v3.26.1
Equity
6 Months Ended
Jun. 30, 2026
Disclosure Equity Abstract  
Equity


25. Equity

a) Share capital

As of June 30, 2026, the share capital was US$61,714 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.

     
  June 30, 2026
Shareholders Common shares Golden shares Total
Previ (i) 301,831,097 301,831,097
Mitsui&co (i) 286,347,055 286,347,055
Blackrock, Inc (ii) 316,463,060 316,463,060
Capital World Investors (iii) 227,690,911 227,690,911
Total shareholders with more than 5% of capital 1,132,332,123 1,132,332,123
Free floating 3,123,430,660 3,123,430,660
Golden shares (iv) 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 in BlackRock, Inc.’s Schedule 13G/A, filed with the SEC.

(iii) Number of shares as reported on January 8, 2026 by the shareholder itself through the Declaration of Acquisition of Relevant Shareholding sent to Vale and disclosed to the Market in the Press Release of January 12, 2026.

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

b) Cancellation of treasury shares

During the six-month period ended June 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 six-month period ended June 30, 2025, there were no share cancellations.

   
  Number of canceled shares Carrying amount
Cancellation approved on March 12, 2026 99,847,816 1,388
Six-month period ended June 30, 2026 99,847,816 1,388

 

c) Share buyback program

In July, 2026 (subsequent event), 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, scheduled to end in August 2026, detailed below:

       
  Total of shares repurchased Effect on cash flows
Six-month period ended June 30, 2026 2025 2026 2025
Shares buyback program up to 120,000,000 shares (i)        
Acquired by Parent Company 13,751,600 214
Shares buyback program 13,751,600 214

(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.

 


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 (US$) Total amount approved
Dividends related to fiscal year 2024 2/19/2025 3/14/2025 0.347 1,596
        1,596
Dividends and interest on capital (JCP) related to fiscal year 2025 11/27/2025 3/4/2026 0.440 1,879
Dividends related to fiscal year 2025 11/27/2025 1/7/2026 0.234 1,000
        2,879

 

In July, 2026 (subsequent event), the Board of Directors approved JCP and Dividends to its shareholders in the total amount of US$1,314 (R$6,676 million) and US$387 (R$1,966), respectively, which will be 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 2,651
Translation adjustment 118
Payments, net of withholding taxes (2,745)
Prescribed remuneration (3)
June 30, 2026 21