215 68,397 7,256 157 65,515 7,843
Associates and Joint Ventures            
Pelletizing companies (i) 666 – – 156 – –
MRS Logística S.A. 74 – – 136 – –
VLI 5 – 587 14 – 446
Anglo American 352 –   152 – –
Others 184 – 1 185 – 1
  1,281 – 588 643 – 447
Shareholders            
Bradesco – – – – – 133
  – – – – – 133
Pension plan 56 – – – – –
Total 1,552 68,397 7,844 800 65,515 8,423

 

(i) Aggregated entities: Companhia Coreano-Brasileira de Pelotização, Companhia Hispano-Brasileira de Pelotização, Companhia Ítalo-Brasileira de Pelotização and Companhia Nipo-Brasileira de Pelotização.

c) Key management personnel compensation

During the nine-month period ended September 30, 2026, the compensation of the Company’s key management personnel, including share-based payments, was R$109 (US$21 million) (2025: R$152 (US$27 million)).

 

 

62 

 

 

 

 

 

 

63 
 

 

30. Basis of preparation of consolidated interim financial statements

The Company's consolidated and individual interim financial statements (equivalent to condensed interim financial statements) ("interim financial statements") have been prepared and are being presented in accordance with CPC 21 (R1) - Interim Financial Reporting, issued by the Accounting Pronouncements Committee (“CPC”), and in accordance with IAS 34 – Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). All material information for the interim financial statements, and only this information, are presented consistently with those used by the Company's Management.

The interim financial statements have been prepared to update users on the relevant events and transactions that occurred in the period and must be read together with the financial statements for the year ended December 31, 2025. All accounting policies, accounting estimates and judgments, risk management and measurement methods are the same as those adopted in the preparation of the latest annual financial statements.

These interim financial statements were authorized for issue by the Board of Directors on October 29, 2026.

a) Statement of Value Added

The presentation of the parent company and consolidated statements of value added is required by Brazilian corporate legislation for listed companies. The Statement of Value Added was prepared in accordance with Technical Pronouncement CPC 09 – Statement of Value Added. IFRS Accounting Standards do not require the presentation of this statement. Therefore, the Statement of Value Added is presented as supplementary information, without prejudice to the set of interim financial statements.

b) Functional currency and presentation currency

The functional currency of the Parent company and its subsidiaries in Brazil is the Brazilian real (“R$”), which is the currency of the primary economic environment in which Vale operates (“functional currency”). The functional currency of the main direct subsidiaries operating in an international economic environment is the United States dollar (“US$”).

The main exchange rates used by the Company to translate the financial information of investees whose functional currency differs from Vale S.A.’s functional currency were as follows:

  Closing rate       Average rate
  Three-month period ended September 30, Nine-month period ended September 30,
 

September 30,

2026

December 31, 2025 2026 2025 2026 2025
US Dollar ("US$") 5.1809 5.5024 5.1366 5.4488 5.1481 5.6502
Canadian dollar ("CAD") 3.6460 4.0187 3.6698 3.9574 3.7158 4.0413
Euro ("EUR") 5.8777 6.4692 5.9097 6.3679 5.9756 6.3188

 

 

64 
 

 

(A free translation of the original in Portuguese) 

 

Report on review of parent company and
consolidated condensed interim
financial statements

 

 

To the Board of Directors and Shareholders

Vale S.A.

 

 

 

 

Introduction

 

We have reviewed the accompanying condensed interim statement of financial position of Vale S.A. ("Company") as at September 30, 2026 and the related condensed interim statements of income and comprehensive income for the quarter and nine-month periods then ended, and the interim statements of changes in equity and cash flows for the nine-month period then ended, as well as the accompanying consolidated condensed interim statement of financial position of Vale S.A. and its subsidiaries ("Consolidated") as at September 30, 2026 and the related consolidated condensed interim statements of income and comprehensive income for the quarter and nine-month periods then ended, and the consolidated interim statements of changes in equity and cash flows for the nine-month period then ended, including explanatory notes.

 

Management is responsible for the preparation and presentation of these parent company and consolidated condensed interim financial statements in accordance with the accounting standard CPC 21, Interim Financial Reporting, of the Brazilian Accounting Pronouncements Committee (CPC), and International Accounting Standard (IAS) 34 - Interim Financial Reporting, of the International Accounting Standards Board (IASB). Our responsibility is to express a conclusion on these condensed interim financial statements based on our review.

 

Scope of review

 

We conducted our review in accordance with Brazilian and International Standards on Reviews of Interim Financial Information (NBC TR 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Brazilian and International Standards on Auditing and consequently did not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

www.pwc.com.br

PricewaterhouseCoopers Auditores Independentes Ltda.

Rua do Russel, 804, 7o, Ed. Manchete,
Rio de Janeiro, RJ, Brasil, 22210-907

T: +55 (11) 4004-8000

 

 

65 
 

 

 

Conclusion

 

Based on our review, nothing has come to our attention that causes us to believe that the accompanying parent company and consolidated condensed interim financial statements referred to above are not prepared, in all material respects, in accordance with CPC 21 and IAS 34.

 

Other matters - Condensed statements of value added

 

The condensed interim financial statements referred to above include the parent company and consolidated condensed interim value added statements for the nine-month period ended September 30, 2026. These statements are the responsibility of the Company's management and are presented as supplementary information under IAS 34. These statements have been subjected to review procedures performed together with the review of the condensed interim financial statements for the purpose of concluding whether they are reconciled with the condensed interim financial statements and accounting records, as applicable, and if their form and content are in accordance with the criteria defined in the accounting standard CPC 09 - "Statement of Value Added". Based on our review, nothing has come to our attention that causes us to believe that these condensed interim value added statements have not been properly prepared, in all material respects, in accordance with the criteria established in this accounting standard, and consistent with the parent company and consolidated condensed interim financial statements taken as a whole.

 

Rio de Janeiro, October 29, 2026

 

 

 

 

/s/ PricewaterhouseCoopers

Auditores Independentes Ltda.

CRC 2SP000160/F-5

 

 

 

 

/s/ Leandro Mauro Ardito

Contador CRC 1SP188307/O-0

 

 

 

66 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Vale S.A.
(Registrant)  
   
  By: /s/ Thiago Lofiego
Date: October 29, 2026   Director of Investor Relations