Nexa Resources SA 2025年年度报告和过渡报告

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended:December 31, 2024Commission file number:001-38256 NEXA RESOURCES S.A.(Exact name of Registrant as specified in its charter) José Carlos del ValleSenior Vice President of Finance and Group Chief Financial OfficerPhone: +3522826 37 2737A, Avenue J.F. KennedyL-1855,LuxembourgGrand Duchy of Luxembourg(Address of principal registered office) Securities registered or to be registered pursuant to Section12(b) of the Act: Securities registered or to be registered pursuant to Section 12(g) of the Act: NoneSecurities for which there is a reporting obligation pursuant to Section 15(d) of the Act: NoneThe number of outstanding shares of each class of stock of Nexa Resources S.A. as of December 31, 2024, was:132,438,611common shares, each with par value of US$1.00 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesoNoþ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934.YesoNoþ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90days. YesþNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YesþNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of“accelerated filer,” “large accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated fileroAccelerated filerþNon-accelerated fileroEmerging growth companyo If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐ The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting StandardsCodification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.þ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☒ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:U.S. GAAP☐International Financial Reporting Standardsas issued by the International Accounting StandardsBoardþOther☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.Item 17oItem 18o If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YesoNoþ TABLE OF CONTENTS Form 20-F cross reference guideForward-looking statementsAbout the CompanyPresentation of financial and other informationRisk factors I.Information on the Company Business overviewMining operationsSmelting operationsOther operationsMineral Reserves and ResourcesCapital expendituresEnvironmental, social and governance (“ESG”)Regulatory matters II.Operating and financial review and prospects OverviewResults of operationsLiquidity and capital resourcesRisk management III.Share ownership and trading Major shareholdersRelated party transactionsDistributionsTrading marketsPurchases of equity securities by the issuer and affiliated purchasers IV.Corporate governance, management and employees Corporate governanceBoard of directorsExecutive officers and Management committeeExec