As filed with the Securities and Exchange Commission on March 17, 2023

Registration No. 333-223718

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 POST-EFFECTIVE AMENDMENT NO. 5

TO

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Vale S.A.

(Exact name of registrant as specified in its charter)

The Federative Republic of Brazil (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. Employer Identification No.)
Praia de Botafogo 186 — offices 701-1901 — Botafogo Rio de Janeiro, RJ, Brazil (Address of Principal Executive Offices)	22250-145 (Zip Code)

 Matching Program

2023 Cycle

(Full Title of the plan)

 Vale Americas Inc.

140 E. Ridgewood Avenue, Suite 415

South Tower, Paramus, New Jersey 07652

(Name and address of agent for service)

(416) 687- 6041

(Telephone number, including area code, of agent for service)

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

Large accelerated filer x	Accelerated filer o
Non-accelerated filer   o	Smaller reporting company o Emerging growth company o

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

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EXPLANATORY NOTE

This Post-Effective Amendment No. 5 relates to the Registration Statement on Form S-8 (File No. 333-223718) (the “Registration Statement”) of Vale S.A. (the “Registrant”), which was filed with the U.S. Securities and Exchange Commission on March 16, 2018. The Registration Statement registered 5,000,000 common shares of the Registrant’s stock (the “Shares”), to be offered pursuant to its Matching Program 2018 Cycle.

On April 2, 2019, the Registrant filed with the Securities and Exchange Commission a Post-Effective Amendment No. 1 to the Registration Statement No. 333-223718 in order to reflect the amended terms of an additional plan cycle, the Vale Matching Program 2019 Cycle.

On March 3, 2020, the Registrant filed with the Securities and Exchange Commission a Post-Effective Amendment No. 2 to the Registration Statement No. 333-223718 in order to reflect the amended terms of an additional plan cycle, the Vale Matching Program 2020 Cycle.

On March 3, 2021, the Registrant filed with the Securities and Exchange Commission a Post-Effective Amendment No. 3 to the Registration Statement No. 333-223718 in order to reflect the amended terms of additional plan cycles, the Vale Matching Program 2021 Cycle and Vale Matching Program 2020 Cycle for China.

On March 3, 2022, the Registrant filed with the Securities and Exchange Commission a Post-Effective Amendment No. 4 to the Registration Statement No. 333-223718 in order to reflect the amended terms of additional plan cycles, the Vale Matching Program 2022 Cycle.

The purpose of this Post-Effective Amendment No. 5 is to amend the Registration Statement to reflect the terms of additional plan cycle, the Matching Program 2023 Cycle (the “2023 Cycle”).

Under the 2023 Cycle, as in prior cycles, Shares will be offered to certain eligible employees, subject to the satisfaction of applicable vesting conditions, in connection with those employees’ own purchase of Shares. No additional securities are being registered hereby.

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Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  Exhibits.

The following exhibits are filed herewith or incorporated herein by reference:

Exhibit number	Document
4.8	Vale Matching Program 2023 Cycle

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SIGNATURES

Pursuant to the requirements of the Securities Act, Vale certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 5 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rio de Janeiro, State of Rio de Janeiro, Brazil on February 17, 2023.

VALE S.A.
By:	/s/ Eduardo de Salles Bartolomeo
Name:		Eduardo de Salles Bartolomeo
Title:		Chief Executive Officer
By:	/s/ Gustavo Duarte Pimenta
Name:		Gustavo Duarte Pimenta
Title:		Chief Financial Officer

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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 5 to the Registration Statement has been signed by the following persons in the capacities indicated below on February 17, 2023, in respect of Vale.

SIGNATURE		TITLE
/s/ Eduardo de Salles Bartolomeo
Eduardo de Salles Bartolomeo		Chief Executive Officer
/s/ Gustavo Duarte Pimenta
Gustavo Duarte Pimenta		Chief Financial Officer
*
Vale Americas Inc.		Authorized Representative of Vale S.A. in the United States
By:	*
	Paul Casbar

José Luciano Duarte Penido	Chairman of the Board of Directors
*
Fernando Jorge Buso Gomes	Vice-Chairman
*
Daniel André Stieler	Director
Eduardo de Oliveira Rodrigues Filho	Director
*
Ken Yasuhara	Director
*
Lucio Azevedo	Director
*
Marcelo Gasparino da Silva	Director
Mauro Gentile Rodrigues da Cunha	Director
*
Murilo Cesar Lemos dos Santos Passos	Director
Manuel Lino Silva de Sousa Oliveira	Director

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Rachel de Oliveira Maia	Director
*
Roberto da Cunha Castello Branco	Director
Roger Allan Downey	Director

* By:	/s/ Gustavo Duarte Pimenta
Name:	Gustavo Duarte Pimenta
Title:	Attorney-in-Fact

EXHIBIT INDEX

Exhibit number	Document
4.8	Vale Matching Program 2023 Cycle

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