v3.26.1
Other financial assets and liabilities
12 Months Ended
Dec. 31, 2025
Other Financial Assets And Liabilities  
Other financial assets and liabilities

23. Other financial assets and liabilities

         
    Current Non-Current
December 31, Notes 2025 2024 2025 2024
Other financial assets          
Restricted cash   - - 9 13
Derivative financial instruments 19 414 53 203 15
Investments in equity securities   - - 63 54
Loans - Related parties 33(b) 43 - 207 149
    457 53 482 231
Other financial liabilities          
Derivative financial instruments 19 94 197 52 428
Subordinated notes 23(a) 4 - 741 -
Participative shareholders’ debentures 23(b) - - 2,254 2,217
Other financial liabilities - Related parties 33(b) 235 291 - -
Other   322 588 - 32
    655 1,076 3,047 2,677

 

a) Subordinated notes

In November 2025, the Company concluded the issuance of subordinated notes in the amount of US$750, maturing in 2056 and bearing interest payable semiannually at an initial rate of 6% per year. The interest rate will be reset every five years starting in February 2031.

These notes rank in priority of payment only ahead of the Company's shareholders' equity and are subordinated to all of Vale’s financial and non-financial obligations. In addition, the Company has the right to defer interest payments until the maturity of the principal, subject to events that are within Vale’s control.

The net proceeds from the issuance were used for general corporate purposes, including but not limited to replenishing cash following the payment of the partial repurchase of participative shareholders' debentures in November 2025 (note 23b).

b) Participative shareholders' debentures

At the time of its privatization in 1997, the Company issued 388,559,056 participatory debentures to existing shareholders, including the Brazilian Government. These debentures were structured to ensure that pre-privatization shareholders would participate in any future benefits derived from the exploitation of certain mineral resources. Holders are entitled to semiannual payments calculated as a percentage of the revenue related to these resources, net of taxes, transportation fees, and insurance expenses. This obligation remains in effect until all related mineral resources have been exhausted, sold, or otherwise disposed of.

In November 2025, Vale completed the repurchase of 89,410,390 participative debentures for a total amount of US$703, including the payment of a premium of US$15, which is presented in the income statement as "financial expenses". This initiative resulted in a 23.01% reduction in the total outstanding debentures, optimizing the Company’s capital structure through financial liability management and reinforcing its capital allocation strategy.

The impact of the participative shareholders' debentures on the financial results is presented in note 18, and the weighted-average price of secondary-market trades in the last month of each fiscal year is presented below:

     
  Average price (R$)
Year ended December 31, 2025 2024 2023
Participative shareholders’ debentures 41.46 35.33 35.80

 

The Company made available for withdrawal as remuneration the following amounts:

   
  Availability date Remuneration amount
Remuneration for the first half of 2025 October 1, 2025 111
Remuneration for the second half of 2024 April 1, 2025 131
Year ended December 31, 2025   242
     
Remuneration for the first half of 2024 October 1, 2024 94
Remuneration for the second half of 2023 April 1, 2024 149
Year ended December 31, 2024   243
     
Remuneration for the first half of 2023 October 2, 2023 106
Remuneration for the second half of 2022 April 3, 2023 127
Year ended December 31, 2023   233

 

Accounting policy

 

The participative shareholders’ debentures are measured at fair value through profit or loss based on the market approach, representing the amount that would be paid for the acquisition of these securities on the measurement date and, therefore, also implicitly includes the remuneration to the debenture holder. To calculate the fair value of the liabilities, the Company uses the weighted average price of the secondary market trades in the last month of period.