6-K 1 MainDocument.htm 6-K


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 August 2025

 

Commission File Number: 001-14950

 

ULTRAPAR HOLDINGS INC.

(Translation of Registrant’s Name into English)

 

Brigadeiro Luis Antonio Avenue, 1343, 9th Floor

São Paulo, SP, Brazil 01317-910

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F ____X____                                                         Form 40-F ________

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Yes ________                                                                       No ____X____

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

Yes ________                                                                       No ____X____

 






Ultrapar Participações S.A. and Subsidiaries

Graphics

 

Table of Content


Statements of financial position 8
Statements of income 10
Statements of comprehensive income 11
Statements of changes in equity 12
Statements of cash flows - indirect method 14
Statements of value added 17
1. Operations 18
2. Basis of preparation and presentation of individual and consolidated interim financial information 18
3. New accounting policies and changes in accounting policies 22
4. Cash and cash equivalents and financial investments 22
5. Trade receivables and reseller financing (Consolidated) 23
6. Inventories (Consolidated) 25
7. Recoverable taxes (Consolidated) 25
8. Related parties 26
9. Income and social contribution taxes 28
10. Contractual assets with customers - exclusivity rights (Consolidated) 30
11. Investments in subsidiaries, joint ventures and associates 31
12. Right-of-use assets and leases payable (Consolidated) 36
13. Property, plant, and equipment (Consolidated) 39
14. Intangible assets (consolidated) 40
15. Loans, financing and debentures 42
16. Trade payables (consolidated) 44
17. Employee benefits and private pension plan (Consolidated) 44
18. Provisions and contingent liabilities (Consolidated) 45
19. Subscription warrants – indemnification 48
20. Equity 48
21. Net revenue from sales and services (Consolidated) 49
22. Costs, expenses and other operating results by nature 49
23. Financial result 50
24. Earnings per share (Parent and Consolidated) 51
25. Segment information 52
26. Financial instruments (Consolidated) 57
27. Acquisition of Interest and Control 68
28. Discontinued operation 72
29. Events after the reporting period 75

 

 

(Convenience Translation into English from the Original Previously Issued in Portuguese)


Ultrapar Participações S.A.

Report on Review of Interim Financial Information
for Period Of Three And Six Months Ended on June 30, 2025

 

 

 

 

Deloitte Touche Tohmatsu Auditores Independentes Ltda.



Graphics

Deloitte Touche Tohmatsu

Av. Dr. Chucri Zaidan , 1.240 -

4ao 12o andares - Golden Tower

04711-130 - São Paulo - SP

Brazil

 

Tel.: + 55 (11) 5186-1000

Fax: + 55 (11) 5181-2911

www.deloitte.com.br


(Convenience Translation into English from the Original Previously Issued in Portuguese)

REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION

To the Shareholders, Board of Directors and Management of

Ultrapar Participações S.A.

Introduction

We have reviewed the accompanying individual and consolidated interim financial information of Ultrapar Participações S.A. (“Company”), identified as Parent and Consolidated, respectively, included in the Interim Financial Information Form (ITR), for the quarter ended June 30, 2024, which comprises the statements of financial position as at June 30, 2024 and the related statements of income and comprehensive income for the three and six-month periods then ended, and of changes in equity and of cash flows for the six-month period then ended, including the explanatory notes.

Management is responsible for the preparation of this individual and consolidated interim financial information in accordance with technical pronouncement CPC 21(R1) and international standard IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), as well as for the presentation of such information in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM), applicable to the preparation of Interim Financial Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.

Scope of review

We conducted our review in accordance with Brazilian and international standards on review of interim financial information (NBC TR 2410 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 the standards on auditing and consequently does 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.

Conclusion on the individual and consolidated interim financial information

Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual and consolidated interim financial information has not been prepared, in all material respects, in accordance with technical pronouncement CPC 21 (R1) and international standard IAS 34 applicable to the preparation of ITR and presented in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM).

Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited (DTTL), its global network of member firms, and their related entities (collectively, the “Deloitte organization”). DTTL (also referred to as “Deloitte Global”) and each of its member firms and related entities are legally separate and independent entities, which cannot obligate or bind each other in respect of third parties. DTTL and each DTTL member firm and related entity is liable only for its own acts and omissions, and not those of each other. DTTL does not provide services to clients. Please see www.deloitte.com/about to learn more.

 

Deloitte provides leading professional services to nearly 90% of the Fortune Global 500® and thousands of private companies. Our people deliver measurable and lasting results that
help reinforce public trust in capital markets and enable clients to transform and thrive. Building on its 180-year history, Deloitte spans more than 150 countries and territories. Learn
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www.deloitte.com.

 

© 2025. For information, contact Deloitte Global.

 

 



Graphics

Other matters

 

Statements of value added

The interim financial information referred to above includes the individual and consolidated statements of value added (DVA) for the six-month period ended June 30, 2025, prepared under the responsibility of the Company’s Management, and presented as supplemental information for international standard IAS 34 purposes. These statements were subject to the review procedures performed together with the review of the ITR to reach a conclusion on whether they are reconciled with the interim financial information and the accounting records, as applicable, and if their form and content are consistent with the criteria set forth in technical pronouncement CPC 09 (R1) - Statement of Value Added. Based on our review, nothing has come to our attention that causes us to believe that these statements of value added were not prepared, in all material respects, in accordance with the criteria defined in such standard and consistently with the individual and consolidated interim financial information taken as a whole.

The accompanying interim financial information has been translated into English for the convenience of readers outside Brazil.

São Paulo, August 13, 2025

DELOITTE TOUCHE TOHMATSU Daniel Corrêa de Sá
Auditores Independentes Ltda. Engagement Partner


7



Ultrapar Participações S.A. and Subsidiaries

Graphics
Statements of financial position
As of June 30, 2025 and December 31, 2024

(In thousands of Brazilian Reais)


 

Parent

 

Consolidated

 

Note

06/30/2025

 

12/31/2024

 

06/30/2025

 

12/31/2024

Assets

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

4.a

2,223

 

4,186

 

2,897,418

 

2,071,593

Financial investments

4.b

7,431

 

20,100

 

1,088,104

 

2,306,927

Derivative financial instruments

26.f

 

-

 

156,812

 

246,084

Trade receivables

5.a

 

 

3,739,280

 

3,540,266

Reseller financing

5.a

 

 

493,748

 

511,979

Inventories

6

 

 

4,038,595

 

3,917,076

Recoverable taxes

7.a

1,168

 

1,323

 

2,022,246

 

2,040,008

Recoverable income and social contribution taxes

7.b

8,640

 

16,734

 

286,584

 

151,930

Energy trading futures contracts

26.h

 

 

226,359

 

141,257

Dividends receivable

 

185,745

 

 

1,238

 

3,415

Other receivables and other assets

 

111,973

 

95,859

 

351,419

 

294,769

Prepaid expenses

 

9,314

 

5,506

 

210,955

 

163,846

Contractual assets with customers - exclusivity rights

10

 

 

644,450

 

658,571

 

 

326,494

 

143,708

 

16,157,208

 

16,047,721

Assets held for sale

28

118,458

 

 

699,844

 

Total current assets

 

444,952

 

143,708

 

16,857,052

 

16,047,721

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

Financial investments

4.b

300,000

 

300,001

 

2,419,997

 

2,819,179

Derivative financial instruments

26.f

 

 

634,774

 

585,294

Trade receivables

5.a

 

 

42,823

 

27,003

Reseller financing

5.a

 

 

718,384

 

766,045

Related parties

8

7,368

 

7,076

 

59,653

 

48,309

Deferred income and social contribution taxes

9.a

135,120

 

142,630

 

896,198

 

936,941

Recoverable taxes

7.a

74

 

74

 

3,301,582

 

2,650,269

Recoverable income and social contribution taxes

7.b

7,196

 

7,196

 

312,313

 

346,137

Energy trading futures contracts

26.h

 

 

314,025

 

263,438

Escrow deposits

18.a

13,363

 

12,615

 

470,548

 

446,076

Indemnification asset - business combination

18.c

 

 

152,149

 

126,098

Other receivables and other assets

 

5,214

 

2,607

 

234,819

 

117,076

Prepaid expenses

 

20,598

 

18,989

 

57,431

 

40,904

Contractual assets with customers - exclusivity rights

10

 

 

1,444,020

 

1,473,331

 

 

 

 

 

 

 

 

 

Investments in subsidiaries, joint ventures and associates

11

15,209,631

 

14,898,466

 

509,765

 

2,148,633

Right-of-use assets, net

12

6,092

 

7,664

 

1,939,621

 

1,671,324

Property, plant and equipment, net

13

65,299

 

68,447

 

11,582,867

 

7,135,966

Intangible assets, net

14

271,505

 

273,674

 

3,660,172

 

1,908,330

Total non-current assets

 

16,041,460

 

15,739,439

 

28,751,141

 

23,510,353

Total assets

 

16,486,412

 

15,883,147

 

45,608,193

 

39,558,074




Ultrapar Participações S.A. and Subsidiaries

Graphics
Statements of financial position
As of June 30, 2025 and December 31, 2024

(In thousands of Brazilian Reais)


 

Parent

 

Consolidated

 

Note

06/30/2025

 

12/31/2024

 

06/30/2025

 

12/31/2024

Liabilities

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Trade payables

16.a

37,087

 

25,423

 

2,855,419

 

3,518,385

Trade payables - reverse factoring

16.b

 

 

257,822

 

1,014,504

Loans, financing and debentures

15

 

 

3,030,887

 

3,478,673

Derivative financial instruments

26.f

 

 

157,448

 

74,087

Salaries and related charges

 

31,539

 

44,191

 

438,265

 

480,285

Taxes payable

 

266

 

903

 

225,743

 

151,230

Energy trading futures contracts

26.h

 

 

175,687

 

66,729

Dividends payable

 

13,924

 

293,165

 

86,197

 

327,471

Income and social contribution taxes payable

 

370

 

175

 

347,561

 

322,074

Post-employment benefits

17.a

 

 

24,098

 

24,098

Provision for decarbonization credit

 

 

 

56,357

 

Provisions for tax, civil and labor risks

18.a

396

 

431

 

70,643

 

47,788

Leases payable

12.b

2,834

 

3,012

 

375,534

 

316,460

Financial liabilities of customers

 

 

 

92,544

 

117,090

Other payables

 

201

 

2,069

 

613,313

 

554,327

 

 

86,617

 

369,369

 

8,807,518

 

10,493,201

Liabilities held for sale

28

 

 

472,243

 

Total current liabilities

 

86,617

 

369,369

 

9,279,761

 

10,493,201

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

Loans, financing and debentures

15

 

 

14,158,009

 

10,381,837

Derivative financial instruments

26.f

 

 

294,551

 

367,513

Energy trading futures contracts

26.h

 

 

107,166

 

48,047

Related parties

8

2,875

 

2,875

 

3,679

 

3,516

Deferred income and social contribution taxes

9.a

 

 

724,511

 

132,825

Post-employment benefits

17.a

1,690

 

1,517

 

208,818

 

198,778

Provisions for tax, civil and labor risks

18.a

146,628

 

197,396

 

625,222

 

610,572

Leases payable

12.b

4,302

 

5,698

 

1,373,563

 

1,168,692

Financial liabilities of customers

 

 

 

29,760

 

63,135

Subscription warrants - indemnification

19

51,549

 

47,745

 

51,549

 

47,745

Provision for loss on investment

11

78,507

 

68,530

 

19,820

 

349

Other payables

 

40,560

 

31,299

 

336,015

 

218,420

Total non-current liabilities

 

326,111

 

355,060

 

17,932,663

 

13,241,429

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

Share capital

20.a

6,621,752

 

6,621,752

 

6,621,752

 

6,621,752

Equity instrument granted

20.b

114,972

 

108,253

 

114,972

 

108,253

Capital reserve

20.d

611,664

 

612,048

 

611,664

 

612,048

Treasury shares

20.c

(810,331)

 

(596,400)

 

(810,331)

 

(596,400)

Revaluation reserve

20.d

3,543

 

3,632

 

3,543

 

3,632

Profit reserves

20.e

7,987,100

 

8,195,221

 

7,987,100

 

8,195,221

Retained earnings

 

1,421,253

 

 

1,421,253

 

Accumulated other comprehensive income

 

150,810

 

214,212

 

150,810

 

214,212

Shareholder transactions

 

(27,079)

 

 

(27,079)

 

Ultrapar shareholders’ equity

 

16,073,684

 

15,158,718

 

16,073,684

 

15,158,718

Non-controlling interests

11

 

 

2,322,085

 

664,726

Total equity

 

16,073,684

 

15,158,718

 

18,395,769

 

15,823,444

Total liabilities

 

16,486,412

 

15,883,147

 

45,608,193

 

39,558,074

The accompanying notes are an integral part of the interim financial information.



Ultrapar Participações S.A. and Subsidiaries

Graphics
Statements of income
For the periods ended June 30, 2025 and 2024

(In thousands of Brazilian Reais, except earnings per thousand shares)


 

 

Parent

 

Consolidated

 

 Note

 

04/01/2025 to 06/30/2025

 

01/01/2025 to 06/30/2025

 

04/01/2024 to 06/30/2024

 

01/01/2024 to 06/30/2024

 

04/01/2025 to 06/30/2025

 

01/01/2025 to 06/30/2025

 

04/01/2024 to 06/30/2024

 

01/01/2024 to 06/30/2024

Continuing operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue from sales and services

21

 

 

 

 

 

34,055,043

 

67,384,305

 

32,343,947

 

62,739,849

Cost of products and services sold

22

 

 

 

 

 

(31,907,336)

 

(63,094,967)

 

(30,235,855)

 

(58,570,545)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

 

 

 

 

2,147,707

 

4,289,338

 

2,108,092

 

4,169,304

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (expenses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

22

 

 

 

 

 

(648,523)

 

(1,250,088)

 

(644,129)

 

(1,213,129)

General and administrative

22

 

(14,993)

 

(27,628)

 

(12,177)

 

(24,765)

 

(539,384)

 

(1,057,746)

 

(513,502)

 

(954,302)

Results from disposal of assets

 

 

(29)

 

2

 

6

 

47

 

15,394

 

20,701

 

37,073

 

73,881

Other operating income (expenses), net

22

 

50,751

 

50,301

 

(3,363)

 

31,855

 

450,056

 

363,553

 

(88,242)

 

(226,029)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating result before share of profit (loss) of subsidiaries, joint ventures and associates, financial result and income and social contribution taxes

 

 

35,729

 

22,675

 

(15,534)

 

7,137

 

1,425,250

 

2,365,758

 

899,292

 

1,849,725

Share of profit (loss) of subsidiaries, joint ventures and associates

11

 

1,063,301

 

1,397,065

 

422,983

 

838,361

 

41,418

 

(107,665)

 

(8,013)

 

(11,097)

Amortization of fair value adjustments on associates acquisition

11

 

 

 

 

 

(402)

 

(805)

 

(1,682)

 

(1,682)

Gain on acquisition of control of associate

27.b

 

 

 

 

 

91,105

 

91,105

 

 

Total share of profit (loss) of subsidiaries, joint ventures and associates

 

 

1,063,301

 

1,397,065

 

422,983

 

838,361

 

132,121

 

(17,365)

 

(9,695)

 

(12,779)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before financial result and income and social contribution taxes

 

 

1,099,030

 

1,419,740

 

407,449

 

845,498

 

1,557,371

 

2,348,393

 

889,597

 

1,836,946

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial income

23

 

10,699

 

27,980

 

23,126

 

42,872

 

644,368

 

821,258

 

280,585

 

440,780

Financial expenses

23

 

(2,330)

 

(6,917)

 

(4,121)

 

(22,763)

 

(675,781)

 

(1,032,640)

 

(486,333)

 

(929,297)

    Financial result, net

23

 

8,369

 

21,063

 

19,005

 

20,109

 

(31,413)

 

(211,382)

 

(205,748)

 

(488,517)

Income before income and social contribution taxes

 

 

1,107,399

 

1,440,803

 

426,454

 

865,607

 

1,525,958

 

2,137,011

 

683,849

 

1,348,429

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income and social contribution taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

9.b; 9.c

 

(950)

 

(950)

 

 

(10,592)

 

(306,859)

 

(471,298)

 

(306,861)

 

(394,725)

Deferred

9.b

 

(6,952)

 

(7,510)

 

11,461

 

14,374

 

(47,177)

 

(130,607)

 

114,225

 

(7,045)

 

 

 

(7,902)

 

(8,460)

 

11,461

 

3,782

 

(354,036)

 

(601,905)

 

(192,636)

 

(401,770)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income from continuing operations

 

 

1,099,497

 

1,432,343

 

437,915

 

869,389

 

1,171,922

 

1,535,106

 

491,213

 

946,659

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) from discontinued operations

28

 

(11,133)

 

(11,133)

 

 

 

(21,390)

 

(21,390)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the period

 

 

1,088,364

 

1,421,210

 

437,915

 

869,389

 

1,150,532

 

1,513,716

 

491,213

 

946,659

Income attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Shareholders of Ultrapar

 

 

1,088,364

 

1,421,210

 

437,915

 

869,389

 

1,088,364

 

1,421,210

 

437,915

 

869,389

  Non-controlling interests in subsidiaries

11

 

 

 

 

 

62,168

 

92,506

 

53,298

 

77,270

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total earnings per share from continuing operations (based on the weighted average number of shares outstanding) – R$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

24

 

1.0103

 

1.3128

 

0.3969

 

0.7895

 

1.0103

 

1.3128

 

0.3969

 

0.7895

Diluted

24

 

0.9910

 

1.2902

 

0.3912

 

0.7794

 

0.9910

 

1.2902

 

0.3912

 

0.7794

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share from discontinued operations (based on the weighted average number of shares outstanding) – R$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

24

 

(0.0102)

 

(0.0102)

 

 

 

(0.0102)

 

(0.0102)

 

 

Diluted

24

 

(0.0100)

 

(0.0100)

 

 

 

(0.0100)

 

(0.0100)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total earnings per share (based on the weighted average number of shares outstanding) – R$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

24

 

1.0001

 

1.3026

 

0.3969

 

0.7895

 

1.0001

 

1.3026

 

0.3969

 

0.7895

Diluted

24

 

0.9810

 

1.2801

 

0.3912

 

0.7794

 

0.9810

 

1.2801

 

0.3912

 

0.7794

The accompanying notes are an integral part of the interim financial information.



Ultrapar Participações S.A. and Subsidiaries

Graphics
Statements of comprehensive income
For the periods ended June 30, 2025 and 2024
(In thousands of Brazilian Reais)


 

 

Parent

 

Consolidated

 

Note

04/01/2025 to 06/30/2025

 

01/01/2025 to 06/30/2025

 

04/01/2024 to 06/30/2024

 

01/01/2024 to 06/30/2024

 

04/01/2025 to 06/30/2025

 

01/01/2025 to 06/30/2025

 

04/01/2024 to 06/30/2024

 

01/01/2024 to 06/30/2024

Net income for the period, attributable to shareholders of Ultrapar

 

1,088,364

 

1,421,210

 

437,915

 

869,389

 

1,088,364

 

1,421,210

 

437,915

 

869,389

Net income for the period, attributable to non-controlling interests in subsidiaries

 

 

 

 

 

62,168

 

92,506

 

53,298

 

77,270

Net income for the period

 

1,088,364

 

1,421,210

 

437,915

 

869,389

 

1,150,532

 

1,513,716

 

491,213

 

946,659

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Items that will be subsequently reclassified to profit or loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value adjustments of financial instruments of subsidiaries, joint ventures and associates, net of income and social contribution taxes

 

(40,512)

 

(33,765)

 

405

 

8,629

 

(34,339)

 

(27,592)

 

405

 

8,629

Translation adjustments and hedge accounting effects, net of taxes

 

(33,051)

 

(29,637)

 

 

 

(59,848)

 

(56,434)

 

 

Total comprehensive income for the period

 

1,014,801

 

1,357,808

 

438,320

 

878,018

 

1,056,345

 

1,429,690

 

491,618

 

955,288

Total comprehensive income for the period attributable to shareholders of Ultrapar

 

1,014,801

 

1,357,808

 

438,320

 

878,018

 

1,014,801

 

1,357,808

 

438,320

 

878,018

Total comprehensive income for the period attributable to non-controlling interests in subsidiaries

 

 

 

 

 

41,544

 

71,882

 

53,298

 

77,270

 

The accompanying notes are an integral part of the interim financial information.




Ultrapar Participações S.A. and Subsidiaries

Graphics
Statements of changes in equity
For the periods ended June 30, 2025 and 2024
(In thousands of Brazilian Reais, except dividends per share) 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity attributable to:

 

 

 

Note

Share capital

 

Equity instrument granted

 

Capital reserve

 

Treasury shares

 

Revaluation reserve

 

Profit reserves

 

Accumulated other comprehensive income

 

Shareholder transactions

 

Retained earnings

 

Shareholders of Ultrapar

 

Non-controlling interests (i)

 

Total equity

Balance as of December 31, 2024

 

6,621,752

 

108,253

 

612,048

 

(596,400)

 

3,632

 

8,195,221

 

214,212

 

-

 

 

15,158,718

 

664,726

 

15,823,444

Net income for the period

 

 

 

 

 

 

 

 

 

1,421,210

 

1,421,210

 

92,506

 

1,513,716

Other comprehensive income

 

 

 

 

 

 

 

(63,402)

 

-

 

 

(63,402)

 

(20,624)

 

(84,026)

Total comprehensive income for the period

 

 

 

 

 

 

 

(63,402)

 

-

 

1,421,210

 

1,357,808

 

71,882

 

1,429,690

Issuance of shares related to the subscription warrants - indemnification

 

 

 

1,126

 

 

 

 

 

 

 

1,126

 

 

1,126

Equity instrument granted

8.d; 20.b

 

6,719

 

(5,958)

 

30,403

 

 

 

 

 

 

31,164

 

(2,672)

 

28,492

Purchase of treasury shares

20.c

 

 

-

 

(244,334)

 

 

 

 

 

 

(244,334)

 

 

(244,334)

Capital increase of non-controlling shareholders

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

12,150

 

12,150

Non-controlling interest in the equity of acquired subsidiary – Hidrovias

27.b

 

 

 

 

-

 

 

 

 

-

 

 

1,666,929

 

1,666,929

Variation in change of ownership interest of non-controlling shareholders

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(42,244)

 

(42,244)

Realization of capital reserve

 

-

 

-

 

4,448

 

-

 

-

 

-

 

-

 

-

 

-

 

4,448

 

-

 

4,448

Realization of revaluation reserve

 

 

 

 

 

(89)

 

 

 

 

89

 

 

 

Shareholder transaction

 

 

 

 

 

 

 

 

(27,079)

 

(46)

 

(27,125)

 

(419)

 

(27,544)

Dividends and interest on capital attributable to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

(48,267)

 

(48,267)

Additional dividends

20.e

 

 

 

 

 

(208,121)

 

 

 

 

(208,121)

 

 

(208,121)

Balance as of June 30, 2025

 

6,621,752

 

114,972

 

611,664

 

(810,331)

 

3,543

 

7,987,100

 

150,810

 

(27,079)

 

1,421,253

 

16,073,684

 

2,322,085

 

18,395,769


 



Ultrapar Participações S.A. and Subsidiaries

Graphics
Statements of changes in equity
For the periods ended June 30, 2025 and 2024
(In thousands of Brazilian Reais, except dividends per share) 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity attributable to:

 

 

 

Note

Share capital

 

Equity instrument granted

 

Capital reserve

 

Treasury shares

 

Revaluation reserve

 

Profit reserves

 

Accumulated other comprehensive income

 

Retained earnings

 

Shareholders of Ultrapar

 

Non-controlling interests (i)

 

Total equity

Balance as of December 31, 2023

 

6,621,752

 

75,925

 

597,828

 

(470,510)

 

3,802

 

6,523,590

 

154,108

 

 

13,506,495

 

523,331

 

14,029,826

Net income for the period

 

 

 

 

 

 

 

 

869,389

 

869,389

 

77,270

 

946,659

Other comprehensive income

 

 

 

 

 

 

 

8,629

 

 

8,629

 

 

8,629

Total comprehensive income for the period

 

 

 

 

 

 

 

8,629

 

869,389

 

878,018

 

77,270

 

955,288

Issuance of shares related to the subscription warrants - indemnification

 

 

 

5,631

 

 

 

 

 

 

5,631

 

 

5,631

Equity instrument granted

8.d; 20.b

 

5,566

 

1,888

 

20,226

 

 

 

 

 

27,680

 

 

27,680

Realization of revaluation reserve of subsidiaries

 

 

 

 

 

(88)

 

 

 

88

 

 

 

Shareholder transaction - changes of ownership interest

 

 

 

 

 

 

 

 

9

 

9

 

337

 

346

Non-controlling interest in acquired subsidiary

 

 

 

 

 

 

 

 

 

 

13,501

 

13,501

Allocation of net income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on equity attributable to non-controlling interests

 

 

 

 

 

 

 

 

 

 

(43,996)

 

(43,996)

Dividends attributable to non-controlling interests

 

 

 

 

 

 

 

 

 

 

(394)

 

(394)

Approval of additional dividends by the Ordinary General Shareholders’ Meeting

 

 

 

 

 

 

(134,031)

 

 

 

(134,031)

 

 

(134,031)

Balance as of June 30, 2024

 

6,621,752

 

81,491

 

605,347

 

(450,284)

 

3,714

 

6,389,559

 

162,737

 

869,486

 

14,283,802

 

570,049

 

14,853,851

 

(i) Are substantially represented by non-controlling shareholders of Iconic and Hidrovias.

 

The accompanying notes are an integral part of the interim financial information.




Ultrapar Participações S.A. and Subsidiaries

Graphics
Statements of cash flows - indirect method
For the periods ended June 30, 2025 and 2024
(In thousands of Brazilian Reais)


 

 

Parent

 

Consolidated

 

Note

06/30/2025

 

06/30/2024

 

06/30/2025

 

06/30/2024

CASH FLOWS FROM CONTINUING OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

Net income from continuing operations

 

1,432,343

 

869,389

 

1,535,106

 

946,659

Adjustments to reconcile net income to cash provided (consumed) by operating activities

 


 

 

 

 

 

Share of profit (loss) of subsidiaries, joint ventures and associates and amortization of fair value adjustments on associates acquisition

11

(1,397,065)

 

(838,361)

 

108,470

 

12,779

Amortization of contractual assets with customers - exclusivity rights

10

 

 

218,580

 

254,977

Amortization of right-of-use assets

12

1,454

 

1,362

 

171,734

 

149,925

Depreciation and amortization

13; 14

7,819

 

7,430

 

526,211

 

453,800

Interest, monetary variations and foreign exchange variations

 

(23,326)

 

6,397

 

223,575

 

691,925

Current and deferred income and social contribution taxes

9.b

8,461

 

(3,782)

 

601,905

 

401,770

Gain (loss) on disposal or write-off of assets

 

(2)

 

(35,286)

 

(31,390)

 

(109,120)

Equity instrument granted 

 

1,656

 

17,416

 

6,719

 

27,680

Gain (loss) on the fair value of energy contracts

 

 

 

33,830

 

Provision for decarbonization - CBIO

 

 

 

220,453

 

321,269

Revaluation of investment in associates

 

 

 

(91,105)

 

Other provisions and adjustments

 

(57,988)

 

(9,453)

 

(9,813)

 

69,656

 

 

(26,648)

 

15,112

 

3,514,275

 

3,221,320

(Increase) decrease in assets

 

 

 

 

 

 

 

 

Trade receivables and reseller financing

5

 

 

(60,958)

 

(243,141)

Inventories

6

 

 

43,494

 

297,265

Recoverable taxes

 

8,249

 

33,125

 

(186,591)

 

203,275

Dividends received from subsidiaries, associates and joint ventures

 

1,064,184

 

526,166

 

2,177

 

2,010

Other assets

 

(25,993)

 

(22,907)

 

(43,382)

 

(132,392)

 

 

 

 

 

 

 

 

 

Increase (decrease) in liabilities

 

 

 

 

 

 

 

 

Trade payables and trade payables - reverse factoring

16

11,664

 

4,300

 

(1,517,726)

 

(1,057,212)

Salaries and related charges

 

(12,652)

 

(16,725)

 

(88,846)

 

(95,850)

Taxes payable

 

(637)

 

(905)

 

(2,190)

 

(38,407)

Income and social contribution taxes payable

 

3,693

 

(31,012)

 

(459,809)

 

(512,217)

Other liabilities

 

36,927

 

(14,054)

 

168,341

 

(107,044)

Acquisition of CBIO and carbon credits

14

 

 

(245,017)

 

(450,852)

Payments of contractual assets with customers - exclusivity rights

10

 

 

(151,409)

 

(195,748)

Payment of contingencies

 

 

 

(10,227)

 

(30,896)

Income and social contribution taxes paid

 

 

(2,920)

 

(41,210)

 

(135,603)

Net cash provided (consumed) by continuing operating activities

 

1,058,787

 

490,180

 

920,922

 

724,508

Net cash provided (consumed) by discontinued operating activities

 

 

 

20,631

 

Net cash provided (consumed) by operating activities

 

1,058,787

 

490,180

 

941,553

 

724,508


14




Ultrapar Participações S.A. and Subsidiaries

Graphics
Statements of cash flows - indirect method
For the periods ended June 30, 2025 and 2024
(In thousands of Brazilian Reais)


 

 

Parent

 

Consolidated

 

Note

06/30/2025

 

06/30/2024

 

06/30/2025

 

06/30/2024

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Financial investments, net of redemptions

4.b

32,646

 

142,736

 

1,297,518

 

(2,086,350)

Acquisition of property, plant and equipment and intangible assets

13; 14

(2,503)

 

(72,853)

 

(860,581)

 

(683,353)

Cash provided by disposal of investments and property, plant and equipment

 

-

 

42,893

 

74,131

 

976,968

Capital increase in subsidiaries, associates and joint ventures

11

(357,090)

 

(584,085)

 

-

 

-

Net cash consumed in the purchase of investments and other assets

 

-

 

-

 

(448,298)

 

(1,102,884)

Net cash acquired in business combination

 

-

 

 

1,155,510

 

-

Net cash provided (consumed) by continuing investing activities

 

(326,947)

 

(471,309)

 

1,218,280

 

(2,895,619)

Net cash provided (consumed) by discontinued investing activities

 

 

 

(7,591)

 

Net cash provided (consumed) by investing activities

 

(326,947)

 

(471,309)

 

1,210,689

 

(2,895,619)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Loans, financing and debentures

 

 

 

 

 

 

 

 

Proceeds

15

 

 

4,685,905

 

2,856,034

Repayments

15

 

 

(3,981,234)

 

(1,386,628)

Interest and derivatives (paid) or received

 

 

7,838

 

(977,293)

 

(629,519)

Payments of lease

 

 

 

 

 

 

 

 

Principal

12.b

(1,587)

 

(1,246)

 

(133,374)

 

(139,412)

Interest paid

12.b

(230)

 

(463)

 

(69,243)

 

(81,328)

Dividends paid

 

(487,360)

 

(436,665)

 

(497,696)

 

(461,204)

Payments of financial liabilities of customers

 

 

 

(68,510)

 

(81,888)

Capital increase made by non-controlling shareholders and redemption of shares

 

 

 

18,700

 

13,500





Ultrapar Participações S.A. and Subsidiaries

Graphics
Statements of cash flows - indirect method
For the periods ended June 30, 2025 and 2024
(In thousands of Brazilian Reais)


 

 

Parent

 

Consolidated

 

Note

06/30/2025

 

06/30/2024

 

06/30/2025

 

06/30/2024

Capital decrease








Repurchase of treasury shares

 

(244,334)

 

 

(244,334)

 

Related parties

-

(292)

 

(398)

 

(4,952)

 

(13,401)

Net cash provided (consumed) by continuing financing activities

 

(733,803)

 

(430,934)

 

(1,272,031)

 

76,154

Net cash provided (consumed) by discontinued financing activities

 

 

 

(12,833)

 

Net cash provided (consumed) by financing activities

 

(733,803)

 

(430,934)

 

(1,284,864)

 

76,154

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents in foreign currency - continuing operations

 

 

 

(41,346)

 

Effect of exchange rate changes on cash and cash equivalents in foreign currency - discontinued operations

 

 

 

 

Increase (decrease) in cash and cash equivalents - continuing operations

 

(1,963)

 

(412,063)

 

825,825

 

(2,094,957)

Increase (decrease) in cash and cash equivalents - discontinued operations

 

 

 

207

 

Cash and cash equivalents at the beginning of the period - continuing operations

4.a

4,186

 

412,840

 

2,071,593

 

5,925,688

Cash and cash equivalents at the beginning of the period - discontinued operations

 

 

 

11,313

 

Cash and cash equivalents at the end of the period - continuing operations

4.a

2,223

 

777

 

2,897,418

 

3,830,731

Cash and cash equivalents at the end of the period - discontinued operations

 

 

 

11,520

 

 

 

 

 

 

 

 

 

 

Non-cash transactions:

 

 

 

 

 

 

 

 

Addition on right-of-use assets and leases payable

 

 

 

156,287

 

97,809

Addition on contractual assets with customers - exclusivity rights

 

 

 

23,739

 

27,827

Reclassification between financial assets and investment in associates

 

 

 

7,397

 

645,333


The accompanying notes are an integral part of the interim financial information.


16



Ultrapar Participações S.A. and Subsidiaries

Graphics
Statements of value added
For the periods ended June 30, 2025 and 2024
(In thousands of Brazilian Reais)

 

 

Parent

 

Consolidated

 

Note

06/30/2025

 

06/30/2024

 

06/30/2025

 

06/30/2024

Revenues

 

 

 

 

 

 

 

 

Gross revenue from sales and services, except rents and royalties

 

 

 

69,859,366

 

65,252,229

Rebates, discounts and returns

 

 

 

(483,469)

 

(514,560)

Allowance for expected credit losses

5

 

 

(22,664)

 

(12,423)

Amortization of contractual assets with customers - exclusivity rights

10

 

 

(218,580)

 

(254,977)

Gain (loss) on disposal of assets and other operating income (expenses), net

 

50,303

 

31,901

 

384,254

 

(152,155)

 

 

50,303

 

31,901

 

69,518,907

 

64,318,114

Materials purchased from third parties

 

 

 

 

 

 

 

 

Cost of products and services sold

 

 

 

(63,170,560)

 

(58,594,835)

Materials, energy, third-party services and others

 

120,451

 

103,558

 

(945,130)

 

(911,480)

Provision for assets losses

 

 

 

 

253

 

 

120,451

 

103,558

 

(64,115,690)

 

(59,506,062)

Gross value added

 

170,754

 

135,459

 

5,403,217

 

4,812,052

Retentions

 

 

 

 

 

 

 

 

Depreciation and amortization of intangible assets and right-of-use assets

12.a; 13; 14

(9,273)

 

(8,792)

 

(697,945)

 

(603,725)

 

 

(9,273)

 

(8,792)

 

(697,945)

 

(603,725)

Net value added produced by the Company

 

161,481

 

126,667

 

4,705,272

 

4,208,327

Value added received in transfer

 

 

 

 

 

 

 

 

Total share of profit (loss) of subsidiaries, joint ventures and associates

11

1,397,065

 

838,361

 

(17,365)

 

(12,779)

Rents and royalties

 

 

 

159,123

 

160,235

Financial income

23

27,980

 

42,872

 

821,258

 

440,780

 

 

1,425,045

 

881,233

 

963,016

 

588,236

Value added from continuing operations available for distribution

 

1,586,526

 

1,007,900

 

5,668,288

 

4,796,563

Value added from discontinued operations available for distribution

 

(11,133)

 

 

(21,390)

 

Total value added available for distribution

 

1,575,393

 

1,007,900

 

5,646,898

 

4,796,563

Distribution of value added

 

 

 

 

 

 

 

 

Personnel and related charges

 

 

 

 

 

 

 

 

Salaries and wages

 

100,514

 

84,817

 

833,868

 

727,991

Benefits

 

15,342

 

13,166

 

243,556

 

222,162

Government Severance Indemnity Fund for Employees (FGTS)

 

4,536

 

3,874

 

51,852

 

52,318

Others

 

4,490

 

4,745

 

52,515

 

118,414

 

 

124,882

 

106,602

 

1,181,791

 

1,120,885

Taxes, fees, and contributions

 

 

 

 

 

 

 

 

Federal

 

19,551

 

23,591

 

1,568,203

 

1,438,744

State

 

 

 

242,592

 

272,304

Municipal

 

222

 

103

 

97,529

 

80,247

 

 

19,773

 

23,694

 

1,908,324

 

1,791,295

Financial expenses and rents

 

 

 

 

 

 

 

 

Interest, foreign exchange variations and financial instruments

 

1,898

 

1,310

 

880,359

 

829,736

Rents

 

2,304

 

3,097

 

69,328

 

53,040

Others

 

5,326

 

3,808

 

93,380

 

54,948

 

 

9,528

 

8,215

 

1,043,067

 

937,724

Remuneration of own capital

 

 

 

 

 

 

 

 

Interest on capital and dividends

 

 

 

48,267

 

43,996

Retained earnings

 

1,432,343

 

869,389

 

1,486,839

 

902,663

 

 

1,432,343

 

869,389

 

1,535,106

 

946,659

Value added from continuing operations distributed

 

1,586,526

 

1,007,900

 

5,668,288

 

4,796,563

Value added from discontinued operations distributed

 

(11,133)

 

 

(21,390)

 

Value added distributed

 

1,575,393

 

1,007,900

 

5,646,898

 

4,796,563

The accompanying notes are an integral part of the interim financial information. 



Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025

 

 

Ultrapar Participações S.A. (“Ultrapar” or “Company”) is a publicly-traded company headquartered at the Brigadeiro Luís Antônio Avenue, 1343 in the city of São Paulo – SP, Brazil, listed on B3 S.A. – Brasil, Bolsa, Balcão (“B3”), in the Novo Mercado listing segment under the ticker “UGPA3” and on the New York Stock Exchange (“NYSE”) in the form of level III American Depositary Receipts (“ADRs”) under the ticker “UGP”.

 

The Company engages in the investment of its own capital in services, commercial and industrial activities, through the subscription or acquisition of shares of other companies. Through its subsidiaries, it operates on liquefied petroleum gas distribution and other energies (“Ultragaz”), fuel distribution and related businesses (“Ipiranga” or “IPP”), storage services for liquid bulk (“Ultracargo”) and logistics and waterway and multimodal infrastructure (“Hidrovias”). The information on segments is disclosed in Note 25.

 

This interim financial information was authorized for issuance by the Board of Directors on August 13, 2025.

 

a. Principles of consolidation and interest in subsidiaries

 

a.1 Principles of consolidation

 

In the preparation of the consolidated interim financial information the investments of one company in another, balances of asset and liability accounts, revenue transactions, costs and expenses were eliminated, as well as the effects of transactions conducted between the companies. Non-controlling interests in subsidiaries are presented within consolidated equity and net income.

 

Consolidation of a subsidiary begins when the Company obtains direct or indirect control over an entity and ceases when the company loses control. Income and expenses of a subsidiary acquired are included in the consolidated statements of income and of comprehensive income from the date the Company gains control. Income and expenses of a subsidiary, in which the Company loses control, are included in the consolidated statements of income and of comprehensive income until the date the Company loses control.

 

When necessary, adjustments are made to the financial information of subsidiaries to bring their accounting policies into line with the Company’s accounting policies.




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


a.2 Interest in subsidiaries
 

The consolidated interim financial information includes the following direct and indirect subsidiaries:

 

 

 

 

 

 

Interest % rounded

 

 

 

 

 

06/30/2025

 

12/31/2024

 

 

 

 

 

Control

 

Control

 

 

Location

Segment

 

Direct

 

Indirect

 

Direct

 

Indirect

Ultra Mobilidade S.A. (1)

 

Brazil

Ipiranga

 

100

 

-

 

100

 

-

Centro de Conveniências Millennium Ltda. and subsidiaries (2)

 

Brazil

Ipiranga

 

-

 

-

 

-

 

100

am/pm Comestíveis Ltda. (3)

 

Brazil

Ipiranga

 

-

 

100

 

-

 

-

Glazed Brasil S.A. (“Krispy Kreme”)

 

Brazil

Ipiranga

 

-

 

55

 

-

 

-

Centro de Conveniências Millennium Ltda. and subsidiaries

 

Brazil

Ipiranga

 

-

 

100

 

-

 

-

Neodiesel Ltda.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Serra Diesel Transportador Revendedor Retalhista Ltda.

 

Brazil

Ipiranga

 

-

 

60

 

-

 

60

Neoagro Diesel Ltda. (4)

 

Brazil

Ipiranga

 

-

 

100

 

-

 

-

Ipiranga Produtos de Petróleo S.A.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

am/pm Comestíveis Ltda.

 

Brazil

Ipiranga

 

-

 

-

 

-

 

100

Glazed Brasil S.A. (“Krispy Kreme”)

 

Brazil

Ipiranga

 

-

 

-

 

-

 

55

Ipiranga Trading Limited

 

British Virgin Islands

Ipiranga

 

-

 

100

 

-

 

100

Ipiranga Imobiliária Ltda.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Ipiranga Logística Ltda.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Oil Trading Importadora e Exportadora Ltda.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Iconic Lubrificantes S.A.

 

Brazil

Ipiranga

 

-

 

56

 

-

 

56

Integra Frotas Ltda.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Irupé Biocombustíveis Ltda.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Ipiranga Trading North America LLC.

 

United States

Ipiranga

 

-

 

100

 

-

 

100

Ipiranga Trading Middle East DMCC

 

Dubai

Ipiranga

 

-

 

100

 

-

 

100

Ipiranga Trading Europe S.A.

 

Switzerland

Ipiranga

 

-

 

100

 

-

 

100

Eaí Clube Automobilista S.A.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Abastece Aí Participações S.A.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Abastece Aí Clube Automobilista Instituição de Pagamento Ltda.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Companhia Ultragaz S.A.

 

Brazil

Ultragaz

 

99

 

-

 

99

 

-

Ultragaz Energia Ltda. and subsidiaries

 

Brazil

Ultragaz

 

-

 

100

 

-

 

100

Nova Paraná Distribuidora de Gás Ltda.

 

Brazil

Ultragaz

 

-

 

100

 

-

 

100

Utingás Armazenadora S.A.

 

Brazil

Ultragaz

 

-

 

57

 

-

 

57

Bahiana Distribuidora de Gás Ltda.

 

Brazil

Ultragaz

 

-

 

100

 

-

 

100

NEOgás do Brasil Gás Natural Comprimido S.A.


Brazil

Ultragaz

 

-

 

100

 

-

 

100

Wtz Participações S.A.

 

Brazil

Ultragaz

 

-

 

52

 

-

 

52

UVC Investimentos Ltda.

 

Brazil

Others

 

100

 

-

 

100

 

-

Ultra Logística Ltda.

 

Brazil

Hidrovias

 

100

 

-

 

100

 

-

Hidrovias do Brasil S.A. (5)

 

Brazil

Hidrovias

 

-

 

52

 

-

 

-

Hidrovias do Brasil – Vila do Conde S.A.

 

Brazil

Hidrovias

 

-

 

100

 

-

 

-

Hidrovias do Brasil – Cabotagem Ltda. (6)

 

Brazil

Hidrovias

 

-

 

100

 

-

 

-

Hidrovias do Brasil – Administração Portuária de Santos S.A.

 

Brazil

Hidrovias

 

-

 

100

 

-

 

-

Hidrovias del Sur S.A.

 

Uruguay

Hidrovias

 

-

 

100

 

-

 

-

Baloto S.A.

 

Uruguay

Hidrovias

 

-

 

100

 

-

 

-

Girocantex S.A.

 

Uruguay

Hidrovias

 

-

 

100

 

-

 

-

Cikelsol S.A.

 

Uruguay

Hidrovias

 

-

 

100

 

-

 

-

Resflir S.A.

 

Uruguay

Hidrovias

 

-

 

100

 

-

 

-

Hidrovias del Paraguay S.A.

 

Paraguay

Hidrovias

 

-

 

100

 

-

 

-

Pricolpar S.A.

 

Paraguay

Hidrovias

 

-

 

100

 

-

 

-

Hidrovias Navegación Fluvial S.A.

 

Paraguay

Hidrovias

 

-

 

100

 

-

 

-

Hidrovias South America BV

 

Netherlands

Hidrovias

 

-

 

100

 

-

 

-

Hidrovias International Finance S.à.r.l.

 

Luxembourg

Hidrovias

 

-

 

100

 

-

 

-

Ultracargo Logística S.A. (7)

 

Brazil

Ultracargo

 

-

 

-

 

-

 

99

Ultracargo Soluções Logísticas S.A.

 

Brazil

Ultracargo

 

-

 

-

 

-

 

100

Ultracargo Logística S.A.

 

Brazil

Ultracargo

 

99

 

-

 

-

 

-

Ultracargo Soluções Logísticas S.A.

 

Brazil

Ultracargo

 

-

 

100

 

-

 

-

Ultrapar International S.A.

 

Luxembourg

Others

 

100

 

-

 

100

 

-

Imaven Imóveis Ltda.

 

Brazil

Others

 

100

 

-

 

100

 

-

  



Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


(1) On January 2, 2025, the name of subsidiary Ultrapar Mobilidade Ltda. was changed to Ultra Mobilidade S.A.
(2) On January, 2025, indirect subsidiary Centro de Conveniências Millenium. and subsidiaries started being directly controlled by am/pm Comestíveis Ltda.
(3) On January, 2025, indirect subsidiary am/pm Comestíveis Ltda. started being directly controlled by Ultra Mobilidade S.A.
(4) Company established on May 5, 2025, engaged in the wholesale trade of fuel carried out by carrier-reseller-retailer (TRR).
(5) In May 2025, subsidiary Ultra Logística Ltda. became the controlling shareholder of Hidrovias. For further details, see Note 27.b.
(6) The information on Hidrovias do Brasil – Cabotagem is presented as Discontinued Operation according to Note 28.
(7) On January 2, 2025, indirect subsidiary Ultracargo Logística S.A started being directly controlled by Ultrapar.

 

b. Main events that occurred in the period

 

b.1 Acquisition of significant stake in Hidrovias
 

During the period ended June 30, 2025, the Company, through its subsidiary Ultra Logística, acquired additional shares in Hidrovias do Brasil S.A (“Hidrovias”), reaching an interest of 52.05% in the share capital of this investee (41.94% as of December 31, 2024), and became the controlling shareholder of Hidrovias. For further information, see Note 27.b.

  

 

The individual and consolidated interim financial information ("interim financial information"), identified as Parent and Consolidated, was prepared in accordance with the International Accounting Standard ("IAS") 34 – Interim Financial Reporting issued by the International Accounting Standards Board ("IASB"), and in accordance with the pronouncement CPC 21 (R1) – Interim Financial Reporting, issued by the Brazilian Accounting Pronouncements Committee (“CPC”), approved by the Brazilian Federal Accounting Council (“CFC”) and presented in accordance with the rules issued by the Securities and Exchange Commission of Brazil (“CVM”).

 

The Company’s interim financial information is presented in thousands of Brazilian Real (“R$”), which is the Company’s functional currency, and the interim financial information was prepared using information from Ultrapar and its subsidiaries on the same base date, unless otherwise stated.

 

The preparation of the interim financial information requires management to make judgments, use estimates and adopt assumptions in the application of accounting policies that affect the reported amounts of income, expenses, assets and liabilities, including contingent liabilities. The uncertainty related to these judgments, assumptions and estimates could lead to results that require a significant adjustment to the carrying amount of certain assets and liabilities in future years. For the six-month period ended June 30, 2025, no changes were observed in such judgments, estimates and assumptions in relation to those disclosed as of December 31, 2024.

 

The interim financial information has been prepared on a historical cost basis, except for the following material items recognized in the statements of financial position:



(i) derivative and non-derivative financial instruments measured at fair value;

(ii) share-based payments and employee benefits measured at fair value;

(iii) deemed cost of property, plant and equipment.

 

This interim financial information was prepared using consistent accounting policies and practices on Ultrapar and its subsidiaries.

 

This interim financial information should be read together with the individual and consolidated financial statements of the Company for the year ended December 31, 2024 since its objective is to provide an update of the significant activities, events and circumstances and does not duplicate previously disclosed information, except when Management considers it relevant to maintain certain information.

 



Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025

 

Reclassifications

 

With the objective of increasing transparency of derivative financial instrument balances, enabling verification of the amounts in the balance sheet and providing greater comparability between the periods presented, we carried out reclassifications between line items as shown below:

 

 

 

Consolidated

 

 

Published

 

 

 

Reclassified

 

 

12/31/2024

 

Reclassification

 

12/31/2024

Current assets (i)

 

 

 

 

 

 

Financial investments, derivative instruments and other financial assets

 

2,553,011

 

(2,553,011)

 

-

Financial investments and other financial assets

 

-

 

2,306,927

 

2,306,927

Derivative financial instruments

 

-

 

246,084

 

246,084

 

 

2,553,011

 

-

 

2,553,011

Non-current assets (i)

 

 

 

 

 

 

Financial investments, derivative instruments and other financial assets

 

3,407,080

 

(3,407,080)

 

-

Financial investments and other financial assets

 

-

 

2,819,179

 

2,819,179

Derivative financial instruments

 

-

 

585,294

 

585,294

Other receivables and other assets

 

114,469

 

2,607

 

117,076

 

 

3,521,549

 

-

 

3,521,549

 

 

 

Published

 

 

 

Reclassified

 

 

12/31/2024

 

Reclassification

 

12/31/2024

Current liabilities (ii)

 

 

 

 

 

 

Loans, financing and derivative financial instruments

 

3,175,017

 

(3,175,017)

 

-

Debentures

 

377,743

 

(377,743)

 

-

Loans, financing and debentures

 

-

 

3,478,673

 

3,478,673

Derivative financial instruments

 

-

 

74,087

 

74,087

 

 

3,552,760

 

-

 

3,552,760

Non-current liabilities (ii)

 

 

 

 

 

 

Loans, financing and derivative financial instruments

 

6,393,232

 

(6,393,232)

 

-

Debentures

 

4,356,118

 

(4,356,118)

 

-

Loans, financing and debentures

 

-

 

10,381,837

 

10,381,837

Derivative financial instruments

 

-

 

367,513

 

367,513

 

 

10,749,350

 

-

 

10,749,350


(i)

Financial investments, that until the previous quarter were disclosed together with derivative financial instrument assets are now disclosed under separate line items in the statement of financial position.

(ii)

Loans and financing, that until the previous quarter were disclosed under separate line items of debentures were consolidated and are now disclosed under the same line item; additionally, derivative financial instrument liabilities, that were disclosed on a consolidated basis together with loans and financing are now disclosed under separate line items in the statement of financial position.

   



Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025

 

 

The Company evaluated and, when necessary, applied for the first time the new standards and interpretations issued by the International Accounting Standards Board (IASB) and the Brazilian Accounting Pronouncements Committee (“CPC”).

 

a.      New accounting policies and changes in accounting policies

 

a.1 Accounting policies adopted


The following guidance issued in the CPC effective on or after January 1, 2025 was evaluated and does not change the accounting practice adopted by the Company:

  • OCPC 10 – Carbon Credits

 a.2 Accounting policies not adopted


The following new standards, amendments to standards and interpretations of IFRS Accounting Standards issued by the International Accounting Standards Board - IASB were not adopted since they are not effective in the period ended June 30, 2025. The Company and its subsidiaries plan to adopt these new standards, amendments and interpretations, if applicable, when they become effective, and do not expect a material impact of their adoption on their future individual and consolidated financial statements.

  • IFRS 18 – Presentation and Disclosure in Financial Statements
  • IAS 21/ CPC 02 – The Effects of Changes in Foreign Exchange Rates
  • IFRS 19 – Subsidiaries without Public Accountability

 

Cash equivalents and financial investments, excluding cash and bank deposits, are substantially represented by investments: (i) in Brazil, in certificates of deposit of financial institutions linked to interest rate of the Interbank Deposits (“DI”), in repurchase agreement, financial bills, private securities and in short-term investment funds, whose portfolio is comprised of Brazilian Federal Government bonds and certificates of deposit of financial institutions; (ii) outside Brazil, in certificates of deposit of financial institutions and in short-term investment funds, whose portfolio is comprised of Federal Government bonds. 

 

a. Cash and cash equivalents

 

 

Parent

 

Consolidated

 

06/30/2025

 

12/31/2024

 

06/30/2025

 

12/31/2024

Cash and banks

 

 

 

 

 

 

 

In local currency

1,789

 

120

 

533,236

 

211,047

In foreign currency

 

 

446,221

 

194,793

Financial investments considered cash equivalents

 

 

 

 

 

 

 

Securities and funds

 

 

 

 

 

 

 

In local currency

434

 

4,066

 

1,266,299

 

1,286,152

In foreign currency

 

 

651,662

 

379,601

Total cash and cash equivalents

2,223

 

4,186

 

2,897,418

 

2,071,593


22



Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


b. Financial investments

 

 

Parent

 

Consolidated

 

06/30/2025

 

12/31/2024

 

06/30/2025

 

12/31/2024

Financial investments

 

 

 

 

 

 

 

Securities and funds

 

 

 

 

 

 

 

In local currency

307,431

 

320,101

 

995,664

 

2,271,980

In foreign currency (a)

 

 

2,512,437

 

2,854,126

Total financial investments

307,431

 

320,101

 

3,508,101

 

5,126,106

Current

7,431

 

20,100

 

1,088,104

 

2,306,927

Non-current

300,000

 

300,001

 

2,419,997

 

2,819,179

 

(a)   Refers substantially to financial investments made by subsidiary Ultrapar International in Time Deposits.


 

a. Trade receivables and reseller financing

  

Trade receivables

06/30/2025

 

12/31/2024

Domestic customers

3,956,834

 

3,885,310

Domestic customers - related parties (see Note 8)

3,910

 

301

Foreign customers

192,401

 

19,032

Foreign customers - related parties (see Note 8)

2,767

 

8,361

 

4,155,912

 

3,913,004

(-) Allowance for expected credit losses

(373,809)

 

(345,735)

Total - trade receivables of customers

3,782,103

 

3,567,269

Current

3,739,280

 

3,540,266

Non-current

42,823

 

27,003

 

 

 

 

Reseller financing

06/30/2025

 

12/31/2024

Reseller financing – Ipiranga

1,345,850

 

1,404,883

(-) Allowance for expected credit losses

(133,718)

 

(126,859)

Total – reseller financing

1,212,132

 

1,278,024

Current

493,748

 

511,979

Non-current

718,384

 

766,045





Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


b. Allowance for expected credit losses – trade receivables and reseller financing

 

Movements in the allowance for expected credit losses of trade receivables and reseller financing are as follows:

 

 

Trade receivables

 

Reseller financing

 

Total

Balance as of December 31, 2024

345,735

 

126,859

 

472,594

Additions

56,082

 

19,074

 

75,156

Reversals

(18,725)

 

(6,987)

 

(25,712)

Write-offs

(21,735)

 

(5,228)

 

(26,963)

Opening balance - acquisition of subsidiary (i)

12,452

 

 

12,452

Balance as of June 30, 2025

373,809

 

133,718

 

507,527

 

(i) On May 8, 2025, the Company acquired the control of Hidrovias; for further details, see Note 27.b.

 

The table below presents information on credit risk exposure, resulting from balances of trade receivables and reseller financing.

 

 

06/30/2025

 

12/31/2024

 

Weighted average rate of expected losses

 

Gross accounting balance

 

Allowance for expected credit losses

 

Weighted average rate of expected losses

 

Gross accounting balance

 

Allowance for expected credit losses

Current

0.64%

 

4,225,159

 

26,837

 

0.55%

 

4,289,620

 

23,517

Less than 30 days

2.06%

 

230,999

 

4,749

 

3.14%

 

141,756

 

4,452

31-60 days

3.39%

 

76,633

 

2,601

 

20.26%

 

40,402

 

8,186

61-90 days

10.87%

 

26,927

 

2,928

 

14.96%

 

27,360

 

4,093

91-180 days

23.86%

 

101,314

 

24,171

 

30.37%

 

57,289

 

17,396

More than 180 days

53.08%

 

840,730

 

446,241

 

54.49%

 

761,460

 

414,950

 

 

 

5,501,762

 

507,527

 

 

 

5,317,887

 

472,594




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


 

 

06/30/2025

 

12/31/2024

Fuels, lubricants and greases

3,088,071

 

3,009,100

Raw materials

324,621

 

373,544

Purchase for future delivery (1)

172,088

 

255,001

Consumable materials and other items for resale

287,748

 

129,539

Liquefied petroleum gas - LPG

144,778

 

128,098

Properties for resale

21,289

 

21,794

 

4,038,595

 

3,917,076


(1) Refers substantially to ethanol, biodiesel and advances for fuel acquisition.

 

Movements in the provision for inventory losses are as follows:

 

Balance as of December 31, 2024

3,920

Reversal of provision for obsolescence and other losses

(624)

Reversal of provision for adjustment to realizable value

(490)

Balance as of June 30, 2025

2,806


 

a. Recoverable taxes

 

Recoverable taxes are substantially represented by credits of Tax on Goods and Services (“ICMS”, the Brazilian VAT), Contribution for Social Security Financing (“COFINS”) and Social Integration Program (“PIS”).

 

 

06/30/2025

 

12/31/2024

ICMS (a.1)

1,538,968

 

1,416,708

PIS and COFINS - Federal VAT (a.2)

3,685,429

 

3,172,417

Others

99,431

 

101,152

Total

5,323,828

 

4,690,277

Current

2,022,246

 

2,040,008

Non-current

3,301,582

 

2,650,269


a.1 The recoverable ICMS net of provision for losses is substantially related to the following operations:

 

Tax credits are recognized mainly of the following nature: a) transactions of inputs and outputs of products subject to taxation of the own ICMS; b) interstate outflows of oil-related products, whose ICMS was prepaid by the supplier (Petrobras); c) credits for refunds of the ICMS-ST (tax substitution) overpaid when the estimated calculation base used is higher than that of the actual operation performed.


In 2023, with the enactment of Supplementary Law 192/22, the single-phase ICMS levy on LPG, diesel, biodiesel, gasoline and anhydrous ethanol became effective. Due to the advent of this new calculation modality, the subsidiaries have stopped generating credits related to the refunds of ICMS-ST (tax substitution).


Management estimates the realization of the credits classified in non-current assets within a term of up to 5 years.





Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


a.2 The recoverable PIS and COFINS are substantially related to:

ICMS in the PIS and COFINS calculation basis - The balance of PIS and COFINS includes credits recorded under Laws 10,637/02 and 10,833/03, as well as amounts arising from a STF’s favorable decision (Theme 69) regarding the exclusion of ICMS from the PIS and COFINS calculation basis.

In the period ended June 30, 2025, the Company, through its subsidiary Ipiranga, recognized effects from tax credits of R$ 848,205 (R$ 487,254 under “other operating income (expenses)” and R$ 360,951 under “financial income”), relating to the periods from November 2008 to December 2024, arising from supplementary calculations (specific regime operations) related to final and unappealable decisions of lawsuits.

Supplementary Law 192 - On March 11, 2022 Supplementary Law (“LC” 192/22”) was published to reduce the tax burden of the fuel supply chain. Art. 9 of said law established the reduction of the PIS and COFINS tax rates levied on diesel, biodiesel and LPG to zero through December 31, 2022, ensuring at the same time the maintenance of credits taken across the whole supply chain up to September 21, 2022 (90 days after the publication of LC 194/22 that restricted the right to take credits on taxpayers), when it became effective.

The Company, through its subsidiaries, has credits in the amount of R$ 1,242,663 (R$ 1,686,836 as of December 31, 2024) from the LC 192/22. These credits were recorded considering the expectation of realization by the Company within a 5-year period from the date of generation, period in which the Company has the ability to use these credits. The estimated realization is updated annually considering the estimated future results.

 

b. Recoverable income and social contribution taxes

 

Relates to IRPJ and CSLL to be recovered by the Company and its subsidiaries, arising from the tax advances of previous years, as well as referring to lawsuits on the non-levy of IRPJ and CSLL on the monetary variation (SELIC) in the repetition of undue payments. The Company, through its subsidiaries, has a recoverable IRPJ and CSLL balance of R$ 598,897, of which R$ 286,584 recorded as current and R$ 312,313 recorded as non-current (R$ 498,067, of which R$ 151,930 recorded as current and R$ 346,137 recorded as non-current as of December 31, 2024). The Management estimates the realization of these credits within up to 5 years.


 

a. Parent


 

Assets

 

Liabilities

 

06/30/2025

 

12/31/2024

 

06/30/2025

 

12/31/2024

Transactions with joint ventures

 

 

 

 

 

 

 

Química da Bahia Indústria e Comércio S.A.

 

 

2,875

 

2,875

 

 

 

 

 

 

 

 

Transactions with subsidiaries

 

 

 

 

 

 

 

Ipiranga Produtos de Petróleo S.A.

63,267

 

50,548

 

 

431

Cia Ultragaz S.A.

32,357

 

28,588

 

 

1,761

Ultracargo Logística S.A.

315,880

 

313,873

 

349

 

Eaí Clube Automobilista S.A.

698

 

1,008

 

 

78

am/pm Comestíveis Ltda.

3,511

 

5,079

 

64

 

19

Others

1,257

 

966

 

280

 

11

Total

416,970

 

400,062

 

3,568

 

5,175

 

 

 

 

 

 

 

 

Other receivables/payables

101,943

 

86,973

 

693

 

2,300

Related parties

7,368

 

7,076

 

2,875

 

2,875

Financial investments (1)

307,659

 

306,013

 

 


(1) Refers to funds released to subsidiary Ultracargo Logística S.A.





Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


b. Consolidated

 

Balances and transactions between the Company and its subsidiaries have been eliminated in consolidation and are not disclosed in this Note. The balances and transactions between the Company and its subsidiaries with other related parties are highlighted below:

 

 

Assets

 

Liabilities

 

Operating result - Sales/(Purchases)

 

06/30/2025

 

12/31/2024

 

06/30/2025

 

12/31/2024

 

06/30/2025

 

06/30/2024

Transactions with subsidiaries and joint ventures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transactions with joint ventures

 

 

 

 

 

 

 

 

 

 

 

Refinaria de Petróleo Riograndense S.A.

2

 

 

24,144

 

9,846

 

(344,353)

 

(239,271)

Latitude Logística Portuária S.A.

7,959

 

10,862

 

33

 

 

 

Navegantes Logística Portuária S.A.

37,487

 

29,406

 

 

 

 

Hidrovias do Brasil S.A.

-

 

416

 

-

 

-

 

-

 

-

Obrinel S.A.

5,615

 

 

 

 

 

Others

8,838

 

7,943

 

2,921

 

2,875

 

175

 

205

 

 

 

 

 

 

 

 

 

 

 

 

Transactions with other related parties

 

 

 

 

 

 

 

 

 

 

 

Chevron Oronite Brasil Ltda. (1)

3,235

 

 

34,736

 

13,434

 

(114,421)

 

(92,926)

Chevron Products Company (1)

 

 

120,206

 

159,432

 

(306,089)

 

(326,199)

Others

3,443

 

8,760

 

6,118

 

1,449

 

2,571

 

(1,701)

Total

66,579

57,387

 

188,158

 

187,036

 

(762,117)

 

(659,892)

 

 

 

 

 

 

 

 

 

 

 

 

Trade receivables (Note 5)

6,677

 

8,662

 

 

 

 

Other receivables

249

 

416

 

 

 

 

Trade payables (Note 16)

 

 

183,702

 

183,520

 

 

Other payables

 

 

777

 

 

 

Related parties

59,653

 

48,309

 

3,679

 

3,516

 

 

Sales and services provided

 

 

 

 

21,667

 

7,988

Purchases

  

 

 

 

(783,784)

 

(667,880)


(1) 

Non-controlling shareholders and other related parties of Iconic.


Purchase and sale transactions relate substantially to the purchase of raw materials, feedstock, transportation, and storage services based on prices and terms negotiated between the parties, with customers and suppliers with comparable operational performance.

 

c. Key executives (Consolidated)

 

The Ultrapar’s compensation policy and practices are designed to align short and long-term interests with shareholders and the Company’s sustainability. The short and long-term variable compensation is linked to growth goals in results and generated economic value, aligned with shareholders’ interests. Variable compensation also directs the professionals’ focus to the strategic plan approved by the Board of Directors, and is linked to annual growth goals in financial results and priority matters for the Company.


The expenses for compensation of its key executives (Company’s directors and executive officers) are shown below:

 

 

06/30/2025

 

06/30/2024

Short-term compensation

23,960

 

28,445

Stock compensation

36,806

 

31,561

Post-employment benefits

2,155

 

2,992

Total

62,921

 

62,998





Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


d. Stock plan (Consolidated)

 

In the financial statements for the year ended December 31, 2024 (Note 8), the characteristics and measurement criteria of each plan (2017 Plan and 2023 Plan) offered by the Company were disclosed, which did not undergo any changes during the six-month period ended June 30, 2025.


The table below summarizes the restricted and performance stock programs under the 2017 Plan and the 2023 Plan:

Program

Grant date

Number of shares granted (Quantity)

Vesting period

Fair value of shares on the grant date (in R$)

Total exercisable grant costs, including taxes (in R$ thousands)

 

Accumulated recognized exercisable grant costs (in R$ thousands)

 

Unrecognized exercisable grant costs (in R$ thousands)

Restricted

September 02, 2019

240,000

2025

16.42

6,774

 

(6,587)

 

187

Restricted

September 16, 2020

140,000

2026

23.03

5,464

 

(4,402)

 

1,062

Restricted

September 22, 2021

1,000,000

2027

14.17

24,093

 

(16,508)

 

7,585

Restricted

April 06, 2022

44,836

2025

14.16

2,199

 

(2,199)

 

-

Performance

April 06, 2022

69,982

2025

14.16

3,784

 

(3,784)

 

-

Restricted

September 21, 2022

2,640,000

2032

12.98

63,943

 

(17,569)

 

46,374

Restricted

December 07, 2022

1,500,000

2032

13.47

37,711

 

(9,746)

 

27,965

Restricted

April 20, 2023

1,122,656

2026

14.50

30,560

 

(22,604)

 

7,956

Performance

April 20, 2023

1,156,903

2026

14.50

31,320

 

(23,364)

 

7,956

Restricted

September 20, 2023

3,700,000

2033

18.75

129,322

 

(23,757)

 

105,565

Restricted

April 17, 2024

3,444,789

2027 to 2029

26.94

175,861

 

(51,586)

 

124,275

Restricted

June 19, 2024

60,683

2027

21.47

2,468

 

(823)

 

1,645

Restricted

October 01, 2024

1,295,000

2034

23.10

55,785

 

(4,184)

 

51,601

Restricted

April 03, 2025

4,590,749

2027 to 2028

17.78

153,635

 

(10,404)

 

143,231



21,005,598

722,919
(197,517)
525,402


Number of shares as of December 31, 2024

 

18,521,704

Shares granted during the period

 

4,590,749

Cancellation of granted shares due to termination of executive employment

 

(159,063)

Shares transferred (vesting)

 

(1,947,792)

Number of shares as of June 30, 2025

 

21,005,598

 

The Company does not have shares that were not transferred after the period for transfer of the ownership of the shares. For the six-month period ended June 30, 2025, an expense in the amount of R$ 53,599 was recognized in relation to the Plan (R$ 53,999 for the period ended June 30, 2024).

For all plans, settlements are made only with the delivery of treasury shares. The values of the grants were determined on the granting date based on the market value of these shares on B3 (the Brazilian Stock Exchange). 





Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


 

a. Deferred income (IRPJ) and social contribution taxes (CSLL)

 

The Company and its subsidiaries recognize deferred tax assets and liabilities, which are not subject to the statute of limitations, mainly resulting from provisions for differences between cash and accrual basis, tax loss carryforwards, leasing operations, negative bases and provisions for tax, civil, and labor risks. Deferred tax assets are sustained by the continued profitability of their operations.

 

For purposes of disclosure, deferred tax assets were offset against deferred tax liabilities, in the same taxable entity.


 

Parent

 

Consolidated

 

06/30/2025

 

12/31/2024

 

06/30/2025

 

12/31/2024

Assets - Deferred income and social contribution taxes on:

 

 

 

 

 

 

 

Provision for losses with assets

 

 

41,896

 

41,467

Provisions for tax, civil and labor risks

49,988

 

67,261

 

174,957

 

188,495

Provision for post-employment benefits

574

 

516

 

79,580

 

76,166

Provision for differences between cash and accrual basis (i)

 

 

20,117

 

19,483

Goodwill

 

 

12,546

 

10,317

Provision for asset retirement obligation

 

 

12,948

 

13,472

Operating provisions

8,554

 

4,366

 

68,091

 

60,120

Provision for profit sharing and bonus

5,462

 

10,246

 

48,966

 

76,880

Leases payable

2,426

 

2,961

 

587,131

 

499,988

Provision for deferred revenue

 

 

646

 

450

Other temporary differences

27,906

 

21,762

 

167,670

 

115,753

Tax losses and negative basis for social contribution carryforwards

53,871

 

51,339

 

566,723

 

510,780

Total

148,781

 

158,451

 

1,781,271

 

1,613,371

Offsetting liability balance

(13,661)

 

(15,821)

 

(885,073)

 

(676,430)

Net balances presented in assets

135,120

 

142,630

 

896,198

 

936,941

Liabilities - Deferred income and social contribution taxes on:

 

 

 

 

 

 

 

Leases payable

2,052

 

2,586

 

487,864

 

406,173

Provision for differences between cash and accrual basis (i)

 

 

266,783

 

194,846

Change in fair value of subscription warrants

5,781

 

7,611

 

5,781

 

7,611

Goodwill/negative goodwill on investments

 

 

28,798

 

28,771

Business combination - fair value of assets

 

 

649,966

 

52,781

Other temporary differences

5,828

 

5,624

 

170,392

 

119,073

Total

13,661

 

15,821

 

1,609,584

 

809,255

Offsetting asset balance

(13,661)

 

(15,821)

 

(885,073)

 

(676,430)

Net balances presented in liabilities

 

 

724,511

 

132,825


(i) In the consolidated refers mainly to the income and social contribution taxes on foreign exchange variation of the derivative instruments.



Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


Changes in the net balance of deferred IRPJ and CSLL are as follows:

 

 

Parent

 

Consolidated

Balance as of December 31, 2024

142,630

 

804,116

Deferred IRPJ and CSLL recognized in profit (loss) for the year

(7,510)

 

(130,607)

Deferred IRPJ and CSLL recognized on company acquisition(1)

 

74,730

Deferred IRPJ and CSLL recognized on business combinations

 

(590,220)

Deferred IRPJ and CSLL recognized in other comprehensive income

 

13,668

Balance as of June 30, 2025

135,120

 

171,687


(i) On May 8, 2025, the Company acquired the control and began to consolidate Hidrovias. For further details, see Note 27.b. 

 

b. Reconciliation of income and social contribution taxes on profit or loss

 

IRPJ and CSLL are reconciled to the statutory tax rates as follows:

 

 

Parent

 

Consolidated

 

06/30/2025

 

06/30/2024

 

06/30/2025

 

06/30/2024

Income before taxes

1,440,803

 

865,607

 

2,137,011

 

1,348,429

Statutory tax rates - %

34

 

34

 

34

 

34

Income and social contribution taxes at the statutory tax rates

(489,873)

 

(294,306)

 

(726,584)

 

(458,466)

Adjustment to the statutory income and social contribution taxes:

 

 

 

 

 

 

 

Nondeductible expenses

(1,447)

 

(1,869)

 

(12,065)

 

(7,561)

Nontaxable revenues (i)

275

 

253

 

140,038

 

10,919

Adjustment to estimated income

 

 

4,514

 

1,102

Unrecorded deferred income and social contribution tax carryforwards

 

 

(83,564)

 

(6,305)

Share of profit (loss) of subsidiaries, joint ventures and associates

475,002

 

285,043

 

(5,904)

 

(4,345)

Interest on capital between subsidiaries

 

 

8,975

 

17,815

Other adjustments

7,583

 

14,661

 

36,765

 

(4,426)

Income and social contribution taxes before tax incentives

(8,460)

 

3,782

 

(637,825)

 

(451,267)

Tax incentives – SUDENE (ii)

-

 

 

35,920

 

49,497

Income and social contribution taxes in the statement of income

(8,460)

 

3,782

 

(601,905)

 

(401,770)

Current

(950)

 

(10,592)

 

(471,298)

 

(394,725)

Deferred

(7,510)

 

14,374

 

(130,607)

 

(7,045)

Effective IRPJ and CSLL rates - %

0.6%

 

(0.4)%

 

28.2%

 

29.8%


(i) Consist of gains and income not taxable under the applicable tax legislation.
(ii) Certain subsidiaries have the benefit of income tax reduction for belonging to the sectors of the economy considered priority for the subsidized areas, with a 75% decrease in the income tax basis.




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


c. Tax losses and negative basis for social contribution carryforwards

 

As of June 30, 2025, the Company and certain subsidiaries had tax loss carryforwards related to income tax (IRPJ) and social contribution (CSLL), whose annual offsets are limited to 30% of taxable income in a given tax year, and do not expire.

 

The balances comprising deferred taxes related to income tax loss carryforwards and negative basis of social contribution are as follows:

 

 

06/30/2025

 

12/31/2024

Oil Trading

74,393

 

77,155

Ultrapar

53,871

 

51,339

Ipiranga

300,409

 

300,409

Ultracargo Soluções Logística

39,886

 

33,553

Hidrovias do Brasil – Holding S.A

29,149

 

Others

69,015

 

48,324

 

566,723

 

510,780

 

The balances which are not constituted of deferred taxes related to income tax loss carryforwards and negative basis of social contribution are as follows:

 

 

06/30/2025

 

12/31/2024

Neogás

44,648

 

45,286

Integra Frotas

24,717

 

18,927

Stella

21,830

 

15,686

Millennium

13,502

 

11,650

Abastece aí

148,605

 

126,900

Hidrovias do Brasil – Holding S.A

121,659

 

Hidrovias do Brasil – Administração Portuária de Santos

39,177

 

-

Others

7,551

 

6,374

 

421,689

 

224,823


 

Refers to exclusivity rights reimbursements of Ipiranga’s agreements with reseller service stations that are recognized at the time of their occurrence and amortized according to the conditions established in the agreement. Amortizations are recognized in profit or loss as reductions of sales revenue.

 

Changes are shown below:

 

Balance as of December 31, 2024

2,131,902

Additions

175,148

Amortization

(218,580)

Balance as of June 30, 2025

2,088,470

 

 

Current

644,450

Non-current

1,444,020





Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025

 

The table below presents the positions of equity and income (loss) for the period by company:

 

 

 

 

 

 

Parent

 

Equity

Income (loss) for the year

Interest in share capital - %

 

Investment (Provision for losses with investments)

 

Share of profit (loss) of subsidiaries, joint ventures and associates

 

 

06/30/2025

12/31/2024

 

06/30/2025

06/30/2024

Subsidiaries

 

 

 

 

 

 

 

 

 

Ultra Logística Ltda. (i)

1,967,708

18,289

100.00

 

1,967,708

3,266,345

 

18,289

192,607

Ultrapar International S.A.

(59,309)

9,221

100.00

 

(59,309)

(68,530)

 

9,221

(4,143)

UVC

-

 

 

(4,987)

Ultragaz Participações Ltda.

-

 

 

372,263

Ultracargo Logística Ltda

1,561,206

113,808

99.92

 

1,559,941

 

113,716

Companhia Ultragaz S.A.

939,958

287,427

99.99

 

939,819

1,106,687

 

287,385

UVC Investimentos Ltda.

43,027

(4,922)

100.00

 

43,027

47,702

 

(4,922)

511

Imaven Imóveis Ltda.

76,496

1,702

100.00

 

76,496

64,917

 

1,702

1,184

Ultra Mobilidade S.A. (*)

10,619,297

992,047

100.00

 

10,619,297

10,407,480

 

992,047

291,600

Joint ventures

 

 

 

 

 

 

 

 

 

Química da Bahia Indústria e Comércio S.A.

6,685

14

50.00

 

3,343

3,319

 

7

(159)

Refinaria de Petróleo Riograndense S.A. (ii)

(57,932)

(61,375)

33.14

 

(19,198)

2,016

 

(20,380)

(10,515)

 

 

 

 

 

 

 

 

 

 

Total (A)

 

 

 

 

15,131,124

14,829,936

 

1,397,065

838,361

Total provision for loss on investment (B)

 

 

 

 

(78,507)

(68,530)

 

 

 

Total investments (A-B)

 

 

 

 

15,209,631

14,898,466

 

 

 


(*) Amounts adjusted for unrealized profits in equity and income for the period.
(i) Balances are presented net of the effects of discontinued operations. For furhter details, see note 28.
(ii) Investment considers capital loss balances of R$ 9,235 as of June 30, 2025 (R$ 9,666 as of December 31, 2024).



Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


 

 

 

 

 

Consolidated

 

Equity

Income (loss) for the year

Interest in share capital - %

 

Investment (Provision for loss on investment)

 

Share of profit (loss) of subsidiaries, joint ventures and associates

 

 

06/30/2025

12/31/2024

 

06/30/2025

06/30/2024

Joint ventures

 

 

 

 

 

 

 

 

 

União Vopak – Armazéns Gerais Ltda.

(257)

(798)

50.00

 

(129)

270

 

(399)

(231)

Refinaria de Petróleo Riograndense S.A.

(57,932)

(61,375)

33.14

 

(19,198)

2,015

 

(20,339)

(10,514)

Latitude Logística Portuária S.A.

(190)

(4,639)

50.00

 

(95)

2,225

 

(2,319)

(1,509)

Navegantes Logística Portuária S.A.

7,754

(14,339)

33.33

 

2,585

7,364

 

(4,780)

(3,849)

Nordeste Logística I S.A.

19,807

1,929

33.33

 

6,602

5,959

 

643

112

Nordeste Logística II S.A.

56,148

(200)

33.33

 

18,716

18,782

 

(67)

511

Nordeste Logística III S.A

54,875

(116)

33.33

 

18,292

18,330

 

(38)

316

Química da Bahia Indústria e Comércio S.A.

6,685

14

50.00

 

3,343

3,319

 

7

(159)

Terminal de Combustíveis Paulínia S.A. ("Opla")

166,538

5,511

50.00

 

83,269

59,694

 

2,756

2,647

Limday S.A.

45,971

2,260

44.55

 

20,480

 

1,007

Obrinel S.A.

176,527

23,460

49.00

 

86,498

 

11,495

Baden S.A.

21,021

(384)

50.00

 

10,511

 

(192)

Other investments

 

351

281

 

Associates

 

 

 

 

 

 

 

 

 

Hidrovias do Brasil S.A. (i)

2,203,052

(247,290)

44.51

 

504,629

 

(96,520)

Transportadora Sulbrasileira de Gás S.A.

18,255

4,261

25.00

 

4,564

3,498

 

1,066

1,112

Metalúrgica Plus S.A.

(1,193)

(149)

33.33

 

(398)

(349)

 

(50)

(46)

Plenogás Distribuidora de Gás S.A.

2,942

194

33.33

 

981

1,041

 

65

513

Other investments

 

29

41

 











 

 

 

 

 

 

 

 

 

 

Goodwill on investments

 

 

 

 

 

 

 

 

 

Terminal de Combustíveis Paulínia S.A. ("Opla")

 

117,306

117,306

 

Hidrovias do Brasil S.A. (i)

 

775,044

 

Limday S.A.

 

7,467

 

 

 

 

 

 

 

 

 

 

 

Fair value adjustment on investments

 

 

 

 

 

 

 

 

 

Terminal de Combustíveis Paulínia S.A. ("Opla")

 

38,030

38,835

 

(805)

(1,682)

 

 

 

 

 

 

 

 

 

 

Advances for investments

 

 

 

 

 

 

 

 

 

Advances for investments - Pão de Açúcar Group stations (ii)

 

86,375

90,000

 

 

 

 

 

 

 

 

 

 

 

Advances for future capital increase

 

 

 

 

 

 

 

 

 

Hidrovias do Brasil S.A. (i)

 

500,000

 

 

 

 

 

 

 

 

 

 

 

Other investments

 

 

 

 

 

 

 

 

 

Concession Agreement - Baloto

 

4,366

 

 

 

 

 

 

 

 

 

 

 

Total (A)

 

 

 

 

489,945

2,148,284

 

(108,470)

(12,779)

Total provision for loss on investment (B)

 

 

 

 

(19,820)

(349)

 

 

 

Total investments (A-B)

 

 

 

 

509,765

2,148,633

 

 

 




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


(i) On May 8, 2025, the Company acquired the control and began to consolidate Hidrovias. For further details, see Note 27.b. The percentage of interest presented in the note refers to the last percentage before the acquisition of control.
(ii) The amount refers to the advance for the acquisition of Pão de Açúcar Group service stations by subsidiary Centro de Conveniências Millenium Ltda.


The financial position and income of subsidiaries which have relevant non-controlling interests is shown below:

 

 

Consolidated

 

Proportion of interest in share capital and voting rights held by non-controlling interests

 

Equity attributable to non-controlling interests

 

Income allocated to non-controlling interests for the period

 

06/30/2025

12/31/2024

 

06/30/2025

12/31/2024

 

06/30/2025

06/30/2024

Subsidiaries

%

%

 

 

 

 

 

 

Hidrovias do Brasil S.A. (i)

48%

-

 

1,627,589

 

26,297

Iconic Lubrificantes S.A. (i)

44%

44%

 

500,443

484,986

 

57,659

75,475

WTZ Participações S.A. (i)

48%

48%

 

114,044

116,249

 

3,832

Other investments

-

-

 

80,009

63,491

 

4,718

1,795

 

 

 

 

2,322,085

664,726

 

92,506

77,270


(i) Considers the effects of allocation of fair value adjustments related to non-controlling interests.




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


Balances and changes in investments in subsidiaries, joint ventures and associates are as follows:

 

 

Parent

 

Consolidated

 

Subsidiaries

 

Joint ventures

 

Total

 

Joint ventures

 

Associates

 

Advances

 

Advances for future capital increase

 

Other investments

 

Total

Balance as of December 31, 2024

14,824,601

 

5,335

 

14,829,936

 

274,380

 

1,283,904

 

90,000

 

500,000

 

 

2,148,284

Share of profit (loss) of subsidiaries, joint ventures and associates (*)

1,417,438

 

(20,373)

 

1,397,065

 

(12,226)

 

(95,439)

 

 

 

 

(107,665)

Amortization of fair value adjustments

 

 

 

(805)

 

 

 

 

 

(805)

Dividends

(1,250,009)

 

 

(1,250,009)

 

 

 

 

 

 

Equity instrument granted (ii)

10,807

 

 

10,807

 

 

 

 

 

 

Accumulated other comprehensive income

(59,918)

 

(790)

 

(60,708)

 

(790)

 

7,722

 

 

 

 

6,932

Translation adjustments of foreign subsidiaries

 

 

 

(4,630)

 

 

 

 

(68)

 

(4,698)

Advances for future capital increase and capital contribution

357,090

 

 

357,090

 

20,819

 

-

 

 

-

 

 

20,819

Shareholder transactions

(27,079)

 

 

(27,079)

 

 

 

 

 

 

Advances for investments - GPA stations

 

 

 

 

 

(3,625)

 

 

 

(3,625)

Acquisition of shares

-

 

-

 

-

 

-

 

273,325

 

-

 

-

 

-

 

273,325

Acquisition of control of Hidrovias do Brasil S.A. (iii)

 

 

 

117,276

 

(1,461,946)

 

 

(500,000)

 

4,434

 

(1,840,236)

Reclassification to assets held for sale (iv)

(129,590)

 

-

 

(129,590)

 

-

 

-

 

-

 

-

 

-

 

-

Other movements

3,639

 

(27)

 

3,612

 

4

 

(2,390)

 

 

 

 

(2,386)

Balance as of June 30, 2025 (i)

15,146,979

 

(15,855)

 

15,131,124

 

394,028

 

5,176

 

86,375

 

 

4,366

 

489,945


(*) Adjusted for unrealized profits between subsidiaries.
(i) Investments in subsidiaries, joint ventures and associates net of provision for loss on investment.
(ii) Amounts refer to grants of long-term incentives in subsidiaries Ultra MobilidadeCompanhia UltragazUltracargo Logística and Ultra Logística.
(iii) Amounts refer to the write-off of the investment in Hidrovias as an associate through the acquisition of control and consolidation that occurred on May 8, 2025. For further details, see Note 27.b. Additionally, due to the consolidation of Hidrovias, its joint ventures are now included in the consolidated in the amount of R$ 117,276.
(iv)

Reclassification of the portion of the investment attributed to the sale of the Cabotage operation of subsidiary Hidrovias, according to the opening balance of acquisition of control of Hidrovias. For further details, see Note 28.a.




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


 

The Company and certain subsidiaries have real estate leases, substantially related to: (i) Ipiranga: fuel stations and distribution bases; (ii) Ultragaz: points of sale and bottling bases; (iii) Ultracargo: port areas; (iv) Hidrovias: port areas and vessels and (v) Company: offices. The Company and certain subsidiaries also have lease agreements relating to vehicles.

 

  1. Right-of-use assets
  • Consolidated

 

Weighted average useful life (years)


Balance as of 12/31/2024

 

Additions and remeasurement

 

Write-offs

 

Transfers (i)

 

Translation adjustment

 

Amortization

 

Opening balance – Acquisition of subsidiary (ii)

 

Balance as of 06/30/2025

Cost:

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate

9


1,987,115

 

48,828

 

(106,844)

 

 

(347)

 

 

220,341

 

2,149,093

Port areas

22


343,739

 

15,535

 

(491)

 

 

-

 

 

113,132

 

471,915

Vehicles

4


357,094

 

77,147

 

(55,755)

 

(2,834)

 

(70)

 

 

2,855

 

378,437

Equipment

2


33,645

 

10,863

 

(1,290)

 

(21,499)

 

-

 

 

21,448

 

43,167

Vessels

8


 

 

-

 

 

(3,331)

 

 

129,300

 

125,969

Others

20


27,846

 

3,914

 

 

21,499

 

-

 

 

 

53,259

 

 


2,749,439

 

156,287

 

(164,380)

 

(2,834)

 

(3,748)

 

 

487,076

 

3,221,840

Accumulated amortization:

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate


(823,733)

 

 

75,159

 

 

114

 

(89,658)

 

(40,242)

 

(878,360)

Port areas


(52,692)

 

 

480

 

(2,191)

 

-

 

(15,334)

 

(38,755)

 

(108,492)

Vehicles


(169,836)

 

 

45,181

 

1,924

 

16

 

(52,947)

 

(927)

 

(176,589)

Equipment


(6,007)

 

 

913

 

2,197

 

-

 

(5,839)

 

(15,346)

 

(24,082)

Vessels


 

 

-

 

 

1,908

 

(6,147)

 

(60,604)

 

(64,843)

Others


(25,847)

 

 

 

(2,197)

 

-

 

(1,809)

 

 

(29,853)

 

 


(1,078,115)

 

 

121,733

 

(267)

 

2,038

 

(171,734)

 

(155,874)

 

(1,282,219)

Right-of-use assets, net

 


1,671,324

 

156,287

 

(42,647)

 

(3,101)

 

(1,710)

 

(171,734)

 

331,202

 

1,939,621

 

(i) Refers to the amortization of the right of use, which is being capitalized as Construction in progress until the beginning of its operation. Additionally, the cost includes the advance balance of the grant of Maceió carried out in IPP.
(ii) On May 8, 2025, the Company acquired the control of Hidrovias; for further details, see Note 27.b.

  




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025

 

b. Leases payable

 

The changes in leases payable are shown below:

 

Balance as of December 31, 2024

1,485,152

Interest accrued

70,688

Payments of leases

(133,374)

Interest payment

(69,243)

Additions and remeasurement

156,287

Write-offs

(47,191)

Opening balance – acquisition of subsidiary (i)

286,778

Balance as of June 30, 2025

1,749,097

Current

375,534

Non-current

1,373,563

 

(i) On May 8, 2025, the Company acquired the control of Hidrovias; for further details, see Note 27.b.

 

The undiscounted future cash outflows are presented below:

 

 

06/30/2025

 

12/31/2024

Up to 1 year

499,571

 

355,336

1 to 2 years

328,505

 

282,945

2 to 3 years

249,690

 

240,984

3 to 4 years

201,649

 

188,002

4 to 5 years

177,741

 

158,559

More than 5 years

1,216,294

 

891,997

Total

2,673,450

 

2,117,823

 

The contracts of leases payable are substantially indexed by the IGP-M.

 

b.1. Discount rates

 

The weighted nominal average discount rates for the lease contracts of the Company are:

 

Contracts by maturity date and discount rate

Maturity dates of the contracts

Rate (% p.a.)

From 1 to 5 years

11.05%

From 6 to 10 years

10.29%

From 11 to 15 years

9.90%

More than 15 years

9.67%


37




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


c. Effects of inflation and potential right of recoverable PIS and COFINS - disclosures required by the CVM in the letter SNC/SEP 02/2019

 

The effects of inflation for the period ended June 30, 2025 are as follows:

 

Right-of-use asset, net

 

Nominal base

1,939,621

Inflated base

2,253,044

 

16.2%

 

 

Leases payable

 

Nominal base

1,749,097

Inflated base

2,062,520

 

17.9%

 

 

Financial expenses

 

Nominal base

70,688

Inflated base

95,739

 

35.4%

 

 

Amortization expense

 

Nominal base

171,734

Inflated base

192,293

 

12.0%

 

The possible credits of PIS and COFINS on payments of leases, calculated based on the rate of 9.25% according to the Brazilian tax legislation for the period ended June 30, 2025 are presented below:

 

 

Potential right of recoverable PIS and COFINS

Cash flow at present value

161,791

Nominal cash flow

247,294




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025

 

 

 

Weighted average useful life (years)


Balance as of 12/31/2024

 

Additions

 

Depreciation

 

Transfers (i)

 

Write-offs

 

Translation adjustment

 

Opening balance – acquisition of subsidiary (ii)

 

Balance as of 06/30/2025

Cost:

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Land

-


609,624

 

 

 

 

(7,099)

 

 

205,165

 

807,690

Buildings

27


1,745,097

 

47,868

 

 

31,430

 

(6,890)

 

 

823,403

 

2,640,908

Leasehold improvements

16


1,415,342

 

22,742

 

 

27,621

 

(27,462)

 

(1,856)

 

164,144

 

1,600,531

Machinery and equipment

10


3,758,370

 

75,531

 

 

235,587

 

(20,913)

 

(2,251)

 

687,524

 

4,733,848

Automotive fuel/lubricant distribution equipment and facilities

14


3,199,426

 

35,644

 

 

114,805

 

(107,635)

 

 

 

3,242,240

Push boats, barges, ships

20


 

 

 

 

 

(100,195)

 

3,985,628

 

3,885,433

LPG tanks and bottles

8


1,085,787

 

58,900

 

 

109

 

(14,090)

 

 

 

1,130,706

Vehicles

7


395,885

 

5,449

 

 

1,603

 

(9,198)

 

(24)

 

878

 

394,593

Furniture and fixtures

8


221,572

 

8,457

 

 

(6,456)

 

(5,413)

 

(34)

 

3,623

 

221,749

IT equipment

5


321,250

 

8,476

 

 

3,591

 

(7,857)

 

(242)

 

47,386

 

372,604

Construction in progress

 


1,347,892

 

424,909

 

 

(386,128)

 

(1,220)

 

(1,172)

 

211,310

 

1,595,591

Advances to suppliers

 


44,966

 

215

 

 

(24,974)

 

(8,208)

 

 

 

11,999

Imports in progress

 


3,128

 

23

 

 

 

 

 

 

3,151

 

 


14,148,339

 

688,214

 

 

(2,812)

 

(215,985)

 

(105,774)

 

6,129,061

 

20,641,043

Accumulated depreciation:

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Buildings

 


(558,622)

 

 

(49,791)

 

(80)

 

1,938

 

 

(226,529)

 

(833,084)

Leasehold improvements

 


(748,916)

 

 

(34,237)

 

775

 

28,412

 

586

 

(57,745)

 

(811,125)

Machinery and equipment

 


(2,347,962)

 

 

(119,686)

 

(495)

 

456

 

915

 

(398,625)

 

(2,865,397)

Automotive fuel/lubricant distribution equipment and facilities

 


(2,122,684)

 

 

(68,122)

 

(1,071)

 

105,010

 

 

 

(2,086,867)

Push boats, barges, ships

 


 

 

(27,476)

 

6

 

 

33,819

 

(1,143,682)

 

(1,137,333)

LPG tanks and bottles

 


(670,068)

 

 

(48,856)

 

 

12,152

 

 

 

(706,772)

Vehicles

 


(154,622)

 

 

(19,566)

 

(1,414)

 

1,526

 

24

 

(938)

 

(174,990)

Furniture and fixtures

 


(142,493)

 

 

(7,718)

 

(543)

 

5,578

 

22

 

(1,327)

 

(146,481)

IT equipment

 


(265,675)

 

 

(12,662)

 

875

 

7,131

 

102

 

(24,567)

 

(294,796)

 

 


(7,011,042)

 

 

(388,114)

 

(1,947)

 

162,203

 

35,468

 

(1,853,413)

 

(9,056,845)

Provision for impairment losses

 


(1,331)

 

 

 

 

 

 

 

(1,331)

Property, plant and equipment, net

 


7,135,966

 

688,214

 

(388,114)

 

(4,759)

 

(53,782)

 

(70,306)

 

4,275,648

 

11,582,867

 

(i) Refers to R$ 7,860 transferred to intangible assets and R$ 3,101 received from right-of-use assets.
(ii) On May 8, 2025, the Company acquired the control of Hidrovias; for further details, see Note 27.b.





Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


Construction in progress relates substantially to expansions, renovations, constructions and upgrade of the terminals’ assets, service stations and distribution bases.


Advances to suppliers are basically related to manufacturing of assets for expansion of terminals, distribution bases and acquisition of real estate.


 

 

Weighted average useful life (years)


Balance as of 12/31/2024

 

Additions

 

Amortization

 

Transfers (i)

 

Write-offs

 

Translation adjustment

 

Acquisition of subsidiaries (ii)

 

Balance as of 06/30/2025

Cost:

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill (a)

 


982,359

 

 

 

 

 

 

332,374

 

1,314,733

Software

4


1,707,645

 

142,055

 

 

8,087

 

(12,206)

 

(207)

 

152,383

 

1,997,757

Customer contracts

9


 

 

 

 

 

(271)

 

1,235,129

 

1,234,858

Distribution rights

13


176,687

 

35,856

 

 

 

 

 

 

212,543

Brands

 


61,366

 

 

 

538

 

(22)

 

 

 

61,882

Trademark rights

30


121,001

 

20

 

 

(15)

 

 

 

 

121,006

Others

3


10,611

 

 

 

(414)

 

 

 

 

10,197

Intangible assets in progress

 


 

1,833

 

 

(24)

 

 

(95)

 

33,999

 

35,713

Decarbonization credits (CBIO)

 


322

 

245,017

 

 

 

(166,535)

 

 

 

78,804

 

 


3,059,991

 

424,781

 

 

8,172

 

(178,763)

 

(573)

 

1,753,885

 

5,067,493

Accumulated amortization:

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software

 


(1,013,618)

 

 

(129,585)

 

(774)

 

10,993

 

152

 

(103,340)

 

(1,236,172)

Customer contracts

 


 

 

(277)

 

 

 

199

 

(25,239)

 

(25,317)

Distribution rights

 


(110,819)

 

 

(3,510)

 

-

 

(273)

 

 

 

(114,602)

Trademark rights

 


(22,997)

 

 

(2,366)

 

462

 

257

 

 

 

(24,644)

Others

 


(4,227)

 

 

(2,359)

 

 

 

 

 

(6,586)

 

 


(1,151,661)

 

 

(138,097)

 

(312)

 

10,977

 

351

 

(128,579)

 

(1,407,321)

Intangible assets, net

 


1,908,330

 

424,781

 

(138,097)

 

7,860

 

(167,786)

 

(222)

 

1,625,306

 

3,660,172

 

(i) Refers to R$ 7,860 received from property, plant and equipment.
(ii) On May 8, 2025, the Company acquired the control of Hidrovias; for further details, see Note 27.b.

 




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


a. Goodwill

 

The remaining net balance of goodwill on the following acquisitions is assessed for impairment annually or more frequently when there is indication that the goodwill might be impaired. The amount is made up of the following acquisitions.

 

 

Segment


06/30/2025

 

12/31/2024

Goodwill on the acquisition of:

 


 

 

 

Hidrovias (27.b)

Hidrovias


332,374

 

Ipiranga (i)

Ipiranga


276,724

 

276,724

União Terminais

Ultracargo


211,089

 

211,089

Texaco

Ipiranga


177,759

 

177,759

Stella

Ultragaz


103,051

 

103,051

Iconic (CBLSA)

Ipiranga


69,807

 

69,807

WTZ (27.c)

Ultragaz


52,038

 

52,038

Temmar

Ultracargo


43,781

 

43,781

DNP

Ipiranga


24,736

 

24,736

Repsol

Ultragaz


13,403

 

13,403

Neogás

Ultragaz


7,761

 

7,761

Serra Diesel

Ultrapar


1,413

 

1,413

TEAS

Ultracargo


797

 

797

 

 


1,314,733

 

982,359

 

(i) Including R$ 246,163 presented as goodwill at the Parent.

 

The goodwill presented above is based on the expectation of future profitability, supported by appraisal reports, after allocation of the identified assets. In the six-month period ended June 30, 2025, the Company did not identify any event that indicated the need to carry out an impairment test of the intangible asset.

 

Goodwill from investments in joint ventures and associates is presented under investments, for further information see Note 11.

 




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


 

a. Breakdown

 

 

 

 


 


 


 


Consolidated

Description

 

Index/
Currency


Weighted average financial charges 2025 (p.a.)


Weighted average hedging instruments


Maturity


06/30/2025

 

12/31/2024

Foreign currency:

 

 


 


 


 


 

 

 

Notes in the foreign market

 

USD


5.3%


142.5% of DI (*)


2026 to 2029


4,152,529

 

4,710,980

Notes in the foreign market

 

USD


5.0%


CDI + 1.6% (**)


2031


1,052,671

 

Foreign loan

 

USD


4.6%


106.2% of DI


2025 to 2026


1,027,296

 

691,006

Foreign exchange debentures

 

USD


5.3%


101.7% of DI


2026


329,688

 

Foreign loan

 

SOFR + US$


0.9%


102.9% of DI


2026


547,556

 

Foreign exchange debentures

 

EUR


3.0%


104.4% of DI


2027


502,630

 

Foreign loan

 

EUR


4.4%


109.2% of DI


2025


 

778,147

Foreign loan

 

JPY


4.6%


109.4% of DI


2025


 

501,524

Total in foreign currency

 

 


 


 


 


7,612,370

 

6,681,657

Brazilian Reais:

 

 


 


 


 


 

 

 

Debentures – CRA

 

IPCA


5.3%


103.1% of DI


2025 to 2032


2,602,938

 

2,456,111

Debentures

 

CDI


1.0%


n/a


2026 to 2031


2,500,311

 

731,667

Debentures

 

IPCA


5.0%


102.8% of DI


2028 to 2031


1,032,575

 

534,706

CCB

 

CDI


103.5%


n/a


2027


773,942

 

1,464,624

Financing

 

R$


14.6%


106.6% of DI


2027


516,378

 

CDCA

 

CDI + R$


0.9%


n/a


2027


507,344

 

534,374

Debentures – CRA

 

Fixed rate


11.2%


104.3% of DI


2027


504,026

 

477,827

Debentures – CRA

 

CDI + R$


0.7%


n/a


2027


493,458

 

490,971

CDCA

 

CDI


109.0%


n/a


2026 to 2027


205,723

 

293,374

Constitutional Fund (FNE)

 

IPCA


2.9%


69.5% of DI


2028 to 2041


194,759

 

114,472

Constitutional Fund (FNO)

 

IPCA


3.1%


n/a


2028 to 2037


105,237

 

Debentures

 

IPCA


6.3%


n/a


2032 to 2034


82,710

 

80,048

BNDES

 

R$


9.4%


n/a


2025 to 2040


23,232

 

FINEP

 

TJLP


1.0%


n/a


2025 to 2032


33,893

 

679

Total in Brazilian Reais

 

 


 


 


 


9,576,526

 

7,178,853

Total in foreign currency and Brazilian Reais

 

 


 


 


 


17,188,896

 

13,860,510

Current

 

 


 


 


 


3,030,887

 

3,478,673

1 to 2 years

 

 


 


 


 


4,601,481

 

3,257,618

2 to 3 years

 

 


 


 


 


2,067,817

 

1,557,888

3 to 4 years

 

 


 


 


 


1,864,833

 

2,062,967

4 to 5 years

 

 


 


 


 


2,075,500

 

2,130,651

More than 5 years

 

 


 


 


 


3,548,378

 

1,372,713

Non-current

 

 


 


 


 


14,158,009

 

10,381,837

 

(*) Considers a protection instrument for the principal of 52.5% of the DI and for interest DI minus 1.4% for a notional amount of US$ 300 million. Does not include the positive result of the natural hedge strategy through financial investments in US$.
(**) Considers a protection instrument for principal and interest at DI + 1.6% for a notional amount of US$ 50 million.

 




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


The changes in loans, financing and debentures are shown below:

 

 

 

Consolidated

Balance as of December 31, 2024

 

13,860,510

Proceeds

 

4,685,905

Interest accrued

 

569,962

Principal payment

 

(3,981,234)

Interest payment

 

(619,791)

Balance of acquired company (i)

 

3,385,102

Monetary variations and foreign exchange variations

 

(714,232)

Change in fair value

 

73,951

Gain on bond repurchase

 

(71,277)

Balance as of June 30, 2025

 

17,188,896


(i) On May 8, 2025, the Company acquired the control of Hidrovias. For further details, see Note 27.b.

 

The transaction costs associated with debt issuance were deducted from the balance of the related liability and recognized in profit or loss according to the effective interest rate method. As of June 30, 2025, the amount recognized in profit or loss was R$ 38,451 (R$ 8,237 as of June 30, 2024). The transaction cost incurred was R$ 67,599, of which R$ 10,353 referring to new funding and R$ 57,246 to the initial balance on acquisition of subsidiary. The balance to be recognized in the next periods is R$ 99,062 (R$ 69,914 as of December 31, 2024).

b. Guarantees

 

As of June 30, 2025, there was R$ 105,237 (R$ 114,472 as of December 31, 2024) in financing that had real guarantees. There was also R$ 15,893,333 (R$ 13,586,936 as of December 31, 2024) in financing without real guarantees, with sureties or promissory notes.

 

The Company and its subsidiaries offer collateral in the form of letters of guarantee for commercial and legal proceedings in the amount of R$ 99,095 as of June 30, 2025 (R$ 97,947 as of December 31, 2024).

 

Subsidiary Ipiranga issues collateral to financial institutions in connection with the amounts payable by some of its customers to such institutions, with maximum future settlements related to these guarantees in the amount of R$ 146,629 (R$ 219,700 as of December 31, 2024). If subsidiary Ipiranga is required to make any payment under these collateral arrangements, this subsidiary may recover the amount paid directly from its customers through commercial collection. Until June 30, 2025, subsidiary Ipiranga did not have losses in connection with these collateral arrangements.


43




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


c. Relevant operations contracted in the period

 

The main operations contracted in the period are shown below:

 

Description

Index/ Currency

Financial charges

Hedging instruments

Issuance date

Maturity

Principal

Principal in R$

Remuneration payment

Nominal amount payment

Company

Foreign exchange debentures

USD

5.3%

101.7% of DI

Mar/25

Mar/26

USD 60,269

350,000

At final maturity

At final maturity

Ultracargo Logística

4131

SOFR + US$

0.9%

102.9% of DI

Feb/25

Feb/26

USD 100,000

577,800

Quarterly

At final maturity

Cia Ultragaz

CCB

CDI

104%

N/A

Mar/25

Mar/27

R$ 360,000

360,000

Quarterly

At final maturity

Cia Ultragaz

Constitutional Fund (FNE)

IPCA

2.9%

69.7% of DI

Feb/25

Nov/41

R$ 100,976

100,976

Monthly with grace period

2028 to 2041

Ultracargo Logística

Constitutional Fund (FNO)

IPCA

3.1%

N/A

Apr/25

Feb/37

R$ 106,429

106,429

Monthly

Monthly after a 3-year grace period

Ultracargo Soluções Logísticas

4131

USD

4.7%

103.8% of DI

Apr/25

Apr/26

USD 86,956

500,000

At final maturity

At final maturity

Ipiranga

BNDES

R$

9.4%

N/A

May/25

Mar/40

R$ 11,498

11,498

Monthly

Monthly after a 3-month grace period

Ultragaz Energia Ltda. and subsidiaries

BNDES

R$

9.4%

N/A

May/25

Mar/40

R$ 11,498

11,498

Monthly

Monthly after a 3-month grace period

Ultragaz Energia Ltda. and subsidiaries

Foreign exchange debentures

EUR

3%

104.0% of DI

Jun/25

Feb-27

EUR 77,534

500,000

Annually

At final maturity

Ipiranga

4131

R$

14.6%

106.6% of DI

Jun/25

Oct/27

R$ 500,000

500,000

Annually

At final maturity

Ipiranga

Debentures

CDI

0.5%

N/A

Jun/25

Jun/28

R$ 400,000

400,000

Semiannually

At final maturity

Hidrovias

Debentures

CDI

0.8%

N/A

Jun/25

Jun/31

R$ 982,000

982,000

Semiannually

At final maturity

Hidrovias


d. Covenants – Subsidiary Hidrovias


Hidrovias has contractual financial covenants linked to Debentures  that do not accelerate the debt in the event of non-compliance, but restrict the Company from issuing new debts and distributing dividends.

 

Financial Covenant linked to Debenture contracts

 

Hidrovias, through the 1st and 2nd Debenture Issuances, has a financial covenant of leverage (“net debt to EBITDA”), calculated on a consolidated basis and which must be equal to or less than 4.5x in 2022, (b) 4.0x between January 1, 2023 and December 2023 and (c) 3.5x from January 1, 2024 until the maturity date of the respective issues.

 

Failure to comply with the covenant does not accelerate the debt repayment and is not considered default. However, Hidrovias now has restrictions on raising new debts beyond those permitted by the covenants of the indenture of issuance and is restricted to paying the minimum mandatory dividends set forth by your Bylaws. Hidrovias does not expect any short- or medium-term impacts on its operations and believes it will not need additional loans or working capital beyond those already permitted by the covenants of the Indentures of Debenture Issuances to comply with its obligations.

 

On June 30, 2025, Hidrovias was above the mentioned ratios, not being allowed to issue new debits and distributing dividends above the minimum mandatory as established in the Bylaws.





Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


 

a. Trade payables

 

 

06/30/2025

 

12/31/2024

 

 

 

 

Domestic suppliers

1,866,432

 

2,558,813

Trade payables - domestic related parties (see Note 8.b)

59,903

 

23,432

Foreign suppliers

805,285

 

776,052

Trade payables - foreign related parties (see Note 8.b)

123,799

 

160,088

 

2,855,419

 

3,518,385

 

b. Trade payables - reverse factoring

 

As of June 30, 2025, to accurately reflect the essence of commercial transactions, the balance reverse factoring transactions for which suppliers have already received payments was R$ 257,822 (R$ 1,014,504 as of December 31, 2024). The average payment term, in days, of suppliers that have joined the reverse factoring transactions and comparable suppliers is presented below:

 

 

Consolidated

 

Reverse factoring

Comparable suppliers1

Average payment term

44

8


1 Comparable suppliers are those that have not adhered to reverse financing agreements, considering specific characteristics of payment conditions.

 


a. Post-employment benefits (Consolidated)

 

Some subsidiaries recognized a provision for post-employment benefits mainly related to seniority bonus, payment of FGTS, and health, dental care, and life insurance plans for eligible retirees.

 

The amounts related to such benefits are based on a valuation conducted by an independent actuary and reviewed by Management as of June 30, 2025.

 

 

06/30/2025

 

12/31/2024

Health and dental care plan (1)

184,826

 

177,958

Indemnification of FGTS

34,897

 

32,420

Seniority bonus

1,923

 

1,795

Life insurance (2)

11,270

 

10,703

Total

232,916

 

222,876

Current

24,098

 

24,098

Non-current

208,818

 

198,778

 

(1) Applicable to Ipiranga, Tropical (merged by Ipiranga) and Iconic.
(2) Applicable to Ipiranga, Tropical (merged by Ipiranga), Ultragaz and Ultrapar.

     




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025

     

 

a. Provisions for tax, civil and labor risks

 

The Company and its subsidiaries are parties to tax, civil and labor disputes at the administrative and judicial levels. The table below presents the breakdown of provisions by nature and their changes:

 

Provisions

Balance as of 12/31/2024

 

Additions

 

Reversals

 

Payments

 

Interest

 

Opening balance – acquisition of subsidiary (i)

 

Balance as of 06/30/2025

IRPJ and CSLL

32,946

 

188

 

 

(291)

 

234

 

 

33,077

Tax and social security

202,465

 

1,775

 

(39,716)

 

(7,149)

 

2,837

 

 

160,212

Civil, environmental and regulatory claims

161,972

 

116,177

 

(664)

 

(18,170)

 

24

 

27,417

 

286,756

Provision for indemnities

206,808

 

6,377

 

(58,532)

 

 

2,424

 

 

157,077

Labor

54,169

 

7,425

 

(9,826)

 

(3,327)

 

757

 

9,545

 

58,743

Total

658,360

 

131,942

 

(108,738)

 

(28,937)

 

6,276

 

36,962

 

695,865

Current

47,788

 

 

 

 

 

 

 

 

 

 

 

70,643

Non-current

610,572

 

 

 

 

 

 

 

 

 

 

 

625,222


(i) On May 8, 2025, the Company acquired the control of Hidrovias; for further details, see Note 27.b.

 

Balance of escrow deposits by nature are as follows:

 

 

06/30/2025

 

12/31/2024

Tax

395,163

 

306,593

Labor

22,873

 

24,070

Civil, environmental and regulatory claims

52,512

 

115,413

 

470,548

 

446,076


In the period ended June 30, 2025, the monetary variation on escrow deposits amounted to R$ 21,773, recorded as financial income in the statement of income for the period.

 

Regarding the provision for indemnities, as a result of the sale of Oxiteno, completed on April 1, 2022, Ultrapar assumed contractual liability for losses related to acts prior to the closing of the transaction. Thus, the provision for the reimbursement to Indorama was recorded, in the event the losses materialize, in the amount of R$ 123,086 as of June 30, 2025 (R$ 174,408 as of December 31, 2024), of which R$ 45,252 (R$ 95,274 as of December 31, 2024) for labor claims, R$ 28,801 (R$ 26,074 as of December 31, 2024) for civil claims and R$ 49,031 (R$ 53,060 as of December 31, 2024) for tax claims.

 

Regarding the sale of Extrafarma, completed on August 1, 2022, whose liability for losses prior to the transaction was assumed by subsidiary Ipiranga, the provision for reimbursement to Pague Menos, in the event the losses materialize, totaled R$ 33,993 as of June 30, 2025 (R$ 32,400 as of December 31, 2024), of which R$ 12,980 (R$12,074 as of December 31, 2024) for labor claims, R$ 7,065 (R$7,007 as of December 31, 2024) for civil claims and R$ 13,947 (R$ 13,319 as of December 31, 2024) for tax claims.





Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


b. Contingent liabilities (possible)

 

The Company and its subsidiaries are parties to administrative and legal proceedings for tax, civil and labor claims which, based on the assessment of the legal departments and the advice of external legal advisors, were classified as a possible loss. Due to this classification, no provision for these contingencies was recorded in the interim financial information.

 

The contingent liabilities, classified as possible loss, by nature are as follows:

 

Contingent liabilities (possible)

06/30/2025

 

12/31/2024

Tax (b.1)

6,245,401

 

4,176,046

Civil (b.2)

779,749

 

815,203

Labor

350,761

 

293,938

 

7,375,911

 

5,285,187

 

b.1 Contingent tax liabilities

 

The Company and its subsidiaries are also parties to administrative and legal proceedings involving IRPJ, CSLL, PIS and COFINS, mainly related to denial of offset claims and disallowance of tax credits. The total amount of these contingencies amounted to R$ 3,530,909 as of June 30, 2025 (R$ 2,049,421 as of December 31, 2024).

 

Among the most relevant cases, a tax assessment related to IRPJ and CSLL stands out, resulting from the alleged undue amortization of goodwill generated on the acquisition of Ipiranga in 2007, amounting to R$ 275,353 as of June 30, 2025 (R$ 266,619 as of December 31, 2024).


Additionally, subsidiary Ipiranga and its subsidiaries have legal proceedings related to discussions of ICMS, in the consolidated amount of R$ 1,884,221 as of June 30, 2025 (R$ 1,357,445 as of December 31, 2024). The main discussions include: i) credits considered undue in the amount of R$ 181,516 as of June 30, 2025 (R$ 145,126 as of December 31, 2024), ii) alleged non-payment in the amount of R$ 271,322 as of June 30, 2025 (R$ 203,531 as of December 31, 2024); iii) conditioned fruition of tax incentive in the amount of R$ 237,507 as of June 30, 2025 (R$ 191,549 as of December 31, 2024); iv) inventory differences in the amount of R$ 291,592 as of June 30, 2025 (R$ 279,448 as of December 31, 2024); v) 2% surcharge on products considered non-essential (hydrated ethanol) in the amount of R$ 236,001 as of June 30, 2025 (R$ 223,691 as of December 31, 2024); vi) disallowance of credits on interstate transfers in the amount of R$ 268,015 as of June 30, 2025 (proceeding received in March 2025).

 

In addition, subsidiary Ipiranga and its subsidiaries are discussing the offset of excise tax (“IPI”) credits related to raw materials used in the manufacturing of products subject to taxation, which were subsequently sold and were not subject to IPI under the tax immunity, in the amount of R$ 205,245 as of June 30, 2025 (R$ 194,508 as of December 31, 2024). On April 9, 2025, the Superior Court of Justice, under the repetitive appeals regime, ruled on the discussion (Theme 1247) in favor of the taxpayers.

 

Of the total amount of possible contingent tax liabilities, R$ 352,287 refers to Hidrovias on June 30, 2025.





Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


b.2 Contingent civil liabilities

 

The Company and its subsidiaries have contingent liabilities for civil, environmental and regulatory claims in the amount of R$ 779,749 as of June 30, 2025, of this amount R$ 11,117 refers to Hidrovias, (R$ 815,203 as of December 31, 2024), mainly represented by the following proceedings involving subsidiary Cia. Ultragaz: (i) administrative proceedings filed by CADE, referring to alleged anti-competitive practices in municipalities in the Triângulo Mineiro region in 2001. At the administrative level, Cia. Ultragaz was ordered to pay a fine, in the updated amount of R$ 38,557 as of June 30, 2025 (R$ 38,005 as of December 31, 2024). The imposition of such administrative decision was suspended by a court order and its merit is being judicially reviewed; and (ii) lawsuits filed by resellers, who are seeking indemnity, in addition to the nullity and termination of distribution contracts, totaling R$ 161,315 as of June 30, 2025 (R$ 187,460 as of December 31, 2024).

 

c. Lubricants operation between Ipiranga and Chevron

 

The provisions of shareholder Chevron’s liability amount to R$ 62,343 (R$ 36,146 as of December 31, 2024), for which an indemnification asset was recorded, comprising R$ 195 as of June 30, 2025 (R$ 32,380 as of December 31, 2024) for tax claims, R$ 58,567 for civil claims (R$ 220 as of December 31 2024) and R$ 3,581 (R$ 3,545 as of December 31, 2024) for labor claims.

 

Additionally, due to a business combination, on December 1, 2017, a provision of R$ 198,900 was recorded relating to contingent liabilities and an indemnification asset in the same amount was recognized, with a current balance of R$ 89,806 as of June 30, 2025 (R$ 89,952 as of  December 31, 2024). The amounts of provisions and contingent liabilities related to the business combination and the liability of the shareholder Chevron will be reimbursed to subsidiary Iconic in the event of losses without the need to recognize an allowance for expected credit losses.


 

Because of the association between the Company and Extrafarma on January 31, 2014, 7 subscription warrants – indemnification were issued, corresponding to up to 6,411,244 shares of the Company.

 

On February 28, 2024, August 7, 2024 and February 26, 2025, the Board of Directors confirmed the issuance of 191,778, 35,235 and 67,679, respectively, common shares within the authorized capital limit provided by article 6 of the Company’s Bylaws, due to the partial exercise of the rights conferred by the subscription warrants.

 

As set out in the association agreement between the Company and Extrafarma of January 31, 2014 and due to the unfavorable decisions on some lawsuits with triggering events prior to January 31, 2014, 775,291 shares linked to the subscription warrants – indemnification were canceled and not issued. As of June 30, 2025, R$ 4,929 was recorded as financial expense (financial income of R$ 14,505 as of June 30, 2024) due to the update of subscription warrants, and 2,938,962 shares linked to subscription warrants – indemnification remain retained, which may be issued or canceled depending on whether the final decisions on the lawsuits will be favorable or unfavorable, being the maximum number of shares that can be issued in the future, totaling R$ 51,549 (R$ 47,745 as of December 31, 2024).





Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025

a. Share capital

 

As of June 30, 2025, the subscribed and paid-up capital consists of 1,115,507,182 common shares with no par value (1,115,439,503 as of December 31, 2024), and the issuance of preferred shares and participation certificates is prohibited. Each common share entitles its holder to one vote at Shareholders’ Meetings.

 

On February 26, 2025, the Board of Directors confirmed the issuance of 67,679 common shares within the authorized capital limit provided by art. 6 of the Company's Bylaws, due to the partial exercise of the rights conferred by the subscription warrants issued by the Company at the time of the merger of all Extrafarma shares into the Company, approved by the Company’s Extraordinary General Meeting held on January 31, 2014.

 

The price of the outstanding shares on B3 as of June 30, 2025 was R$ 17.54 (R$ 15.88 as of December 31, 2024).

 

As of June 30, 2025, there were 67,360,389 common shares outstanding abroad in the form of ADRs (65,757,889 shares as of December 31, 2024).

 

b. Equity instrument granted

 

The Company has a share-based incentive plan, which establishes the general terms and conditions for the concession of common shares issued by the Company and held in treasury (see Note 8.d). As of June 30, 2025, the balance of treasury shares granted with right of use was 18,228,293 common shares (14,083,439 as of December 31, 2024).

 

c. Treasury shares

 

The Company acquired its own shares at market prices, without capital reduction, to be held in treasury and to be subsequently disposed of or cancelled, in accordance with CVM Resolutions 2/20 and 77/22.

 

On November 28, 2024, the Company's Board of Directors approved a buyback program of shares issued by the Company, effective for twelve months starting on December 2, 2024 and limited to a maximum of 25,000,000 common shares. In 2024, 8,900,000 shares were acquired at an average cost of R$ 16.74 per share and, in 2025, 14,700,000 shares were acquired at an average cost of R$ 16.62 per share.

 

As of June 30, 2025, the balance was R$ 810,331 (R$ 596,400 as of December 31, 2024) and 27,878,935 common shares (19,283,471 as of December 31, 2024) were held unrestricted in the Company's treasury, acquired at an average cost of R$ 17.57 per share.


 

 

06/30/2025

Balance of unrestricted shares held in treasury

 

27,878,935

Balance of treasury shares granted with right of use

 

18,228,293

Total balance of treasury shares as of June 30, 2025

 

46,107,228

 

d. Capital reserve

 

The capital reserve reflects the gain or loss on the disposal of shares for concession of usufruct to executives of the Company's subsidiaries, when the plan is finalized, as mentioned in Note 8.d., because of the association with Extrafarma in 2014, the Company recognized an increase in the capital reserve in the amount of R$ 498,812, due to the difference between the value attributed to share capital and the market value of the Ultrapar shares on the date of issuance, less R$ 2,260 related to the costs for the issuance of these shares.  Additionally, on February 28, 2024, August 7, 2024 and February 26, 2025, there was an increase in the reserve in the amounts of R$ 5,631, R$ 821 and R$ 1,126, respectively, due to the partial exercise of the subscription warrants – indemnification (see Note 19).





Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


e. Approval of dividends

 

On February 26, 2024, the Board of Directors approved the distribution of dividends in the amount of R$ 493,301 (R$ 0.45 per share), paid on March 14, 2025, without remuneration or monetary variation. Of this amount, R$ 285,180 (R$0.26 per share) refer to minimum mandatory  dividends and R$ 208,121 (R$0.19 per share) to additional dividends to the minimum mandatory dividends. The distribution of dividends was ratified by the shareholders at the Ordinary and Extraordinary General Shareholders’ Meeting on April 16, 2025.


 

 

06/30/2025

 

06/30/2024

Sales revenue:

 

 

 

Merchandise

68,208,150

 

64,439,068

Services rendered and others

1,358,739

 

875,250

Electricity (1)

359,665

 

Sales returns, rebates and discounts

(483,469)

 

(514,560)

Amortization of contract assets

(218,580)

 

(254,977)

 

69,224,505

 

64,544,781

Taxes on sales

(1,840,200)

 

(1,804,932)

Net revenue

67,384,305

 

62,739,849

 

(1)

 Refers to revenue from the sale of electricity of subsidiary Witzler, acquired by Ultragaz in 2024. For further information, see Note 27.c.


 

The Company presents its results by nature in the consolidated statement of income and details below its costs, expenses and other operating results by nature:

 

 

Parent

 

Consolidated

 

06/30/2025

 

06/30/2024

 

06/30/2025

 

06/30/2024

Raw materials and materials for use and consumption

 

 

(61,725,203)

 

(57,601,501)

Personnel expenses

(145,062)

 

(123,920)

 

(1,336,500)

 

(1,254,139)

Freight and storage

 

 

(573,585)

 

(625,499)

Depreciation and amortization

(7,819)

 

(7,430)

 

(526,211)

 

(453,800)

Services provided by third parties

(47,971)

 

(34,305)

 

(353,266)

 

(347,580)

Purchase of electricity (a)

 

 

(299,261)

 

Decarbonization obligation (b)

 

 

(220,453)

 

(321,269)

Amortization of right-of-use assets

(1,453)

 

(1,362)

 

(171,734)

 

(149,925)

Advertising and marketing

(1,554)

 

(798)

 

(83,073)

 

(88,572)

Other expenses and income, net (c)

36,108

 

18,694

 

250,038

 

(121,720)

SSC/Holding expenses

190,424

 

156,211

 

 

Total

22,673

 

7,090

 

(65,039,248)

 

(60,964,005)

Classified as:

 

 

 

 

 

 

 

Cost of products and services sold

 

 

(63,094,967)

 

(58,570,545)

Selling and marketing

 

 

(1,250,088)

 

(1,213,129)

General and administrative

(27,628)

 

(24,765)

 

(1,057,746)

 

(954,302)

Other operating income (expenses), net

50,301

 

31,855

 

363,553

 

(226,029)

Total

22,673

 

7,090

 

(65,039,248)

 

(60,964,005)

 

(a)

Refers to the purchase of electricity of subsidiary Witzler, acquired by Ultragaz in 2024. For further information, see Note 27.c.

(b) Refers to the obligation established by the RenovaBio program to meet decarbonization targets for the gas and oil sector. The amounts are presented in Other operating income (expenses), net.
(c) Include extemporaneous credits recognized in the period of R$ 487,254, see Note 7.





Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


 

 

Parent

 

Consolidated

 

06/30/2025

 

06/30/2024

 

06/30/2025

 

06/30/2024

Financial income:

 

 

 

 

 

 

 

Interest on financial investments

22,542

 

15,473

 

349,955

 

283,968

Interest from customers

 

 

72,687

 

72,965

Update of subscription warrants (see Note 19)

 

14,505

 

 

14,505

Selic interest on PIS/COFINS credits (a)

 

3

 

391,605

 

22,212

Update of provisions and other income

5,438

 

12,891

 

7,011

 

47,130

 

27,980

 

42,872

 

821,258

 

440,780

Financial expenses:

 

 

 

 

 

 

 

Interest on loans, financing and financial instruments

(1,149)

 

(911)

 

(909,601)

 

(585,870)

Interest on leases payable

(348)

 

(399)

 

(70,688)

 

(65,913)

Update of subscription warrants (see Note 19)

(4,929)

 

 

(4,929)

 

Bank charges, financial transactions tax, and other taxes

(401)

 

(17,475)

 

(85,130)

 

(81,114)

Foreign exchange variations, net of gain (loss) on derivative financial instruments

 

1,624

 

99,930

 

(177,953)

Update of provisions, net, and other expenses

(90)

 

(5,602)

 

(62,222)

 

(18,447)

 

(6,917)

 

(22,763)

 

(1,032,640)

 

(929,297)

Total

21,063

 

20,109

 

(211,382)

 

(488,517)

 

(a)  Include the result of financial income arising from extemporaneous credits recognized in the period of R$ 360,951, see Note 7.





Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025

 

 

The table below presents a reconciliation of numerators and denominators used in computing earnings per share. The Company has a stock plan and subscription warrants, as mentioned in Notes 8.d and 19, respectively.

 

 

04/01/2025 to 06/30/2025

 

01/01/2025 to 06/30/2025

 

 

 

 

 

Continuing Operations

 

Discontinued Operations

 

Total

 

Continuing Operations

 

Discontinued Operations

 

Total

 

04/01/2024 to 06/30/2024

 

01/01/2024 to 06/30/2024

Basic earnings per share 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the year of the Company

1,099,497

 

(11,133)

 

1,088,364

 

1,432,343

 

(11,133)

 

1,421,210

 

437,915

 

869,389

Weighted average number of shares outstanding (in thousands)

1,088,259

 

1,088,259

 

1,088,259

 

1,091,096

 

1,091,096

 

1,091,096

 

1,103,371

 

1,101,195

Basic earnings per share - R$

1.0103

 

(0.0102)

 

1.0001

 

1.3128

 

(0.0102)

 

1.3026

 

0.3969

 

0.7895

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the year of the Company

1,099,497

 

(11,133)

 

1,088,364

 

1,432,343

 

(11,133)

 

1,421,210

 

437,915

 

869,389

Weighted average number of outstanding shares (in thousands), including dilution effects

1,109,447

 

1,109,447

 

1,109,447

 

1,110,201

 

1,110,201

 

1,110,201

 

1,119,410

 

1,115,517

Diluted earnings per share - R$

0.9910

 

(0.0100)

 

0.9810

 

1.2902

 

(0.0100)

 

1.2801

 

0.3912

 

0.7794

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares (in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares for basic earnings per share

 

 

1,088,259

 

 

 

1,091,096

 

1,103,371

 

1,101,195

Dilution effect

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscription warrants

 

 

2,939

 

 

 

2,939

 

3,064

 

3,078

Stock plan

 

 

18,249

 

 

 

16,166

 

12,975

 

11,244

Weighted average number of shares for diluted earnings per share

 

 

1,109,447

 

 

 

1,110,201

 

1,119,410

 

1,115,517


Earnings per share were adjusted retrospectively by the issuance of 2,924,003 common shares due to the partial exercise of the rights conferred by the subscription warrants disclosed in Note 19.


52




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


 

The segments shown in these financial statements are strategic business units supplying different products and services. Intersegment sales are made considering the conditions negotiated between the parties.

 

The main segments are presented in the table below:

 

Segment

Main activities

Ultragaz

Distribution of liquefied petroleum gas (LPG) in the segments: bulk, comprising condominiums, trade, services, industries and agribusiness; and bottled, mainly comprising residential consumers. To expand the offer of energy solutions to its customers, the company also operates in the segments of renewable energy solutions and compressed natural gas.

Ipiranga

Distribution and sale of oil-related products, biofuels and similar products (gasoline, ethanol, diesel, fuel oil, kerosene, natural gas for vehicles, and lubricants) to service stations that operate under the Ipiranga brand throughout Brazil and to major consumers and carrier-reseller-retailer (TRRs), as well as in the convenience stores and automotive services segments.

Ultracargo

Operates in specialized liquid bulk storage solutions in the main logistics centers of Brazil.

Hidrovias (1)

Operations in logistics solutions and waterway and multimodal infrastructure, in Brazil and abroad.

 

(1) As of May 2025, through the acquisition of control according to Note 27.b, the Company began to report Hidrovias as a new operating segment.

  

a. Geographic area information

 

The subsidiaries generate revenue from operations in Brazil, as well as from exports of products and services to foreign customers, as disclosed below:

 

 

06/30/2025

 

06/30/2024

Net revenue from sales and services:

 

 

 

Brazil

66,624,702

 

61,911,218

Europe

45,037

 

37,272

United States of America and Canada

501,515

 

574,070

Other Latin American countries

119,885

 

129,521

Others

93,166

 

87,768

Total

67,384,305

 

62,739,849

 




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


b. Financial information related to segments

 

The main financial information of each of the continuing operations of the Company’s segments is as follows.

 

06/30/2025

Profit or loss

Ipiranga

Ultragaz

Ultracargo

Hidrovias (3)

Others (1) (2)

Subtotal

Segments

Eliminations

Total

Net revenue from sales and services

60,530,226

5,989,918

517,344

425,155

4,352

67,466,995

(82,690)

67,384,305

Transactions with third parties

60,531,036

5,989,282

438,371

425,155

3,490

67,387,334

67,387,334

Intersegment transactions

(810)

636

78,973

862

79,661

(82,690)

(3,029)

Cost of products and services sold

(57,853,591)

(4,875,566)

(207,706)

(235,860)

(63,172,723)

77,756

(63,094,967)

Gross profit

2,676,635

1,114,352

309,638

189,295

4,352

4,294,272

(4,934)

4,289,338

Operating income (expenses)

 

 

 

 

 

 

 

 

Selling and marketing

(936,328)

(311,534)

(4,669)

(1,078)

(1,253,609)

3,521

(1,250,088)

General and administrative

(598,337)

(199,131)

(82,273)

(38,975)

(143,399)

(1,062,115)

4,369

(1,057,746)

Results from disposal of property, plant and equipment and intangible assets

39,271

(16,756)

40

(1,855)

1

20,701

20,701

Other operating income (expenses), net

290,704

17,022

6,950

(528)

49,405

363,553

363,553

Operating income (loss)

1,471,945

603,953

229,686

146,859

(89,641)

2,362,802

2,956

2,365,758

Share of profit (loss) of subsidiaries, joint ventures and associates

(6,219)

758

2,357

(84,188)

(20,373)

(107,665)

(107,665)

Amortization of fair value adjustments on associates acquisition

(805)

(805)

(805)

Gain (loss) on acquisition of control of associate

91,105

91,105

91,105

Total share of profit (loss) of subsidiaries, joint ventures and associates

(6,219)

758

1,552

6,917

(20,373)

(17,365)

(17,365)

Income (loss) before financial result and income and social contribution taxes

1,465,726

604,711

231,238

153,776

(110,014)

2,345,437

2,956

2,348,393

Depreciation and amortization (a)

238,565

160,976

59,250

50,802

9,253

518,846

(2,953)

515,893

Amortization of contractual assets with customers - exclusivity rights

218,579

1

218,580

218,580

Amortization of right-of-use assets

107,935

36,071

15,587

10,688

1,453

171,734

171,734

Amortization of fair value adjustments on associates acquisition

805

805

805

Total depreciation and amortization

565,079

197,048

75,642

61,490

10,706

909,965

(2,953)

907,012

 

(a) The amount is net of PIS and COFINS on depreciation in the amount of R$ 10,318.

 


54




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


06/30/2024

Profit or loss

Ipiranga

Ultragaz

Ultracargo

Others (1) (2)

Subtotal

Segments

Eliminations

Total

Net revenue from sales and services

57,124,000

5,194,022

526,857

4,775

62,849,654

(109,805)

62,739,849

Transactions with third parties

57,123,714

5,193,359

421,190

1,586

62,739,849

62,739,849

Intersegment transactions

286

663

105,667

3,189

109,805

(109,805)

Cost of products and services sold

(54,331,562)

(4,152,929)

(187,762)

(58,672,253)

101,708

(58,570,545)

Gross profit

2,792,438

1,041,093

339,095

4,775

4,177,401

(8,097)

4,169,304

Operating income (expenses)

 

 

 

 

 

 

 

Selling and marketing

(939,224)

(269,146)

(5,801)

(12)

(1,214,183)

1,054

(1,213,129)

General and administrative

(598,567)

(169,975)

(84,542)

(111,217)

(964,301)

9,999

(954,302)

Results from disposal of property, plant and equipment and intangible assets

72,913

889

26

53

73,881

73,881

Other operating income (expenses), net

(274,571)

24,655

5,187

18,700

(226,029)

(226,029)

Operating income (loss)

1,052,989

627,516

253,965

(87,701)

1,846,769

2,956

1,849,725

Share of profit (loss) of subsidiaries, joint ventures and associates

(3,273)

468

2,416

(10,708)

(11,097)

(11,097)

Amortization of fair value adjustments on associates acquisition

(1,682)

(1,682)

(1,682)

Total share of profit (loss) of subsidiaries, joint ventures and associates

(3,273)

468

734

(10,708)

(12,779)

(12,779)

Income (loss) before financial result and income and social contribution taxes

1,049,716

627,984

254,699

(98,409)

1,833,990

2,956

1,836,946

Depreciation and amortization (a)

230,119

154,407

59,045

9,042

452,613

(2,956)

449,657

Amortization of contractual assets with customers - exclusivity rights

254,305

672

254,977

254,977

Amortization of right-of-use assets

102,151

31,696

14,836

1,242

149,925

149,925

Amortization of fair value adjustments on associates acquisition

1,682

1,682

1,682

Total depreciation and amortization

586,575

186,775

75,563

10,284

859,197

(2,956)

856,241

 

(a) The amount is net of PIS and COFINS on depreciation in the amount of R$ 4,143.
(1) Includes in the line “General and administrative and Revenue from sale of goods” the amount of R$ 112,730 in 2025 (R$ 82,780 in 2024) of expenses related to Ultrapar's holding structure.
(2) The “Others” column refers to the parent Ultrapar and subsidiaries ImavenUltrapar International, UVC Investimentos and share of profit (loss) of joint ventures RPR and subsidiary Hidrovias.
(3) The “Hidrovias” segment is composed of Hidrovias (HBSA3) and its parent company Ultra Logística, direct subsidiary of Ultrapar, and therefore, the reported numbers may contain differences with the numbers reported by Hidrovias (HBSA3).

55




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


c. Assets by segment

 

06/30/2025

Assets

Ipiranga

Ultragaz

Ultracargo

Hidrovias (1)

Others (2)

Subtotal

Segments

Discontinued operations

Total

Investments

132,819

5,529

238,505

49,772

3,591

430,216

79,549

509,765

Property, plant and equipment

3,298,038

1,572,056

2,374,999

4,571,119

127,140

11,943,352

(360,485)

11,582,867

Intangible assets

1,153,476

325,069

286,552

1,786,344

271,566

3,823,007

(162,835)

3,660,172

Right-of-use assets

834,734

183,826

597,568

317,401

6,092

1,939,621

-

1,939,621

Other current and non-current assets

19,522,732

2,512,978

486,192

2,230,116

2,719,979

27,471,997

(256,073)

27,215,924

Assets held for sale

699,844

699,844

Total assets (excluding intersegment transactions)

24,941,799

4,599,458

3,983,816

8,954,752

3,128,368

45,608,193

-

45,608,193

 

12/31/2024

Assets

Ipiranga

Ultragaz

Ultracargo

Others (2)

Total

Investments

146,450

1,042

216,134

1,785,007

2,148,633

Property, plant and equipment

3,282,469

1,566,376

2,157,663

129,458

7,135,966

Intangible assets

1,017,405

333,652

283,598

273,675

1,908,330

Right-of-use assets

911,783

152,024

599,853

7,664

1,671,324

Other current and non-current assets

20,944,583

2,156,708

393,368

3,199,162

26,693,821

Total assets (excluding intersegment transactions)

26,302,690

4,209,802

3,650,616

5,394,966

39,558,074

 

(1) The “Hidrovias” column is formed of Hidrovias and its parent company Ultra Logística, which is a direct subsidiary of Ultrapar, which is not part of Hidrovias segment, and therefore, the reported numbers may contain differences with the numbers reported by Hidrovias.
(2) The “Others” column refers to the parent Ultrapar and subsidiaries ImavenUltrapar International, UVC Investimentos and share of profit (loss) of joint venture RPR.




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025

 

Classes and categories of financial instruments and their fair values

The balances of financial instrument assets and liabilities and the measurement criteria are presented in accordance with the following categories:


(a)

Level 1 – prices negotiated (without adjustment) in active markets for identical assets or liabilities;


(b) Level 2 – inputs other than prices negotiated in active markets included in Level 1 and observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and

(c)

Level 3 - inputs for assets or liabilities that are not based on observable market variables (unobservable inputs).


 

 

Level

 

Carrying value


Carrying value

 

Fair value

June 30, 2025

Note

 

 

Measured at fair value through profit or loss

 

Measured at amortized cost


Total

 

 

Financial assets:

 

 

 

 

 

 


 

 

 

Cash and cash equivalents

 

 

 

 

 

 


 

 

 

Cash and banks

4.a

 

 

 

979,457


979,457

 

979,457

Securities and funds in local currency

4.a

 

 

 

1,266,299


1,266,299

 

1,266,299

Securities and funds in foreign currency

4.a

 

 

 

651,662


651,662

 

651,662

Financial investments

 

 

 

 

 

 


 

 

 

Securities and funds in local currency

4.b

Level 2

 

995,664

 


995,664

 

995,664

Securities and funds in foreign currency

4.b

 

 

 

2,512,437


2,512,437

 

2,512,437

Derivative financial instruments

 

 

 

 

 

 


 

 

 

Financial 26.f Level 2
715,139

715,139
715,139

Operational

26.f

Level 2

 

76,447

 

-


76,447

 

76,447

Energy trading futures contracts

26.h

Level 2

 

540,384

 


540,384

 

540,384

Trade receivables

5.a

 

 

 

4,155,912


4,155,912

 

4,155,912

Reseller financing

5.a

 

 

 

1,345,850


1,345,850

 

1,345,850

Related parties

8

 

 

 

59,653


59,653

 

59,653

Other receivables and other assets

-

 

 

 

575,553


575,553

 

575,553

 

 

 

 

 

 

 


 

 

 

Total

 

 

 

2,327,634

 

11,546,823


13,874,457

 

13,874,457

 

 

 

 

 

 

 


 

 

 

Financial liabilities:

 

 

 

 

 

 


 

 

 

Financing and debentures

15.a

Level 2

 

7,257,847

 

9,931,050


17,188,897

 

18,310,958

Derivative financial instruments

 

 

 

 

 

 


 

 

 

Financial

26.f

Level 2

 

419,840

 


419,840

 

419,840

Operational

26.f

Level 2

 

32,159

 


32,159

 

32,159

Energy trading futures contracts

26.h

Level 2

 

282,853

 


282,853

 

282,853

Trade payables

16.a

 

 

 

2,855,419


2,855,419

 

2,855,419

Trade payables - reverse factoring

16.b

 

 

 

257,822


257,822

 

257,822

Subscription warrants – indemnification

19

Level 1

 

51,549

 


51,549

 

51,549

Financial liabilities of customers

-

 

 

 

122,304


122,304

 

122,304

Contingent consideration

-

 

 

-

 

17,725


17,725

 

17,725

Related parties

8

 

 

 

3,679


3,679

 

3,679

Other payables

-

 

 

 

148,818


148,818

 

148,818

Total

 

 

 

8,044,248

 

13,336,817


21,381,065

 

22,503,126


57





Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025

 

 

Level

 

Carrying value


Carrying value

 

Fair value

December 31, 2024

Note

 

 

Measured at fair value through profit or loss

 

Measured at amortized cost


Total

 

 

Financial assets:

 

 

 

 

 

 


 

 

 

Cash and cash equivalents

 

 

 

 

 

 


 

 

 

Cash and banks

4.a

 

 

 

405,840


405,840

 

405,840

Securities and funds in local currency

4.a

 

 

 

1,286,152


1,286,152

 

1,286,152

Securities and funds in foreign currency

4.a

 

 

 

379,601


379,601

 

379,601

Financial investments

 

 

 

 


 

Securities and funds in local currency

4.b

Level 2

 

2,271,979

 


2,271,979

 

2,271,979

Securities and funds in foreign currency

4.b

 

 

 

2,854,126


2,854,126

 

2,854,126

Derivative financial instruments

 

 

 

 

 

 


 

 

 

Financial

26.f

Level 2

 

825,783

 


825,783

 

825,783

Operational

26.f

Level 2

 

8,203

 


8,203

 

8,203

Energy trading futures contracts

26.h

Level 2

 

404,695

 


404,695

 

404,695

Trade receivables

5.a

 

 

 

3,913,004


3,913,004

 

3,913,004

Reseller financing

5.a

 

 

 

1,404,883


1,404,883

 

1,404,883

Related parties

8

 

 

 

416


416

 

416

Other receivables and other assets

 

 

 

 

386,853


386,853

 

386,853

Total

 

 

 

3,510,660

 

10,630,875


14,141,535

 

14,141,535

 

 

 

 

 

 

 


 

 

 

Financial liabilities:

 

 

 

 

 

 


 

 

 

Financing and debentures

15.a

Level 2

 

5,553,796

 

8,306,714


13,860,510

 

13,600,251

Derivative financial instruments

 

 

 

 

 

 


 

 

 

Financial

26.f

Level 2

 

419,842

 


419,842

 

419,842

Operational

26.f

Level 2

 

21,758

 


21,758

 

21,758

Energy trading futures contracts

26.h

Level 2

 

114,776

 


114,776

 

114,776

Trade payables

16.a

 

 

                 -  

 

3,518,385


3,518,385

 

3,518,385

Trade payables - reverse factoring

16.b

 

 

 

1,014,504


1,014,504

 

1,014,504

Subscription warrants – indemnification

19

Level 1

 

47,745

 


47,745

 

47,745

Financial liabilities of customers

 

 

 

 

180,225


180,225

 

180,225

Contingent consideration

28.a

Level 3

 

42,186

 

52,988


95,174

 

95,174

Other payables

 

 

 

 

171,520


171,520

 

171,520

Total

 

 

 

6,200,103

 

13,244,336


19,444,439

 

19,184,180



58





Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


The fair value of financial instruments measured at Level 2 is described below:

 

Securities and funds in local currency: Estimated at the fund unit value as of the date of the financial statements, which corresponds to their fair value.

 

Derivative instruments: Estimated based on the US dollar futures contracts and the future curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 on the closing date.

 

Energy trading futures contracts: The fair value considers: (i) the prices established in recent purchases and sales; (ii) supply risk margin; and (iii) the market price projected in the availability period. Whenever the fair value at initial recognition differs from the transaction price for these contracts, a gain or loss is recognized.

 

Financing and debentures: Estimated based on the US dollar futures contracts and the future curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 on the closing date. The fair value calculation of notes in the foreign market used the quoted price in the market.

 

Financial risk management


The Company and its subsidiaries are exposed to strategic/operational risks and economic/financial risks. Operational/strategic risks (including demand behavior, competition, technological innovation, and material changes in the industry) are addressed by the Company’s management model.

 

Economic/financial risks primarily reflect default of customers, behavior of macroeconomic variables, such as commodities prices, exchange and interest rates, as well as the characteristics of the financial instruments used and their counterparties. These risks are managed through specific strategies and control policies.

 

The Company has a financial risk policy approved by its Board of Directors (“Policy”). In accordance with the Policy, the main objectives of financial management are to preserve the value and liquidity of financial assets and ensure financial resources for the development of the business, including expansions. The main financial risks considered in the Policy are market risks (currencies, interest rates and commodities), liquidity and credit.

 

The Financial Risk Committee is responsible for monitoring the compliance with the Policy and deciding on any cases of non-compliance. The Audit and Risk Committee (“CAR”) advises the Board of Directors in the efficiency of controls and in the review of the Risk Management Policy. The Risk, Integrity and Audit Director monitors the compliance with the Policy and reports to CAR and the Board of Directors the exposure to the risks and any cases of non-compliance with the Policy.


59




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


The Company and its subsidiaries are exposed to the following risks, which are mitigated and managed using specific financial instruments:

 

Risks

 

Exposure origin

 

Management

Market risk - exchange rate

 

Possibility of losses resulting from exposures to exchange rates other than the functional presentation currency, which may be of a financial or operational origin.


Seek exchange rate neutrality, using hedging instruments if applicable.

Market risk - interest rate

 

Possibility of losses resulting from the contracting of fixed-rate financial assets or liabilities.


Maintain most of the net financial exposure indexed to floating rates, linked to the basic interest rate.

Market risk - commodity prices

 

Possibility of losses resulting from changes in the prices of the main raw materials or products sold by the Company and their effects on profit or loss, statement of financial position and cash flow.


Hedging instruments, if applicable.

Credit risk

 

Possibility of losses associated with the counterparty's failure to comply with financial obligations due to insolvency issues or deterioration in risk classification.


Diversification and monitoring of counterparty’s solvency and liquidity indicators.

Liquidity risk

 

Possibility of inability to honor obligations, including guarantees, and incurring losses.


For cash management: financial investments liquidity.

For debt management: seek the combination of better terms and costs, by monitoring the ratio of average debt term to financial leverage.


a. Market risk - exchange and interest rates

 

Currency risk management is guided by neutrality of currency exposures and considers the risks associated to changes in exchange rates. The Company considers as its main exposure the assets and liabilities in foreign currency.

 

The Company and its subsidiaries use foreign exchange hedging instruments to protect their assets, liabilities, receipts, disbursements and investments in foreign currencies. These instruments aim to reduce the effects of foreign exchange variations, within the exposure limits of its Policy.

 

As to the interest rate risk, the Company and its subsidiaries raise and invest funds mainly linked to the DI. The Company seeks to maintain most of its financial assets and liabilities with floating interest rates, adopting instruments that hedge against the risk of changes in interest rates.





Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025

 

The assets and liabilities exposed to foreign currency, translated to Reais, and/or exposed to floating interest rates are shown below:

 

 

 

 

Exchange rate

 

 

Interest rate

 

Note

Currency

06/30/2025

 

12/31/2024

 

Index

06/30/2025

 

12/31/2024

Assets

 

 

 

 

 

 

 

 

 

 

Cash, cash equivalents, and financial investments

4.a

USD

3,610,320

 

3,428,520

 

DI

2,261,963

 

3,558,131

Trade receivables, net of allowance for expected credit losses

5.a

USD

195,168

 

27,393

 

 

 

Inventories

6

BRL/ USD

 

93,821

 

DI

 

Other assets in foreign currency

 

USD

45,470

 

21,028

 

 

 

 

 

 

3,850,958

 

3,570,762

 

 

2,261,963

 

3,558,131

Liabilities

 

 

 

 

 

 

 

 

 

 

Loans, financing and debentures (1)

15.a

USD/ EUR/ JPY

(7,648,185)

 

(6,681,657)

 

DI

(4,480,119)

 

(3,515,010)

Loans – FINEP

15.a

 

 

 

TJLP

(33,893)

 

(679)

Payables arising from imports

16.a

USD

(929,084)

 

(936,140)

 

 

 

Other liabilities in foreign currency

 

USD

(128,726)

 

(41,298)

 

 

 

 

 

 

(8,705,995)

 

(7,659,095)

 

 

(4,514,012)

 

(3,515,689)

Derivative instruments

26.f

USD / EUR / JPY

4,099,080

 

3,470,855

 

DI

(8,380,486)

 

(6,380,131)

 

 

 

(755,957)

 

(617,478)

 

 

(10,632,535)

 

(6,337,689)

Net liability position - equity

 

 

(435,533)

 

 

 

 

Net liability position - profit or loss

 

 

(320,424)

 

(617,478)

 

 

(10,632,535)

 

(6,337,689)


(1) Gross transaction costs of R$ 6,675 (R$ 7,807 as of December 31, 2024) and discount on notes in the foreign market of R$ 3,815 (R$ 5,246 as of December 31, 2024).


Sensitivity analysis with devaluation of the Real and interest rate increase

 

 

Exchange rate - Real devaluation (i)

 

Interest rate increase (ii)





Effect on profit or loss

(11,603)

 

(22,271)

Effect on equity

(15,425)

 

-

Total

(27,028)

 

(22,271)


(i) The average U.S. dollar rate of R$ 5.6504 was used for the sensitivity analysis, based on future market curves as of June 30, 2025 on the net position of the Company exposed to the currency risk, simulating the effects of devaluation of the Real on profit or loss. The closing rate considered was R$ 5.4571. The table above shows the effects of the exchange rate changes on the net liability position of R$ 755,957 (or US$ 138,527 using the closing rate) in foreign currency as of June 30, 2025.
(ii)  For the probable scenario presented, the Company used as a base scenario the market curves affected by the Interbank Deposit (DI) rate and the Long-Term Interest Rate (TJLP). The sensitivity analysis shows the incremental expenses and income that would be recognized in financial result, if the market curves of floating interest at the base date were applied to the average balances of the current year. The annual base rate used was 14.90% and the sensitivity rate was 14.69% according to reference rates made available by B3.





Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


b. Market risk - commodity prices

 

The Company and its subsidiaries are exposed to commodity price risk, mainly in relation to diesel and gasoline, affected by macroeconomic and geopolitical factors.

 

The foreign exchange derivative instruments and commodities designated as fair value hedge are concentrated in subsidiary IPP. The objective is to convert the cost of the imported product from fixed to variable until fuel blending, aligning it to the sales price. IPP uses over-the-counter derivatives for this hedge operation, aligning them with the value of the inventories of imported product.

 

To mitigate this risk, the Company continuously monitors the market and uses hedge operations with derivative contracts, traded on the stock exchange and the over-the-counter market.

 

Derivative

 

Fair value (R$ thousand)

 

Possible scenario (∆ of 10% - R$ thousand)

 

 

06/30/2025

 

12/31/2024

 

06/30/2025

 

12/31/2024

Commodity forward

 

27,890

 

(7,707)

 

(22,132)

 

(12,430)


(1) The table above shows the positions of derivative financial instruments to hedge commodity price risk as of June 30, 2025 and December 31, 2024, in addition to a sensitivity analysis considering a valuation of 10% of the closing price for each year. For further information, see Note 26.f.


c. Credit risk

 

Credit risk is related to the possibility of non-compliance with a commitment by a counterparty in a transaction. Credit risk is managed strategically and arises from cash equivalents, financial investments, derivative financial instruments and trade receivables, among others.

 

c.1 Financial institutions and government

 

The credit risk of financial institutions and governments related to cash and cash equivalents, financial investments and derivative financial instruments as of June 30, 2025, by counterparty rating, is summarized below:

 

 

 

Fair value

Counterparty credit rating

 

06/30/2025

 

12/31/2024

AAA

 

6,671,963

 

7,557,385

AA

 

478,168

 

305,686

A

 

3,846

 

3,668

Others

 

43,128

 

164,945

Total

 

7,197,105

 

8,031,684

 

c.2 Trade receivables

 

Credit granting is managed in subsidiaries based on policies and criteria specific to each business segment. The process includes credit analysis, the establishment of limits and required guarantees, with approval at predefined approval levels.

 

The subsidiaries manage credit throughout the customer’s life cycle, with specific processes for monitoring credit risk and renegotiating or executing credit, as applicable.

 

For further information on the allowance for expected credit losses, see Note 5.b.





Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025

 

d. Liquidity risk

 

Liquidity risk is the possibility of the Company facing difficulties to comply with its financial obligations, which must be settled with payments or other financial assets.

 

The main sources of liquidity of the Company and its subsidiaries arise from:

 

(i)                cash and financial investments;

(ii)               cash flow generated by its operations; and

(iii)              loans.

 

The Company and its subsidiaries have sufficient working capital and sources of financing to meet their current needs. As of June 30, 2025, the Company and its subsidiaries had R$ 3,985,522 in cash, cash equivalents, and short-term financial investments (for quantitative information, see Note 4).


The table below presents a summary of financial liabilities and leases payable as of June 30, 2025 by the Company and its subsidiaries, listed by maturity. The amounts presented are the contractual undiscounted cash flows, and may differ from the amounts disclosed in the statement of financial position:

 

 

Less than 1 year

Between 1 and 3 years

Between 3 and 5 years

More than 5 years

Total

Loans including future contractual interest (1) (2)

4,900,956

8,805,162

4,807,832

4,000,411

22,514,361

Derivative instruments (3)

593,318

574,699

164,089

30,139

1,362,245

Trade payables

2,855,419

2,855,419

Trade payables - reverse factoring

257,822

257,822

Leases payable

499,571

578,195

379,390

1,216,294

2,673,450

Financial liabilities of customers

93,631

69,967

163,598

Other payables

147,594

7,851

155,445

 

9,348,311

10,035,874

5,351,311

5,246,844

29,982,340

 

(1) The interest on loans was estimated based on the US dollar, Euro at closing and on the future yield curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 ad BACEN as of June 30, 2025.

(2)  Includes estimated interest on short-term and long-term loans until the contractually foreseen payment date.

(3) The derivative instruments were estimated based on the US dollar futures contracts and the future curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 as of June 30, 2025. In the table above, only the derivative instruments with negative results at the time of settlement were considered.

  

e. Capital management


The Company manages and optimizes its capital structure based on indicators to ensure business continuity while maximizing return to its shareholders.

Capital structure is comprised of net debt (loans and financing, including debentures, according to Note 15 and leases payable according to Note 12.b, after deduction of cash, cash equivalents and financial investments, according to Note 4), and the “financial” derivative financial instruments, assets and liabilities, according to Note 26 Classes and categories of financial instruments and their fair values, and equity.

63




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


The Company may change its capital structure according to economic and financial conditions. Moreover, the Company also seeks to improve its return on invested capital by implementing efficient working capital management and a selective investment program.

Annually, the Company and its subsidiaries revise their capital structure, evaluating the cost of capital and the risks associated with each class of capital including the leverage ratio analysis, which is determined as the ratio between net debt and equity.

The leverage ratio at the end of the period/year is as follows:

 

 

 

Consolidated

 

 

06/30/2025

 

12/31/2024

Gross debt and lease payable (a)

 

18,937,993

 

15,345,662

Cash, cash equivalents, and short-term investments (b)

 

6,405,519

 

7,197,699

Financial instruments (c)

 

295,299

 

405,941

Net debt = (a) - (b) - (c)

 

12,237,175

 

7,742,022

Equity

 

18,395,769

 

15,823,444

Net debt-to-equity ratio

 

66.52%

 

48.93%

 

f. Selection and use of derivative financial instruments

 

In selecting derivative instruments, the Company considers the estimated rates of return, risks, liquidity, calculation methodology for the carrying and fair values, and the applicable documentation.

 

Derivative financial instruments are used to hedge identified risks, at amounts that do not exceed 100% of the identified risk. Derivatives are referred to as "derivative instruments" to reflect their restricted function of hedging identified risks.





Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025

 

The table below summarizes the gross balance of the position of derivative instruments contracted as well as of the gains (losses) that affect the equity and the statement of income of the Company and its subsidiaries:


Derivatives designated as hedge accounting

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

Contracted rates

 

Maturity

 

Notional amount (2)

 

Fair value as of 06/30/2025

 

Gains (losses) as of 06/30/2025

 

 

Assets

Liabilities

 

 

 

06/30/2025

 

Assets

 

Liabilities

 

Profit or loss

 

Fair value adjustment of debt - R$

Foreign exchange swap (1)

 

USD + 5.1%

105.0% DI

 

Apr/26

 

USD 243,565

 

4,043

 

(76,580)

 

(172,444)

 

14,832

Foreign exchange swap (1)

 

14.6%

106.6% DI

 

Oct/27

 

USD 89,437

 

3,511

 

 

3,511

 

(12,393)

Foreign exchange swap (1)

 

EUR + 3.0%

104.0% DI

 

Feb-27

 

EUR 77,535

 

 

(2,768)

 

(33,776)

 

(2,349)

Foreign exchange swap (1)

 

JPY + 1.5%

109.4% DI

 

-

 

-

 

 

-

 

(30,066)

 

-

Foreign exchange swap (1)

 

SOFR + 0.9%

103.3% DI

 

Feb/26

 

USD 104,535

 

-

 

(43,285)

 

(52,011)

 

2,673

Interest rate swap (1)

 

IPCA + 5.2%

103.0% DI

 

Jun/32

 

BRL 3,040,000

 

342,109

 

(1,798)

 

81,704

 

(72,429)

Interest rate swap (1)

 

IPCA + 2.9%

69.5% DI

 

Nov/41

 

BRL 252,441

 

 

(6,627)

 

(4,055)

 

20,965

Interest rate swap (1)

 

11.2%

104.3% DI

 

Jul/27

 

USD 525,791

 

 

 

(28,114)

 

19,655

 

(24,986)

Commodity forward (1)

 

BRL

Heating Oil/ RBOB

 

Dec/25

 

USD 53,600

 

45,907

 

(17,468)

 

17,533

 

NDF (1)

 

BRL

USD

 

Dec/25

 

USD 16,532

 

6,590

 

(4,087)

 

9,655

 

 

 

 

 

 

 

 

Total - designated

 

402,160

 

(180,727)

 

(160,294)

 

(73,687)

Derivatives not designated as hedge accounting

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange swap

 

USD + 0.0%

52.5% CDI

 

Jun/29

 

USD 300,000

 

361,101

 

 

(174,268)

 

Foreign exchange swap

 

USD + 4.9%

CDI + 1.6%

 

Oct/31

 

USD 50,000

 

 

(12,835)

 

(63,889)

 

NDF

 

USD

BRL

 

Sept/25

 

USD 14,459

 

19,654

 

(6,808)

 

(20,034)

 

Commodity forward

 

BRL

Heating Oil/ RBOB

 

Nov/25

 

USD 25,787

 

8,671

 

(9,220)

 

4,731

 

Interest rate swap

 

USD + 5.2%

CDI -1.4%

 

Jun/29

 

USD 300,000

 

 

(242,409)

 

21,204

 

 

 

 

 

 

 

 

Total - not designated

 

389,426

 

(271,272)

 

(232,256)

 

 

 

 

 

 

 

 

Total

 

791,586

 

(451,999)

 

(392,550)

 

(73,687)


(1)  Derivative financial instruments designated for fair value hedge accounting (see Note 26.g.1).
(2) Currency as indicated.





Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


Derivatives designated as hedge accounting

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

Contracted rates

 

Maturity

 

Notional amount (3)

 

Fair value as of 06/30/2024

 

Gains (losses) as of 06/30/2024

 

 

Assets

Liabilities

 

 

 

06/30/2024

 

Assets

 

Liabilities

 

Profit or loss

 

Fair value adjustment of debt - R$

Foreign exchange swap (1)

 

USD + 0.0%

53.6% DI

 

-

 

-

 

 

 

5,581

 

Foreign exchange swap (1)

 

USD + 5.4%

109.9% DI

 

Sept/25

 

USD 206,067

 

38,756

 

 

120,065

 

1,931

Foreign exchange swap (1)

 

EUR + 5.2%

109.4% DI

 

Mar/25

 

EUR 120,147

 

30,058

 

 

38,259

 

3,266

Foreign exchange swap (1)

 

JPY + 1.6%

109.0% DI

 

Mar/25

 

JPY 24,098,829

 

2,284

 

(85,110)

 

(24,728)

 

(6,546)

Interest rate swap (1)

 

IPCA + 5.1%

104.0% DI

 

Jun/32

 

BRL 2,873,693

 

418,857

 

 

(131,339)

 

41,421

Interest rate swap (1)

 

10.48%

103.6% DI

 

Jul/27

 

BRL 615,791

 

 

(18,250)

 

(30,864)

 

(11,412)

Commodity forward (1)

 

BRL

Heating Oil/ RBOB

 

Dec/24

 

USD 184,089

 

20,042

 

(6,461)

 

(26,465)

 

NDF (1)

 

BRL

USD

 

Dec/24

 

USD 95,671

 

2,591

 

(12,489)

 

(29,462)

 

 

 

 

 

 

 

 

Total - designated

 

512,588

 

(122,310)

 

(78,953)

 

28,660

Derivatives not designated as hedge accounting

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange swap

 

USD + 0.0%

52.5% CDI

 

Jun/29

 

USD 300,000

 

330,318

 

 

136,792

 

NDF

 

USD

BRL

 

Sept/24

 

USD 104,952

 

12,849

 

(7,111)

 

41,968

 

Commodity forward

 

BRL

Heating Oil/ RBOB

 

Feb/25

 

USD 346,287

 

33,137

 

(32,805)

 

(1,580)

 

Interest rate swap

 

USD + 5.2%

CDI - 1.4%

 

Jun/29

 

USD 300,000

 

 

(236,315)

 

(71,678)

 

 

 

 

 

 

 

 

Total - not designated

 

376,304

 

(276,231)

 

105,502

 

 

 

 

 

 

 

 

Total

 

888,892

 

(398,541)

 

26,549

 

28,660


(1)  Derivative financial instruments designated for fair value hedge accounting (see Note 26.g.1).
(2) Currency as indicated.






Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


g. Hedge accounting

 

The Company and its subsidiaries use derivative and non-derivative financial instruments for hedging purposes and test, throughout the duration of the hedge, their effectiveness, as well as the changes in their fair value.

 

The hedged items and the hedging instruments have a high correspondence, since the contracted instruments have characteristics equivalent to the transactions considered as the hedged item. The Company and its subsidiaries designated a hedge ratio for transactions designated as hedge accounting, since the underlying risks of the hedging instruments correspond to the risks of the hedged items.

 

The Company and its subsidiaries discontinue the hedge accounting when the hedging instrument is settled, the hedged item ceases to exist or the hedge no longer meets the requirements for hedge accounting due to the absence of an economic relationship between the hedged item and the hedging instrument.

 

g.1 Fair value hedge

 

The Company and its subsidiaries use derivative financial instruments such as fair value hedge to mitigate the risk of variations in interest and exchange rates, which affect the amount of contracted debts. As of June 30, 2025, no material ineffectiveness was identified in fair value hedge operations.

 

g.2 Cash flow hedge

 

The subsidiary Hidrovias Cabotagem adopts cash flow hedge to protect part of its future revenues in dollars, linked to a long-term contract, using the principal of the debt in foreign currency contracted from BNDES as a hedging instrument.

 

Exchange rate variations are recognized on a monthly basis in other comprehensive income and reclassified to statement on income as the hedged revenues are recognized.

 

The effectiveness of the hedge is monitored according to the offsetting variations between the instrument and the hedged item.

 

From 2025 onwards, subsidiary Hidrovias began to present the effects of Cabotagem as Discontinued Operation, see Note 28.

 

h. Financial instruments (energy trading futures contracts)

 

The Company’s subsidiaries operate in the Free Contracting Environment (ACL) and have entered into bilateral energy purchase and sale contracts with different market players. Accordingly, they assume short and long-term commitments. As a result of mismatched operations, they assume energy surplus or deficit positions, which are measured at a future market price curve (forward curve). Therefore, the Company designates these contracts as financial instruments, according to IFRS 9/CPC 48, at the beginning of the contract, to include the recording of the correct exposure to the risk of future purchase and sale transactions of bilateral contracts.


Sensitivity analysis – level 2 hierarchy

 

 

Valuation technique

 

Fair value of energy contracts

 

Sensitivity of inputs to fair value (a)

Financial assets

Discounted cash flow method

 

540,384

 

+10%

623,683

 

 

 

-10%

444,149

 

 

 

 

 

 

Financial liabilities

 

282,853

 

+10%

398,213

 

 

 

-10%

189,806

 

(a) This 10% variation scenario represents a fluctuation considered reasonable by the Company, based on the history of negotiations concluded under similar market conditions.


67



Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025

27. Acquisition of Interest and Control

 

a. Acquisition of service stations from Pão de Açúcar Group by subsidiary Millennium 

 

On June 10, 2024, through its subsidiary Centro de Conveniências Millenium Ltda., the Company signed a contract for the acquisition of 49 service stations from Pão de Açúcar Group, located in the state of São Paulo, for R$ 130,000 plus working capital adjustments. CADE approved the transaction on July 22, 2024. On August 13, 2024, R$ 90,000 was paid as an advance.

 

In the second quarter of 2025, the acquisition of 3 of the 49 service stations was completed. The total amount paid for these stations was R$ 6,211, of which R$ 3,628 had already been paid previously as an advance.


b. Hidrovias do Brasil S.A.

 

In 2023, the Company began the process of acquiring an interest in Hidrovias do Brasil S.A. (“Hidrovias”), through the purchase of a 4.99% direct interest and a 4.99% indirect interest, through Total Return Swaps (“TRS”), recognized as financial asset and measured at fair value in accordance with IFRS 9/CPC 48. On March 18, 2024, the Company contributed its direct interest to its subsidiary Ultra Logística Ltda. and settled the TRS. From this date, all transactions have been carried out through subsidiary Ultra Logística Ltda.

 

On May 7, 2024, subsidiary Ultra Logística completed the purchase of 128,369,488 shares from Hidrovias, which represented 16.88% of its share capital, at a cost of R$ 3.98/share. Also in May 2024, when obtaining sufficient evidence demonstrating its power to exert significant influence on decisions regarding Hidrovias' financial and operational policies, subsidiary Ultra Logística began to recognize its interest in Hidrovias as an investment in an associate with significant influence, in accordance with IAS 28/CPC 18.

 

Subsequently, throughout the first quarter of 2025, subsidiary Ultra Logística acquired additional shares of Hidrovias through trading on the Stock Exchange (“B3”) in the amount of R$ 7,373.  With these acquisitions, Ultra Logística's interest in Hidrovias reached 42.26% of the share capital.

 

In the second quarter of 2025, Ultra Logística acquired a total of 180,923,231 shares of Hidrovias for R$ 345,892. Of this amount, 42,877,800 refer to common shares (HBSA3), in the amount of R$ 122,263, and 138,045,431 correspond to subscription rights (HBSA1 and HBSA9), in the amount of R$ 223,629, all linked to the capital increase of Hidrovias.

 

The acquisition of control occurred in May 2025, with the approval of the capital increase in Hidrovias. On that occasion, the share capital of Hidrovias was increased by R$ 1,200,000 with the issuance of 600,000,000 shares, rising from R$ 1,359,469 (760,382,643 shares) to R$ 2,559,469 (1,360,382,643 shares). Therefore, with the conversion of subscription rights (HBSA1 and HBSA9) into common shares (HBSA3), Ultra Logística now holds 682,252,831 common shares, representing 50.15% of the total share capital of Hidrovias, thus consolidating the acquisition of corporate control.

 

The Company, based on applicable accounting standards and with the support of a company specialized in valuations, carried out, in the same month the control was acquired, the provisional allocation of the purchase price (“Purchase Price Allocation” – PPA), with the identification of assets acquireds and assumed liabilities measured at fair value and the recognition of the accounting goodwill. Additionally, the Company does not expect to the tax amortization of revaluation of assets and liabilities remeasured at fair value. Therefore, the deferred income tax liability is recognized on the provisional capital gains and losses recorded. The allocation was considered provisional in function of the ongoing necessary analysis. The Company predicts to conclude the process and realize the final alocation until the closing of the financial year of 2025.

 




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


The table below summarizes the consolidated balances of assets acquired and liabilities assumed at the acquisition date recognized at fair value, reflecting the purchase price allocations and provisional goodwill determination:

 

Assets

 

Cash and cash equivalents

1,155,510

Bonds and other securities

1,171

Trade receivables

119,082

Inventories

168,889

Recoverable taxes

198,360

Prepaid expenses

65,607

Related parties

5,825

Other receivables

 137,093

Assets of subsidiaries held for sale

736,540

Escrow deposits

67,375

Deferred tax assets

74,730

Other investments

121,710

Property, plant and equipment, net

4,275,648

Intangible assets, net

1,292,934

Right-of-use asset, net

331,202

Derivative instruments

6,270

Liabilities

 

Loans and financing

3,542,285

Trade payables

104,490

Salaries and related charges

46,246

Taxes payable, income and social contribution taxes payable

126,869

Deferred tax liabilities

590,220

Legal claims

36,962

Advances from customers

7,365

Leases payable

286,778

Other payables

119,491

Liabilities of subsidiaries held for sale

500,708

Derivative instruments

52,643

 





Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


Goodwill based on expected future profitability

332,374

Non-controlling interests(1)

1,666,929

Assets and liabilities consolidated in the opening balance

2,009,334

Assets acquired

4,392,110

Liabilities assumed

(2,715,149)

Goodwill based on expected future profitability

    332,374

Final investment in 50.15% interest

2,009,334

Reversal of the non-cash effect of the acquisition

 

Gain on acquisition of control of associate

(113,655)

Share of profit (loss) of subsidiaries, joint ventures and associates before acquisition of control

148,518

Acquisition value - cash

2,044,197

Cash and cash equivalents acquired

(1,155,510)

Net cash from transaction

888,687

 

(1) The non-controlling interest is determined based on the net value of assets and liabilities on the acquisition date, considering the proportion of 49.85%.


The gain in the acquisition of control of an associate results from the change in its corporate classification, from associate to subsidiary, after a series of acquisitions in stages with the objective of acquiring control. Until then, the investment was accounted for under the equity method, in accordance with CPC 18 (R2) / IAS 28. With the acquisition of control, assets, liabilities, revenues and expenses are fully consolidated, in accordance with CPC 36 (R3) / IFRS 10. In line with the provisions of CPC 15 (R1) / IFRS 3, the previously held interest was measured at fair value on the acquisition date, and the effects of this revaluation were recognized in the investment goodwill, as required by the accounting standard. In view of the various stages of acquisitions of Hidrovias, two revaluation effects were recognized on the investment goodwill, as shown in the table below:

 

Revaluation of investment

 

Revaluation of investment (from financial asset to associate) - IFRS 9 / IAS 28 (1)

66,267

Revaluation of investment (from associate to subsidiary) - IAS 28 / IFRS 3 (2)

47,388

Gain on acquisition of control of associate

113,655

Write-off of accumulated effects in equity before control - IAS 28 / IFRS 3 (2)

43,717

Total

157,372

 

(1)  Transition from financial asset to investment in associate, recognized in May 2024 in financial results.
(2)  Transition from investment in associate to investment in subsidiary, recognized in May 2025 under the equity method. Additionally, as provided for in the applicable accounting standard, the accumulated balances in other comprehensive income, recorded since the significant influence was obtained, were fully reversed to profit or loss for the period. The total impact of the transition was R$ 91,105.

 

After acquiring control of Hidrovias, the Company, through its subsidiary, acquired additional interests. Such acquisitions do not fall within the scope of business combinations for the purposes of price and goodwill allocation. Therefore, the difference between the price paid and the equity value of the shares acquired was recorded in equity, under shareholder transactions. Through these additional acquisitions, the interest in Hidrovias on June 30, 2025 was 52.05%.
 

From the date of acquisition until June 30, 2025, Hidrovias contributed to the Company with net revenue of R$ 458,060 and net income of R$ 54,520. If the acquisition had taken place on January 1, 2025, the Company would have consolidated net revenue of R$ 68,063,189 and net income of R$ 1,541,942.


70




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025

 

c. WTZ Participações S.A.

 

On September 1, 2024, through subsidiary Cia Ultragaz, the Company acquired 51.7% of the voting share capital of WTZ Participações S.A. (“Witzler”). The transaction qualifies as a business combination as defined in IFRS 3 (CPC 15 (R1)) – Business Combinations. This acquisition is in line with Ultragaz's strategy to expand its offering of energy solutions to its customers, leveraging on its capillarity, commercial strength, brand and extensive base of corporate and residential customers.

 

Witzler was founded in 2015 and its main activities are the sale of electric energy in the free market and energy management, with a national presence.

 

The initial payment, including the capital contribution in the amount of R$ 49,490, totaled R$ 104,490. During the period, amounts relating to contingent consideration were paid, totaling R$ 45,106. The remaining transaction amount of R$ 278 was recorded under “Other payables”. The Company, based on applicable accounting standards and supported by an independent appraisal firm, is determining the statement of financial position as at the acquisition date, the fair value of assets and liabilities and, consequently, goodwill. The provisional goodwill determined is R$ 52,038. The purchase price allocation (“PPA”) will be completed in 2025.

 

The table below summarizes the consolidated balances of assets acquired and liabilities at the acquisition date, subject to adjustment for purchase price allocation and goodwill determination:

 

Assets

 

Cash and cash equivalents

5,399

Trade receivables

33,168

Recoverable taxes

3,036

Prepaid expenses

170

Other receivables

306

Other investments

5

Property, plant and equipment, net

1,684

Intangible assets, net

11

Derivative instruments

209,348

Liabilities

 

Loans and financing

68

Trade payables

27,541

Salaries and related charges

2,211

Taxes payable, income and social contribution taxes payable

80,918

Other payables

2,641



Goodwill based on expected future profitability

52,038

Non-controlling interests

67,498

Assets and liabilities consolidated in the opening balance 124,288


71




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025




Assets acquired

130,867

Liabilities assumed

58,617

Goodwill based on expected future profitability

52,038

Acquisition value

124,288

 

 

Comprised by:

 

Cash

55,000

Acquisition of ownership interest via capital contribution (as non-controlling interests)

23,904

Contingent consideration settled

45,106

Contingent consideration to be settled

278

Total consideration

124,288

 

 

Net cash outflow resulting from acquisition

 

Initial consideration in cash

55,000

Contingent consideration settled

45,106

Cash and cash equivalents acquired

(5,399)

Acquisition value

94,707

 

28. Discontinued operation

 

a. Cabotagem purchase and sale agreement


On February 27, 2025, Hidrovias entered into an agreement for the sale of all shares in HB – Cabotagem (“Cabotagem”) to Companhia de Navegação Norsul (“Norsul”). The cabotage operation was acquired by Hidrovias in 2016 for the performance of a contract dedicated to the transportation of bauxite from the Porto Trombetas mine to the client's alumina refinery in Barcarena, expiring in 2034.


The total sale amount (enterprise value) is R$ 715 million, which 195 million refers to the amount of equity (equity value) and R$ 521 million of debt amount, as of December 31, 2024. The full amount will be paid on the closing date of the transaction, and will be subject to usual price adjustments for this type of transaction, including working capital adjustments.


The transaction was approved by CADE without restrictions on April 16, 2025. The transaction will be closed after the completion of other usual conditions precedent for this type of operation.


On June 30, 2025, Hidrovias performed the impairment test on the assets and identified a difference between the transaction value and the carrying amount of the assets. Therefore, it recognized in the statement of income for the period the amount net of income tax of R$ 52,502 related to the impairment, even in the absence of evidence of operational deterioration of the assets.


72




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


The impairment of the assets was attributed entirely to the goodwill and the remanescent was attributed to other Hidrovias assets.


Allocation of impairment

79,549

Deferred income and social contribution taxes

(27,047)

Net impairment(1)

52,502

 

(1)  Considering the acquisition of control of Hidrovias in May 2025, according to Note 27.b, the net impairment for the period recorded in the Company is R$ 28,838.

 

b. The main classes of assets and liabilities classified as held for sale as of June 30, 2025 are shown below:

 

ASSETS

Cabotagem June/2025

 

Eliminations

 

Impact of impairment

 

Cessation of depreciation

 

Balance as of 06/30/2025

Cash and cash equivalents

11,520

 

-

 

-

 

-

 

11,520

Financial investments

855

 

-

 

-

 

-

 

855

Trade receivables

45,277

 

-

 

-

 

-

 

45,277

Inventories

16,754

 

-

 

-

 

-

 

16,754

Recoverable taxes

872

 

-

 

-

 

-

 

872

Recoverable income and social contribution taxes

26,198

 

-

 

-

 

-

 

26,198

Credits with related parties

61

 

(61)

 

-

 

-

 

-

Other assets

28,946

 

-

 

-

 

-

 

28,946

 

 

 

 

 

 

 

 

 

 

Total current assets

130,483

 

(61)

 

-

 

-

 

130,422

 

 

 

 

 

 

 

 

 

 

Financial investments

19,002

 

-

 

-

 

 

 

19,002

Credits with related parties

140

 

(140)

 

-

 

-

 

-

Escrow deposits

21,116

 

-

 

-

 

-

 

21,116

Deferred income tax and social contribution

60,768

 

-

 

27,047

 

(7,834)

 

79,981

Other assets

5,552

 

-

 

-

 

-

 

5,552

Property, plant and equipment

342,026

 

-

 

-

 

18,459

 

360,485

Intangible assets

158,253

 

-

 

(79,549)

 

4,582

 

83,286

Total non-current assets

606,857

 

(140)

 

(52,502)

 

15,207

 

569,422

 

 

 

 

 

 

 

 

 

 

Total assets

737,340

 

(201)

 

(52,502)

 

15,207

 

699,844


73




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025


LIABILITIES AND EQUITY

Cabotagem June/2025

 

Eliminations

 

Impact of impairment

 

Cessation of depreciation

 

Balance as of 06/30/2025

Trade payables

20,308

 

-

 

-

 

-

 

20,308

Loans, financing and debentures

63,903

 

-

 

-

 

-

 

63,903

Social and labor obligations

3,310

 

-

 

-

 

-

 

3,310

Taxes payable

13,948

 

-

 

-

 

-

 

13,948

Income and social contribution taxes

5,259

 

-

 

-

 

-

 

5,259

Payables from related parties

1,081

 

(1,081)

 

-

 

-

 

-

Legal claims

62

 

-

 

-

 

-

 

62

Total current liabilities

107,871

 

(1,081)

 

-

 

-

 

106,790

 

 

 

 

 

 

 

 

 

 

Loans, financing and debentures

365,453

 

-

 

-

 

-

 

365,453

Total non-current liabilities

365,453

 

-

 

-

 

-

 

365,453

 

 

 

 

 

 

 

 

 

 

Share capital

234,557

 

(234,557)

 

-

 

-

 

-

Retained earnings (loss)

136,013

 

(98,718)

 

(52,502)

 

15,207

 

-

Accumulated other comprehensive income

(106,554)

 

106,554

 

-

 

-

 

-

Total equity

264,016

 

(226,721)

 

(52,502)

 

15,207

 

-

 

 

 

 

 

 

 

 

 

 

Total liabilities and equity

737,340

 

(227,802)

 

(52,502)

 

15,207

 

472,243

c. The results for the period and cash flows from discontinued operation as of June 30, 2025 are shown below:

 

Balance as of 06/30/2025 (1)

Net revenue from sales and services

32,905

Cost of services sold

(25,538)

 

 

Gross profit

7,367

 

 

Operating income (expenses)

 

General and administrative

(1,451)

Other operating income (expenses)

3,185

Impairment losses

(43,694)

Operating income (loss) before financial result and taxes

(34,593)

 

 

Financial income

3,249

Financial expenses

(2,683)

Financial result, net

566

 

 

Operating income (loss) before income and social contribution taxes

(34,027)

 

 

Income and social contribution taxes

 

Current

2,751

Deferred

9,886

Profit (loss) for the period

(21,390)

  

74




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended June 30, 2025

 

 

Balance as of 06/30/2025(1)

Net cash provided by operating activities

20,631

Net cash used in investing activities

(7,591)

Net cash used in financing activities

(12,833)

Increase in cash and cash equivalents

207


(1) Considers the balances since the acquisition of control in May 2025 according to Note 27.b.


For the parent company, in the statement of income for the period ended June 30, 2025, the share of profit (loss) of  Cabotage, net of transactions with related parties, were reclassified as Discontinued Operation in the amount of R$ 11,133.

d. Covenants


As a result of its loans from BNDES, HB Cabotagem has the following financial covenants calculated from the Financial Statements of the subsidiary: (i) maintain the capitalization ratio greater than or equal to 25%. The capitalization ratio is obtained from adjusted equity to total assets. Adjusted equity is the equity excluding foreign exchange losses and gains; and (ii) maintain the debt service coverage ratio (“DSCR”) equal to or greater than 1.3x. The DSCR is calculated based on ratio of EBITDA and variation in working capital (excluding cash and debt) to debt service and is measured annually.

 

The covenants of subsidiary HB Cabotagem are determined at the end of the year and on December 31, 2024 were fully achieved.


29. Events after the reporting period

 

a. Conclusion of share buyback program


On July 29, 2025, the Company concluded its share buyback program. During the period of the buyback, 25,000,000 common shares were acquired, corresponding to 100% of the previously announced buyback program.


b. Distribution of dividends

 

On August 13, 2025, the Board of Directors, in a meeting held on this date, approved the distribution of dividends in the amount of R$ 326,005, equivalent to R$ 0.30 per common share, to be paid from August 29, 2025, onwards, without remuneration or monetary adjustment.

 

The record date that establishes the right to receive the dividend will be August 21, 2025, in Brazil, and August 25, 2025, in the United States. Therefore, the shares will be traded “ex-dividend” from August 22, 2025, onwards on the São Paulo Stock Exchange (B3), and from August 25, 2025, onwards on the New York Stock Exchange (NYSE).

 

The number of shares considered to calculate the dividend per share considers the issuance of 342,691 common shares, as approved by the Board of Directors on this date.


 

Graphics


São Paulo, August 13, 2025 Ultrapar Participações S.A. (B3: UGPA3 / NYSE: UGP, “Companyor “Ultrapar”), operating in energy, mobility, and logistics infrastructure through Ultragaz, Ipiranga, Ultracargo and Hidrovias do Brasil (B3: HBSA3), today announces its results for the second quarter of 2025.

  

Net revenue

Adjusted EBITDA1

Recurring Adjusted EBITDA¹

R$ 34.1

billion

R$ 2.1

billion

R$ 1.5

billion

 

Net income

Cash generation from operations2

Investments

R$ 1.2

billion

R$ 1.8

billion

R$ 544
million

The table above considers the sum of the balances of continuing and discontinued operations.
¹ Accounting adjustments and non-recurring items described in the EBITDA calculation table – page 2.
² Cash generation from operations excluding the effect of the variations in trade payables draft discount.

Highlights

  • Continuity of good operating results of Ultrapar.

­          Strong operating cash generation of R$ 1.8 billion, of which R$ 0.9 billion was used to reduce draft discount, due to the IOF tax burden.

­          Hidrovias’ record results, highlighting the favorable navigability and tariffs adjustments.

  • Advances in Hidrovias’ strategic agenda:

­          Ultrapar became the controlling shareholder following the completion of the capital increase.

­      Net debt reduction driven by improved results and capital increase, with capital cost optimization following the partial buyback of the 2031 bond and the issuance of debentures.

  • Extraordinary tax credits of R$ 0.7 billion at Ipiranga, related to the remaining portion of historical ICMS in the PIS/COFINS calculation base.
  • Continuity of irregularities in the fuel sector, with increased irregular imports of naphtha sold as gasoline, and non-compliance with the biodiesel blending mandate in diesel. There were advances in combating such irregularities, such as the implementation of a single-phase taxation of hydrated ethanol for PIS/COFINS in May, and the introduction of tax solidarity for resellers and distributors regarding unpaid ICMS in São Paulo, starting in August. Stricter RenovaBio non-compliance laws, although in effect, had limited impact due to court injunctions preventing the disclosure of sanctioned companies’ names.
  • Conclusion of the Paulínia (Opla) railway branch during the quarter and gradual ramp-up of operations in Palmeirante starting in July 2025.
  • R$ 1 billion fundraising at Ipiranga, with an average cost equivalent to 106% CDI, below the current cost of debt.
  • Completion of the shares buyback program of 25 million shares at an average price of R$16.64.
  • Distribution of R$ 326 million in interim dividends, equivalent to R$ 0.30 per share.
2Q25 Graphics

Considerations on the financial and operational information

The financial information presented on this document were extracted from the individual and consolidated interim financial information ("Quarterly Information") for period from April 1 to June 30, 2025, and prepared in accordance with the pronouncement CPC 21 (R1) - Interim Financial Reporting and the International Accounting Standard IAS 34 issued by the International Accounting Standards Board ("IASB"), and presented in accordance with the applicable rules for Quarterly Information, issued by the Brazilian Securities and Exchange Commission (“CVM”).

Information on Ipiranga, Ultragaz, Ultracargo and Hidrovias is presented without the elimination of intersegment transactions. Therefore, the sum of such information may not correspond to Ultrapar's consolidated information. Additionally, the financial and operational information is subject to rounding and, consequently, the total amounts presented in the tables and charts may differ from the direct numerical sum of the amounts that precede them.

Information denominated EBIT (Earnings Before Interest and Taxes on Income and Social Contribution on Net Income), EBITDA (Earnings Before Interests, Taxes on Income and Social Contribution on Net Income, Depreciation and Amortization); Adjusted EBITDA and Recurring Adjusted EBITDA are presented in accordance with Resolution 156, issued by the CVM on June 23, 2022.

Adjusted EBITDA considers adjustments from usual business transactions that impact the results but do not have potential cash generation, such as the amortization of contractual assets with customers – exclusive rights, amortization the fair value adjustments of associates, and the effect of mark-to-market of energy future contracts. Regarding Recurring Adjusted EBITDA, the Company excludes exceptional or non-recurring items, providing a more accurate and consistent view of its operational performance, avoiding distortions caused by exceptional events, whether positive or negative. The calculation of EBITDA from net income is detailed in the table below.

In May 2025, the Company became the controlling shareholder of Hidrovias, as per the Material Fact disclosed to the market, consolidating its results as of that date. The effect of Hidrovias’ results on Ultrapar’s EBITDA in the second quarter considers 3 months of Hidrovias’ results to eliminate the lag that was impacting the share of results of Ultrapar, as well as 2 months of Hidrovias’ EBITDA for May and June. It is worth noting that Hidrovias announced in February 2025 the sale of the Coastal Navigation operation and the balances are presented as a discontinued operation in the financial statements. In this report we present the financial information related to Ultrapar on a consolidated basis, considering the sum of continuing and discontinued operations, unless otherwise indicated.

R$ million

ULTRAPAR

Quarter

Year-to-date

2Q25

2Q24

2Q25

1H24

1H25

Net Income

1,151

491

363

1,514

947

(+) Income and social contribution taxes

341

193

248

589

402

(+) Net financial (income) expenses

31

206

180

211

489

(+) Depreciation and amortization¹

388

322

300

688

600

EBITDA

1,910

1,212

1,091

3,002

2,437

Accounting adjustment

 

 

 

 

 

(+) Amortization of contractual assets with customers exclusive rights

113

122

105

218

255

(+) Amortization of fair value adjustments on associates’ acquisition

0

2

0

1

2

(+) MTM of energy futures contracts

42

-

(9)

33

-

(+/-) Hedge accounting

4

-

-

4

-

Adjusted EBITDA

2,070

1,336

1,188

3,258

2,693

Ipiranga

1,199

817

832

2,031

1,636

Ultragaz

442

414

393

835

815

Ultracargo

141

165

166

307

330

Hidrovias

323

-

(139)

185

-

Holding and other companies

 

 

 

 

 

  Holding

(56)

(53)

(54)

(110)

(93)

Other companies

(12)

(8)

(10)

(21)

(11)

Extraordinary expenses/provisions from divestments

32

-

-

32

16

Non-recurring items that affected EBITDA

 

 

 

 

 

(-) Results from disposal of assets (Ipiranga)

(34)

(36)

(5)

(39)

(73)

(-) Credits and provisions (Ipiranga)

(487)

-

-

(487)

-

(-) Earn-out Stella (Ultragaz)

-

(17)

-

-

(17)

(-) Extraordinary expenses/provisions from divestments

(32)

-

-

(32)

(16)

(-) Assets write-off and Coastal Navigation impairment (Hidrovias)

(48)

-

-

(48)

-

Recurring adjusted EBITDA

1,468

1,282

1,183

2,651

2,588

Ipiranga

678

781

826

1,504

1,563

Ultragaz

442

397

393

835

797

Ultracargo

141

165

166

307

330

Hidrovias

276

-

(139)

137

-

Holding and other companies

 

 

 

 

 

  Holding

(56)

(53)

(54)

(110)

(93)

  Other companies

(12)

(8)

(10)

(21)

(11)


1 Does not include amortization of contractual assets with customers – exclusive rights


2Q25 Graphics


R$ million
ULTRAPAR

Quarter

Year-to-date  

2Q25

2Q24

1Q25

2Q25 x 2Q24

2Q25 x 1Q25

1H25

1H24

1H25 x 1H24

Net revenues

34,088

32,344

33,329

5%

2%

67,417

62,740

7%

Adjusted EBITDA

2,070

1,336

1,188

55%

74%

3,258

2,693

21%

Recurring Adjusted EBITDA¹

1,468

1,282

1,183

15%

24%

2,651

2,588

2%

Depreciation and amortization2

(501)

(446)

(406)

12%

23%

(907)

(856)

6%

Financial result

(31)

(206)

(180)

-85%

-83%

(211)

(489)

-57%

Net income

1,151

491

363

134%

217%

1,514

947

60%

Investments

544  

479

416

14%

31%

959

918

7%

Cash flow from operating activities

939

1,298

3

-28%

n/a

942

725

30%

¹ Non-recurring items described in the EBITDA calculation table – page 2

² Includes amortization of contractual assets with customers – exclusive rights and amortization of fair value adjustments on associates acquisition


Net revenues Total of R$ 34,088 million (+5% vs 2Q24), mainly driven by higher revenues from Ipiranga and Ultragaz. Compared to 1Q25, net revenue increased by 2%, due to higher revenues from Ultragaz in the period.

Recurring Adjusted EBITDA – Total of R$ 1,468 million (+15% vs 2Q24 and +24% vs 1Q25), mainly by the consolidation of Hidrovias’ record result and Ultragaz’s better result, partially offset by Ipiranga’s lower EBITDA.

Results from the Holding and other companies – Negative result of R$ 36 million, driven by (i) R$ 56 million from the Holding expenses,  (ii) a negative result of R$ 12 million from other companies, mainly due to the performance of Refinaria Riograndense, and (iii) positive net result of R$ 32 million, driven by extraordinary reversals of provisions at Oxiteno and Extrafarma.

Depreciation and amortization – Total of R$ 501 million (+12% vs 2Q24 and +23% vs 1Q25), impacted by the consolidation of Hidrovias in the result.

Financial result Negative result of R$ 31 million in 2Q25 (improvement of R$ 175 million vs 2Q24 and R$ 149 million vs 1Q25), reflecting the effect of the monetary adjustment of extraordinary tax credits of R$ 344 million, in addition to the R$ 70 million gain from Hidrovias bond repurchase below the face value, partially offset by the effect of the consolidation of Hidrovias and the increase in CDI in the period.

Net income Total of R$ 1,151 million (+134% vs 2Q24 and +217% vs 1Q25), mainly due to the stronger operating performance and the extraordinary tax credit recognition of R$ 677 million.

Cash flow from operating activities Generation of R$ 1,848 million, of which R$ 909 million was allocated to reduce draft discount, compared to R$ 1,070 million in 2Q24 (R$ 1,298 million including draft discount), mainly due to reduction in working capital, considering the reduction in diesel and gasoline prices, and the consolidation of Hidrovias.


2Q25 Graphics


R$ million

IPIRANGA

Quarter 

Year-to-date  

2Q25

2Q24

1Q25

2Q25 x 2Q24

2Q25 x 1Q25

1H25

1S24

1H25 x 1H24

Total volume (‘000 m³)

5,733

5,850

5,578

-2%

3%

11,310

11,433

-1%

Diesel

2,925

3,016

2,775

-3%

5%

5,700

5,766

-1%

Otto cycle

2,700

2,727

2,699

-1%

0%

5,399

5,472

-1%

Other

107

107

104

1%

4%

211

195

8%

Adjusted EBITDA (R$ million)

   1,199

       817

       832

47%

44%

   2,031

  1,636

24%

Adjusted EBITDA margin (R$/m³)

       209

       140

       149

50%

40%

       180

       143

25%

Non-recurring²

(521)

       (36)

          (5)

n/a

n/a

    (527)

       (73)

n/a

Recurring Adjusted EBITDA (R$ million)

       678

       781

       826

-13%

-18%

   1,504

   1,563

-4%

Recurring Adjusted EBITDA margin (R$/m³)

       118

       133

       148

-11%

-20%

      133

       137

-3%

Recurring Adjusted LTM EBITDA
(R$ million)

   3,284

   4,148

  3,387

-21%

-3%

  3,284

   4,148

-21%

Recurring Adjusted LTM EBITDA margin (R$/m³)

140

177

144

-21%

-3%

140

177

-21%

¹ Fuel oils, arla 32, kerosene, lubricants and greases

² Non-recurring items described in the EBITDA calculation table – page 2


Operational performance – Ipiranga’s volume decreased by 2% compared to 2Q24, reflecting a 3% decrease in diesel and 1% reduction in the Otto cycle. Diesel volume was impacted by: (i) irregularities in biodiesel blending, (ii) international prices under Petrobras prices until mid-June, and (iii) oversupplied market. Otto cycle volume, in turn, was mainly affected by irregular imports of naphtha sold as gasoline. Compared to 1Q25, volume was 3% higher, resulting from the typical seasonality between the periods.

Net revenue – Total of R$ 30,296 million (+3% vs 2Q24), reflecting the capturing opportunities in derivatives trading operations and higher gasoline costs over the period. Compared to 1Q25, net revenue remained stable, due to higher sales volume offset by lower fuel prices.

Cost of goods sold – Total of R$ 29,048 million (+4% vs 2Q24), in line with the effect observed in net revenue for the period and inventory loss due to the reduction in fuel prices. Compared to 1Q25, there was an increase of 1%, due to higher sales volume, partially offset by lower fuel costs and inventory loss compared to inventory gain in the previous quarter.

Selling, general and administrative expenses – Total of R$ 773 million (-7% vs 2Q24), due to lower personnel expenses, mainly due to reduced headcount, in addition to one-off expenses in 2Q24 with move of office. Compared to 1Q25, there was an increase of 1%.

Result from disposal of assets – Total of R$ 34 million in 2Q25, a decrease of R$ 3 million compared to 2Q24, mainly due to lower sale of real estate assets. Compared to 1Q25, the result from disposal of assets increased by R$ 28 million, mainly due to higher sales of real estate assets.

Other operating results – Total of R$ 396 million (improvement of R$ 505 million vs 2Q24 and of R$ 500 million compared to 1Q25), mainly due to the recognition of extraordinary tax credits and lower expenses with decarbonization credits, given the lower price level.

Recurring Adjusted EBITDA – Total of R$ 678 million (-13% vs 2Q24), impacted by: (i) irregularities in the fuel sector, previously mentioned, (ii) international prices under Petrobras prices until the first half of June and consequent product oversupply, and (iii) inventory loss in 2Q25 due to fuel price adjustments, (iv) partially offset by lower expenses. Compared to 1Q25, there was an 18% decrease, mainly due to fuel price adjustments and inventory loss in 2Q25, compared to inventory gains in 1Q25, partially offset by higher sales volume.

Investments – R$ 218 million was invested in 2Q25, allocated to the expansion and maintenance of its service stations and franchises network and the expansion of the TRR segment, in addition to investments towards enhancing the technology platform, focusing on the replacement of Ipiranga’s ERP system. Of the total invested, R$ 112 million refers to additions to fixed and intangible assets, R$ 133 million to contractual assets with customers (exclusivity rights), and negative R$ 27 million of financing granted to customers, net of receipts.


79


2Q25 Graphics


R$ million

ULTRAGAZ

Quarter

Year-to-date

2Q25

2Q24

2Q25

2Q25 x 2Q24

2Q25 x 1Q25

1H25

1S24

1H25 x 1H24

Total volume (‘000 ton)

432

437

406

-1%

6%

839

838

0%

Bottled

276

281

257

-2%

7%

533

534

0%

Bulk

156

156

149

0%

5%

305

305

0%

Adjusted EBITDA1 (R$ million)

442

414

393

7%

13%

835

815

0%

Adjusted EBITDA margin (R$/ton)

1,023

948

967

8%

6%

996

972

2%

Non-recurring2

-  

(17)

-  

n/a

n/a

-  

(17)

n/a

Recurring Adjusted EBITDA1 (R$ million)

442

397

393

11%

13%

835

797

3%

Recurring Adjusted EBITDA margin (R$/ton)

1,023

909

967

13%

6%

996

951

5%

Recurring Adjusted LTM EBITDA1 (R$ million)

1,725

1,656

1,679

4%

3%

1,725

1,656

4%

Recurring Adjusted LTM EBITDA margin (R$/ton)

987

964

959

2%

3%

987

964

2%

¹ Includes contribution from the result of new energies

² Non-recurring items described in the EBITDA calculation table – page 2

Operational performance – The volume sold by Ultragaz in 2Q25 decreased by 1% compared to 2Q24, with a 2% decrease in the bottled segment, driven by the competitive dynamics, affected by the pass through of increased costs from Petrobras auctions, while sales of the bulk segment remained stable. Compared to 1Q25, sales volume was 6% higher, reflecting the typical seasonality between the periods

Net revenues – Total of R$ 3,127 million (+16% vs. 2Q24), mainly due to the pass-through of increased costs of LPG acquired from Petrobras auctions. Compared to 1Q25, net revenues increased by 9%, mainly due to higher sales volume.

Cost of goods sold – Total of R$ 2,548 million (+18% vs. 2Q24), due to the rising cost of LPG acquired from auctions and the addition of costs related to the new energies segment. Compared to 1Q25, the unit cost of goods increased by 9%, due to the higher sales volume and higher freight costs.

Selling, general and administrative expenses – Total of R$ 263 million (+15% vs. 2Q24), due to higher expenses with personnel (collective bargaining agreement) and non-recurring marketing expenses. Compared to 1Q25, selling, general and administrative expenses increased by 6%, mainly due to higher expenses with consultancy for efficiency gains in the bulk segment and marketing.

Result from disposal of assets – Negative R$ 17 million, due to a one-off asset write-off.

Other operating results – Total of R$ 1 million, representing a deterioration compared to previous periods (R$ 19 million vs. 2Q24 and R$ 14 million vs. 1Q25), mainly due to the reversal of the earn-out from the acquisition of Stella in prior quarters.

Recurring Adjusted EBITDA – Total of R$ 442 million (+11% vs. 2Q24), reflecting a better sales mix and greater efficiency in the bulk segment and higher performance in the new energies segment, partially offset by the lower result of the bottled segment and higher expenses. Compared to 1Q25, Recurring Adjusted EBITDA increased by 13%, mainly due to higher sales volume, partially offset by higher expenses.

Investments – R$ 95 million was invested this quarter, mainly directed towards the acquisition and replacement of bottles, installations for new customers in the bulk segment, and new energies, especially in biomethane segment.

2Q25 Graphics

R$ million
ULTRACARGO

Quarter 

Year-to-date

2Q25

2Q24

1Q25

2Q25 x 2Q24

2Q25 x 1Q25

1H25

1S24

1H25 x 1H24

Installed capacity¹ (‘000 m³)

1,067

1,067

1,067

0%

0%

1,067

1,067

0%

sold (‘000 m³)

3,703

4,307

4,024

-14%

-8%

7,728

8,503

-9%

Adjusted EBITDA (R$ million)

141

165

166

-15%

-15%

307

330

-7%

Adjusted EBITDA margin (%)

57%

63%

61%

-5.6 p.p.

-4.3 p.p.

59%

63%

-3.4 p.p.

Adjusted EBITDA margin (R$/ m³ capacity)

44

52

52

-15%

-15%

48

52

-7%

Adjusted LTM EBITDA (R$ million)

644

658

669

-2%

-4%

644

658

-2%

Adjusted LTM EBITDA margin (%)

60%

63%

62%

-2.3 p.p.

-1.3 p.p.

60%

63%

-2.3 p.p.

¹ Monthly average

 

 

 

 

 

 

 

 

Operational performance - The average installed capacity remained stable across the periods. The m³ sold decreased by 14% compared to 2Q24, mainly reflecting lower demand for storage in fuel imports, affected by the industry's process of reducing inventory handled, with lower handling in Santos and Itaqui. Compared to 1Q25, the m³ sold decreased by 8%, with lower handling of chemicals in Aratu and of fuels in Itaqui, Opla and Suape, partially offset by higher fuel handling at Vila do Conde terminal.

Net revenueTotal of R$ 247 million (-6% vs. 2Q24 and 9% vs. 1Q25), reflecting the effects of volume mentioned above.

Cost of services provided – Total of R$ 104 million (+9% vs 2Q24), mainly due to additional costs with the start of the company’s own operation in Opla, pre-operational costs in Palmeirante and maintenance. Compared to 1Q25, there was a decrease of 1% due to lower invoiced volume, partially offset by higher maintenance costs.

Selling, general and administrative expenses - Total of R$ 45 million (+1% vs. 2Q24 and +7% vs. 1Q25), mainly due to higher personnel expense (collective bargaining agreement) and new business acquisitions.

Adjusted EBITDA – Total of R$ 141 million (-15% vs 2Q24 and 1Q25), mainly explained by lower billed m³ and initial costs and expenses related to the expansion in Paulínia (Opla) and the new terminal in Palmeirante.

Investments – R$ 116 million was invested this quarter, primarily allocated to expansion projects at the terminals of Itaqui, Opla railway branch, Santos and Rondonópolis.


2Q25 Graphics

R$ million

HIDROVIAS DO BRASIL

Quarter

Year-to-date

2Q25

2Q24

1Q25

2Q25 x 2Q24

2Q25 x 1Q25

1H25

1S24

1H25 x 1H24

Total volume (thousand ton)

4,922

4,475

4,161

10%

18%

9,084

8,509

7%

North Corridor

2,204

2,067

1,867

7%

18%

4,071

4,158

-2%

South Corridor

1,416

1,010

1,085

40%

31%

2,501

1,713

46%

Coastal Navigation

872

1,044

769

-17%

13%

1,641

1,933

-15%

Santos

431

353

440

22%

-2%

871

705

23%

Adjusted EBITDA (R$ million)

304

221

221

38%

38%

525

387

36%

Non-recurring¹

44

30

36

46%

22%

80

30

    n/a

Adjusted EBITDA margin (%)

44%

40%

40%

4 p.p.

4 p.p

42%

39%

3 p.p

Recurring Adjusted EBITDA  (R$ million)

348

250

256

39%

36%

604

417

45%

Recurring Adjusted EBITDA margin (%)

50%

46%

46%

4 p.p.

4 p.p.

49%

42%

7 p.p.

¹ Non-recurring items for 2Q25 are described in the EBITDA calculation table – page 2. Regarding the comparative periods, non-recurring items can be consulted directly in the Earnings Release, on the company’s website. Results Center - Hidrovias IR

 

The table above presents Hidrovias’ full results since January 2024, as disclosed by the company’s on its Investor Relations website. The figures were maintained as originally published, reflecting the complete quarterly results.

Ultrapar’s consolidated figures include the consolidation of Hidrovias results for May and June 2025, in addition to the share of profit (loss) of subsidiaries, joint ventures and associates of Hidrovias between May 2024 and April 2025.

 

Operational performance – Total volume increased by 10% in 2Q25 compared to 2Q24, highlighting the better performance in the South Corridor, driven by better navigation conditions (benefiting from improved rainfall patterns) and a better mix given the higher iron ore throughput, in addition to higher volume in the North Corridor. These effects were partially offset by the lower volume at Coastal Navigation. Compared to 1Q25, the volume increased by 18% with strong performance in the South, mainly reflecting better navigability, and in the North Corridor as a result of seasonal factors affecting grain transportation.

Net operating revenue (ex-hedge accounting) – Total of R$ 690 million in 2Q25, an increase of 27% vs. 2Q24 and 24% vs. 1Q25, mainly driven by the higher volume and increased tariffs.


Operating costs – Total of R$ 384 million in 2Q25 (+8% vs. 2Q24 and +13% vs. 1Q25). Excluding depreciation and amortization, operating costs reached R$ 300 million in 2Q25 (+8% vs 2Q24 and +20% vs 1Q25), reflecting one-off higher costs related to the docking of a ship at Coastal Navigation and impacts related with the start of the salt operation in Santos.

Selling, general and administrative expenses Total of R$63 million in 2Q25 (-29% vs. 2Q24 and stable vs. 1Q25). Excluding depreciation and amortization, expenses reached R$ 55 million in 2Q25 (-21% vs 2Q24 and stable vs 1Q25) due to non-recurring effects in 2Q24 related to the donation of the investment for rail shipment in Santos and additional expenses related to asset transfers in the South Corridor. Compared to 1Q25 remained stable.

Recurring Adjusted EBITDA – Total of R$ 348 million (+39% vs. 2Q24 and +36% vs. 1Q25), reflecting better navigability conditions in the South Corridor, better volumes and tariffs in the North Corridor, partially offset by lower results from Coastal Navigation and Santos operations. The effect of Hidrovias on Ultrapar’s EBITDA in 2Q25 was R$ 276 million, resulting from R$ 234 million of EBITDA for May and June (following the consolidation of control), and R$ 42 million of share of profit of Hidrovias for the final pre-consolidation period.

Investments – R$ 91 million was invested in 2Q25, reflecting the effects of the docking of HB Tucunaré in the Coastal Navigation operation, as well as modular expansion projects in the North Corridor.

For further financial and operational details of Hidrovias, visit the company’s Investor Relations website.


2Q25 Graphics


ULTRAPAR - Indebtedness

Quarter

2Q25

2Q24

1Q25

Cash and cash equivalents¹

6,437

7,429

5,994

Gross debt¹

(17,618)

(13,703)

(13,556)

Leases payable

(1,749)

(1,426)

(1,482)

Derivative financial instruments¹

295

-

-

Net debt

(12,635)

(7,700)

(9,044)

Net debt/Adjusted LTM EBITDA²

1.9x

1.2x

1.7x

Trade payables – reverse factoring (draft discount)

(258)

(1,531)

(1,167)

Financial liabilities of customers (vendor)

(122)

(244)

(151)

Receivables from divestments (Oxiteno and Extrafarma)

-

220

-

Net debt + draft discount + vendor + receivables

(13,015)

(9,256)

(10,362)

Average gross debt duration (years)

3,6

3,3

3,3

Average cost of gross debt

107% DI

110% DI

110% DI

DI + 0.9%

DI + 1.0%

DI + 1.3%

Average cash yield (% DI)

99%

99%

100%

¹ In 2Q25, the “Cash and cash equivalents” and “Gross debt” lines no longer present the balance of “Derivative financial instruments”. For further information, please see note 26 of Ultrapar’s financial statements.

² Adjusted LTM EBITDA does not include extraordinary tax credits. With the consolidation of Hidrovias, Adjusted LTM EBITDA for 2Q25 includes the effect of Hidrovias’ Adjusted EBITDA for the last 12 months, excluding the effects of share of profit (loss) of subsidiaries, joint ventures and associates” counted at Ultrapar.

 

Ultrapar ended 2Q25 with an adjusted net debt of R$ 12,635 million (1.9x Adjusted LTM EBITDA), compared to R$ 9,044 million in March 2025 (1.7x Adjusted LTM EBITDA). The increase in our leverage was mainly due to the R$ 909 million reduction in draft discount, as a result of the IOF tax burden. Excluding this effect, we would maintain the same leverage level due to the strong cash generation during the quarter, despite the consolidation of Hidrovias (impact of +0.2x on leverage) and the additional acquisition of interest stake and consolidation of Hidrovias, together with Ultrapar’s share buybacks, which totaled R$ 494 million.

 


Cash and maturity profile and breakdown of the gross debt (R$ million):

 


Graphics 


 Graphics



2Q25 Graphics


Updates on ESG themes

Ultrapar


In June, Ultrapar started a partnership with Fundação Estudar, one of the country’s leading institutions dedicated to developing young leaders. The initiative is part of our strategy to support efforts aimed at improving the quality of education in Brazil and reflects the belief in driving transformation through investments in different ways, from basic to master's level, to generate long-term impact.

Also this quarter, the companies Ipiranga, Ultragaz, Ultracargo and Hidrovias do Brasil maintained the Gold Seal of the Brazilian GHG Protocol Program. The renewal of the seal reinforces the commitment of the group's companies to transparency and the publication of greenhouse gas (GHG) emissions inventories in the country.

Business

Ipiranga maintained its leading position in the energy sector in the general ranking of Merco - Monitor Empresarial de Reputação Corporativa (Corporate Reputation Monitor), for the eighth consecutive year. In 2025, it reached 37th place in the national ranking, an increase of five positions compared to the previous year in the survey that is considered one of the main references for corporate reputation in Brazil.

For Ultragaz, the quarter was marked by several developments and achievements, highlighted by the release of the 2024 Sustainability Report and the recognition with 1st place in the Best of ESG Award, from Exame, in the oil, gas and chemical category. Furthermore, the company joined the SP Carbon Zero Commitment, an initiative of the São Paulo State Government aimed at reducing greenhouse gas emissions, reinforcing its commitment to the issue.

Ultracargo was once again recognized as one of the best companies to work for by Great Place to Work (GPTW), reinforcing its commitment to talent development and people training.

Hidrovias released its 2024 Integrated Report, detailing the main results and actions aimed at sustainability, climate resilience, and strengthening waterway transportation.


2Q25 Graphics


ULTRAPAR  Capital Markets

Quarter

2Q25

2Q24

1Q25

Final number of shares (‘000 shares)

1,115,507

1,115,404

1,115,507

Market cap¹ (R$ million)

19,566

24,093

19,086

B3


 

 

Average daily trading volume (‘000 shares)

5,872

4,297

6,688

Average daily financial volume (R$ thousand)

99,322

106,068

111,021

Average share price (R$/share)

16.91

24.68

16.60

NYSE


 

 

Quantity of ADRs² (‘000 ADRs)

67,360

59,223

66,273

Average daily trading volume (‘000 ADRs)

1,962

1,340

1,694

Average daily financial volume (US$ thousand)

5,928

6,490

4,961

Average share (US$/ADRs)

3.02

4.84

2.93

Total


 

 

Average daily trading volume (‘000 shares)

7,834

5,637

8,382

Average daily financial volume (R$ thousand)

132,869

139,743

139,841

   ¹ Calculated on the closing share price for the period

   ² 1 ADR = 1 commom share

The average daily trading volume of Ultrapar, considering trades on B3 and NYSE, was R$ 133 million/day in 2Q25 (-5% vs 2Q24). Ultrapar’s shares ended 2Q25 priced at R$ 17.54 on B3, an appreciation of 1% in the quarter, while Ibovespa index appreciated by 6%. On the NYSE, Ultrapar’s shares appreciated by 6%, while the Dow Jones index appreciated by 5% in the quarter. Ultrapar ended 2Q25 with a market cap of R$ 19.6 billion.

Evolução UGPA3 x Ibovespa

(Base 100)

Graphics 

 

 


2Q25 Conference call

Ultrapar will host a conference call with analysts and investors on August 14, 2025, to comment on the Company’s performance in the second quarter of 2025 and its outlook. The presentation will be available for download on the Company’s website 30 minutes prior to the start.

The conference call will be broadcast via zoom and conducted in Portuguese with simultaneous translation into English. Please connect 10 minutes in advance.

Conference call in Portuguese with simultaneous translation into English
Time: 11:00 (BRT) / 10:00 (EDT)

 

Access link via Zoom

Participants in Brazil and international: Click here 



2Q25 Graphics


R$ million

ULTRAPAR - Balance sheet

Jun 25

Jun 25

Jun 25

Jun 24

Mar 25

Continued

Discontinued

ASSETS

 

 

 

 

 

Cash and cash equivalents

2,909

2,897

12

3,831

1,436

Financial investments

1,089

1,088

1

301

1,301

Derivative instruments1

157

157

-

-

-

Trade receivables and reseller financing

4,278

4,233

45

4,517

4,065

Trade receivables - sale of subsidiaries

-

-

-

220

-

Inventories

4,055

4,039

17

3,990

4,135

Recoverable taxes

2,336

2,309

27

1,666

2,130

Energy trading futures contracts

226

226

-

-

349

Prepaid expenses

211

211

-

151

202

Contractual assets with customers – exclusive rights

644

644

-

777

646

Others

382

353

29

295

309

Assets held for sale

-

700

-

-

-

Total current assets

16,288

16,857

130

15,746

14,574

Financial Investments and other financial assets

2,439

2,420

19

3,298

3,256

Derivative instruments1

635

635

-

-

-

Trade receivables and reseller financing

761

761

-

691

741

Deferred income and social contribution taxes

976

896

80

1,268

869

Recoverable taxes

3,614

3,614

0

2,731

2,763

Energy trading futures contracts

314

314

-

-

382

Escrow deposits

492

471

21

1,055

402

Prepaid expenses

57

57

-

62

43

Contractual assets with customers - exclusive rights

1,444

1,444

-

1,432

1,456

Related parties

60

60

-

47

52

Other receivables

393

387

6

240

224

Investments in subsidiaries, joint ventures and associates

430

510

(80)

1,599

2,025

Right-of-use assets

1,940

1,940

-

1,612

1,644

Property, plant and equipment

11,943

11,583

360

6,585

7,251

Intangible assets

3,823

3,660

163

1,975

2,074

Total non-current assets

29,321

28,751

569

22,594

23,180

Total assets

45,608

45,608

700

38,340

37,755

Liabilities

 

 

 

 

 

Trade payables

2,876

2,855

20

3,127

2,367

Trade payables - reverse factoring

258

258

-

1,531

1,167

Loans, financing and debentures

3,095

3,031

64

3,415

2,582

Derivative instruments1

157

157

-

-

-

Salaries and related charges

442

438

3

399

371

Taxes payable

593

573

19

429

329

Leases payable

376

376

-

332

319

Energy trading futures contracts

176

176

-

-

285

Financial liabilities of customers (vendor)

93

93

-

135

102

Provision for decarbonization credits

56

56

-

147

96

Dividends payable

86

86

-

52

48

Others

708

708

-

583

633

Liabilities held for sale

-

472

-

-

-

Total current liabilities

8,914

9,280

107

10,151

8,299

Loans, financing and debentures

14,523

14,158

365

10,288

10,973

Derivative instruments1

295

295

-

-

-

Energy trading futures contracts

107

107

-

-

147

Provision for tax, civil and labor risks

625

625

-

1,252

602

Post-employment benefits

209

209

-

250

203

Leases payable

1,374

1,374

-

1,094

1,163

Financial liabilities of customers (vendor)

30

30

-

109

49

Related parties

4

4

-

4

4

Others

1,132

1,132

-

339

423

Total non-current liabilities

18,298

17,933

365

13,336

13,565

Total liabilities

27,212

27,212

472

23,486

21,864

EQUITY

 

 

 

 

 

Share capital

6,622

6,622

-

6,622

6,622

Reserves

8,602

8,602

-

6,999

8,604

Treasury shares

(810)

(810)

-

(450)

(711)

Others

1,660

1,660

-

1,114

681

Non-controlling interests in subsidiaries

2,322

2,322

-

570

695

Total equity

18,396

18,396

-

14,854

15,890

Total liabilities and Equity

45,608

45,608

472

38,340

37,755

Cash and cash equivalents

6,437

 

 

7,429

5,994

Gross debt

(17,618)

 

 

(13,703)

(13,556)

Leases payable

295

 

 

-

-

Derivative financial instruments1

(1,749)

 

 

(1,426)

(1,482)

Net Debt

(12,635)

 

 

(7,700)

(9,044)


1 In 2Q25, the “cash and cash equivalent” and “gross debt” lines no longer included the balance of derivate instruments



2Q25 Graphics


R$ million

ULTRAPAR – Income statement

Quarter

Year-to-date

2Q25

2Q25
Cont.

2Q25
Descont.

2Q24

1225

1S25

1S24

Net revenues from sales and services

34,088

34,055

33

32,344

33,329

67,417

62,740

Cost of products sold and services provided

(31,933)

(31,907)

(26)

(30,236)

(31,188)

(63,121)

(58,571)

Gross Profit

2,155

2,148

7

2,108

2,142

4,297

4,169

Operating revenues (expenses)

 

 

 

 

 

 

 

Selling and marketing

(649)

(649)

-

(644)

(602)

(1,250)

(1,213)

General and administrative

(541)

(539)

(1)

(514)

(518)

(1,059)

(954)

Results from disposal of assets

(28)

15

(44)

37

5

(23)

74

Other operating income (expenses), net

453

450

3

(88)

(87)

367

(226)

Operating income

1,391

1,425

(35)

899

941

2,331

1,850

Financial Results

 

 

 

 

 

 

 

Financial income

648

644

3

281

177

824

441

Financial expenses

(678)

(675)

(3)

(486)

(357)

(1,035)

(929)

Total share of profit (loss) of subsidiaries, joint ventures and associates

 

 

 

 

 

 

 

Share of profit (loss) of subisidiaries, joint ventures and associates

41

41

-

(8)

(149)

(108)

(11)

Amortization of fair value adjustments on associates acquisition

(0)

(0)

-

(2)

(0)

(1)

(2)

Gain (loss) on obtaining control of an affiliate

91

91

-

-

-

91

-

Income before taxes and social contribution taxes

1,492

1,526

(34)

684

611

2,103

1,348

Income and social contribution taxes

 

 

 

 

 

 

 

Current

(304)

(307)

3

(307)

(164)

(469)

(395)

Deferred

(37)

(47)

10

114

(83)

(121)

(7)

Net income

1,151

1,172

(21)

491

363

1,514

947

Net income attributable to:

 

 

 

 

 

 

 

Shareholders of Ultrapar

1,088

1,088

-

438

333

1,421

869

Non-controlling interests in subsidiaries

62

62

-

53

30

93

77

Adjusted EBITDA

2,070

2,097

(27)

1,336

1,188

3,258

2,693

Non-recurring¹

(601)

(645)

44

(54)

(5)

(607)

(106)

Recurring Adjusted EBITDA

1,468

1,452

17

1,282

1,183

2,651

2,588

Depreciation and amortization²

501

493

8

446

406

907

856

Total invesments³

543

535

8

479

416

959

918

MTM of energy futures contracts

42

42

-

-

(9)

33

-

Cash flow hedge

4

4

-

-

-

4

-

Ratios

 

 

 

 

 

 

 

Earnings per share (R$)

0.30

 

 

0.40

0.30

0.61

0.79

Net debt / Adjusted LTM EBITDA4

1.9x

 

 

1.2x

1.7x

1.9x

1.2x

Gross margin (%)

6.3%

 

 

6.5%

6.4%

6.4%

6.6%

Operating margin (%)

4.1%

 

 

2.8%

2.8%

3.5%

2.9%

Adjusted EBITDA margin (%)

6.1%

 

 

4.1%

3.6%

n.a

4.3%

Recurring Adjusted EBITDA margin (%)

4.3%

 

 

4.0%

3.5%

n.a

4.1%

Number of employees

10,957

 

 

10,126

9,209

10,957

10,126

 

1 Non-recurring items described in the EBITDA calculation table – page 2  

2 Includes amortization with contractual assets with customers – exclusive

3 Includes property, plant and equipment and additions to intangible assets (net of divestitures), contractual assets with customers (exclusive rights), initial direct costs of assets with right of use, contributions made to SPEs (Specific Purpose Companies), payment of grants, financing of clients, rental advances (net of receipts), acquisition of shareholdings and payments of leases

4 Adjusted LTM EBITDA does not include closing adjustments from the sale of Extrafarma and extraordinary tax credits



2Q25 Graphics


R$ million

ULTRAPAR Cash flows

Year

Jan - Jun
2025

Jan - Jun
2024

Cash flows from operating activities

 

 

Net income

1,535

947

Adjustments to reconcile net income to cash provided (consumed) by operating activities

 

 

Share of profit (loss) of subsidiaries, joint ventures and associates and amortization of fair value adjustments on associates acquisition

108

   13

Amortization of contractual assets with customers - exclusive rights

219

255

Amortization of right-of-use assets

172

150

Depreciation and amortization

526

454

Interest and foreign exchange rate variations

224

692

Current and deferred income and social contribution taxes

602

402

Gain (loss) on disposal or write-off of property, plant and equipment, intangible assets and other assets

(31)

(109)

Equity instrument granted

7

   28

Fair Value Result of Energy Contracts

   34

-  

Provision for decarbonization - CBios

220

321

Reavaliation of investment in associates

(91)

-  

Other provisions and adjustments

   (10)

   70

Cash flow from operating acrivities before changes in working capital

3,514

3,221

(Increase) decrease in assets

 

 

Trade receivables and reseller financing

(61)

(243)

Inventories

   43

297

Recoverable taxes

(187)

(203)

Dividends received from subsidiaries, associates and joint ventures

2

2

Other assets

(43)

(132)

Increase (decrease) in liabilities

 

 

Trade payables and trade payables - reverse factoring

  (1,518)

  (1,057)

Salaries and related charges

(89)

(96)

Taxes payable

(2)

(38)

Income and social contribution taxes payable

(460)

(512)  

Other liabilities

168

(107)

Acquisition of CBios and carbon credits

(245)

(451)

Payments of contractual assets with customers - exclusive rights

(151)

(196)

Payment of contingencies

(10)

(31)

Income and social contribution taxes paid

(41)

(136)

Net cash provided (consumed) by operating activities

921

725

Net cash generated (consumed) by discontinued operating activities

21

-  

Net cash generated (consumed) by operating activities

942

725

Cash flows from investing activities

 

 

Financial investments, net of redemptions

1,298

  (2,086)

Cash provided by disposal of investments and property, plant and equipment

(861)

(683)

Capital decrease in subsidiaries, associates and joint ventures

74

977

Cash acquired in business combination

(448)

(1,103)

Net cash consumed in the purchase of investments and other assets

1,156

  -

Net cash provided (consumed) by investing continued activities

1,218

  (2,896)

Net cash provided (consumed) by investing discontinued activities

(8)

-  

Net cash provided (consumed) by investing activities

1,211

  (2,896)

Cash flows from financing activities

 

 

Loans, financing and debentures

 

 

Proceeds

4,686

2,856

Repayments

(3,981)

  (1,387)

Interest and derivatives (paid) or received

(977)

(630)

Payments of leases

 

 

Principal

(133)

(139)

Interest paid

(69)

(81)

Dividends paid

(498)

(461)

Proceeds from financial liabilities of customers

(0)

-  

Payments of financial liabilities of customers

(69)

(82)

Capital increase made by non-controlling shareholders and redemption of shares

   19

   14

Share buyback for treasury

(244)

-  

Related parties

(5)

(13)

Net cash provided (consumed) by financing continued activities

  (1,272)

   76

Net cash provided (consumed) by financing discontinued activities

(13)

-  

Net cash provided (consumed) by financing activities

(1,285)

   76

Effect of exchange rate changes on cash and cash equivalents in foreign currency

(41)

-  

Increase (decrease) in cash and cash equivalents continued activities

826

  (2,095)

Increase (decrease) in cash and cash equivalents discontinued activities

0

-  

Cash and cash equivalents continued activities at the beginning of the period

2,072

5,926

Cash and cash equivalents discontinued activities at the beginning of the period

11

-  

Cash and cash equivalents continued activities at the end of the period

2,897

3,831

Cash and cash equivalents dis3continued activities at the end of the period

12

-  

Non-cash transactions

 

 

Addition on right-to-use assets and leases payable

156

   98

Addition on contractual assets with customers - exclusive rights

   24

   28

Reclassification between financial assets and investment in associates

7  

645

Issuance of shares related to the subscription warrants - indemnification - Extrafarma acquisition

-  

4

Acquisition of property, plant and equipment and intangible assets without cash effect

-  

9



 


2Q25 Graphics


Starting from 1Q25, the concept of operating capital has been adjusted to reflect all balances of operational assets and liabilities from management's perspective, including primarily the balances of current and deferred income tax, with the comparative balances for 2024 being restated (previously, due to the centralized management of these items, these balances were only included in Ultrapar's consolidated view).


R$ million

IPIRANGA Employed capital

Jun 25

Jun 24

Mar 25

Operating assets

 

 

 

Trade receivables and reseller financing

4,041

4,541

4,087

Inventories

3,635

3,784

3,926

Taxes

5,080

3,806

4,192

Recoverable income and social contribution taxes

   349

   363

   369

Judicial deposits

   331

   325

   329

Deferred income and social contribution taxes

   566

   820

   593

Others

554

   564

   537

Contractual assets with customers - exclusive rights

2,088

2,208

2,102

Right-of-use assets (leases)

   835

   845

   884

Investments

   133

63

   141

Property, plant and equipment

3,298

3,205

3,302

Intangible

1,153

1,147

1,191

Total operating assets

22,063

21,670

21,653

Operating liabilities

 

 

 

Trade payables and reverse factoring

2,628

4,314

3,198

Salaries and related charges

   192

   205

   195

Post-employment benefits

   226

   267

   221

Taxes

   122

   101

   126

Income and social contribution taxes payable

   178

   193

93

Deferred income and social contribution taxes

   4

0

2

Provisions for tax, civil, and labor risks

   469

   467

   416

Leases payable

   698

   679

   730

Financial liabilities of customers (vendor)

   122

   244

   151

Provision for decarbonization credit

56

   147

96

Others

699

   592

605

Total operating liabilities

5,395

7,210

5,833

 


2Q25 Graphics


R$ million

IPIRANGA Income statement

Quarter

Year-to-date

2Q25

2Q24

1Q25

1H25

1H24

Net revenues

30,296

29,431

30,234

60,530

57,124

Cost of products sold and service provided

(29,048)

(28,019)

(28,806)

(57,854)

(54,332)

Gross profit

1,248

1,412

1,429

2,677

2,792

Operating expenses

 

 

 

 

 

Selling and marketing

(485)

(505)

(452)

(936)

(939)

General and administrative

(288)

(325)

(310)

(598)

(599)

Results from disposal of assets

34

36

5

39

73

Other operating income (expenses), net

396

(109)

(105)

291

(275)

Operating income

904

509

568

1,472

1,053

Share of profit (loss) of subsidiaries, joint ventures and associates

(4)

(1)

(2)

(6)

(3)

Adjusted EBITDA

1,199

817

832

2,031

1,636

Non-recurring¹

(521)

(36)

(5)

(527)

(73)

Recurring Adjusted EBITDA

678

781

826

1,504

1,563

Depreciation and amortization²

299

309

266

565

587

RATIOS

 

 

 

 

 

   Gross margin (R$/m³)

218

241

256

237

244

   Operating margin(R$/m³)

158

87

102

130

92

   Adjusted EBITDA margin (R$/m³)

209

140

149

180

143

   Recurring Adjusted EBITDA margin (R$/m³)

118

133

148

133

137

Number of service stations

5,826

5,876

5,847

 

 

Number of employees

4,072

5,192

4,130

 

 


¹ Non-recurring items described in the EBITDA calculation table – page 2

² Includes amortization with contractual assets with customers – exclusive rights



2Q25 Graphics


Starting from 1Q25, the concept of operating capital has been adjusted to reflect all balances of operational assets and liabilities from management's perspective, including primarily the balances of current and deferred income tax, with the comparative balances for 2024 being restated (previously, due to the centralized management of these items, these balances were only included in Ultrapar's consolidated view).


R$ million

ULTRAGAZ Employed capital

Jun 25

Jun 24

Mar 25

Operating Assets

 

 

 

Trade receivables

716

628

678

Inventories

234

194

195

Taxes

224

137

220

Recoverable income and social contribution taxes

   26

   19

   32

Judicial deposits

   47

719

   48

Deferred income and social contribution taxes

   89

204

   80

Others

154

103

157

Right-of-use assets (leases)

184

149

147

Investments

6

1

5

Property, plant and equipment, net

1,572

1,479

1,575

Intangible assets, net

325

274

327

Total Operating Assets

3,576

3,908

3,464

Operating Liabilities

 

 

 

Trade payables

250

238

245

Salaries and related charges

124

122

111

Taxes

   24

8

   24

Income and social contribution taxes payable

   97

   86

   35

Deferred income and social contribution taxes

100

-

117

Provisions for tax, civil, and labor risks

   16

625

   16

Leases payable

221

187

184

Others

144

186

199

Total Operating Liabilities

976

1,453

932



 


2Q25 Graphics


R$ million

ULTRAGAZ - Income statement

Quarter

Year-to-date

2Q25

2Q24

1Q25

1H25

1H24

Net revenues

3,127

2,694

2,863

   5,990

   5,194

   Cost of products sold and service provided

(2,548)

(2,168)

(2,328)

(4,876)

(4,153)

Gross profit

579

526

536

   1,114

   1,041

Operating expenses

 

 

 

 

 

Selling and marketing

   (162)

   (138)

   (149)

(312)

(269)

General and administrative

   (101)

(90)

(99)

(199)

(170)

Results from disposal of assets

(17)

1

(0)

   (17)

1

Other operating income (expenses), net

1

   20

   16

17

25

Operating income

301

320

303

604

628

Share of profit (loss) of subsidiaries, joint ventures and associates

1

0

0

1

0

MTM of energy futures contracts

   42

-  

(9)

33

-  

Adjusted EBITDA1

442

414

393

835

  815

Non-recurring2

-  

(17)

-  

-  

   (17)

Recurring Adjusted EBITDA1

442

397

393

835

797

   Depreciation and amortization3

   99

   94

   98

  197

  187

RATIOS

 

 

 

 

 

   Gross margin (R$/m³)

1,339

1,206

1,318

  1,329

  1,242

   Operating margin(R$/m³)

696

732

746

720

748

   Adjusted EBITDA margin (R$/m³)

1,023

948

967

996

972

   Recurring Adjusted EBITDA margin (R$/m³)

1,023

909

967

996

951

Number of employees

3,690

3,602

3,736

 

 


¹ Includes contribution from the results of new energies

² Non-recurring items described in the EBITDA calculation table – page 2

³ Includes amortization with contractual assets with customers - exclusive rights



2Q25 Graphics


Starting from 1Q25, the concept of operating capital has been adjusted to reflect all balances of operational assets and liabilities from management's perspective, including primarily the balances of current and deferred income tax, with the comparative balances for 2024 being restated (previously, due to the centralized management of these items, these balances were only included in Ultrapar's consolidated view).


R$ million

ULTRACARGO - Employed capital

Jun 25

Jun 24

Mar 25

Operating Assets

 

 

 

Trade receivables

  59

  44

  44

Inventories

  13

  12

  14

Taxes

2

6

2

Recoverable income and social contribution taxes

  29

  40

  49

Judicial deposits

9

9

9

Deferred income and social contribution taxes

  37

  46

  36

Others

  33

  50

  38

Right-of-use assets (leases)

598

611

606

Investments

239

216

217

Property, plant and equipment, net

2,375

1,836

2,296

Intangible assets, net

287

284

283

Total Operating Assets

3,680

3,154

3,592

Operating Liabilities

 

 

 

Trade payables

  69

  87

  71

Salaries and related charges

  36

  37

  34

Taxes

  14

  18

  15

Income and social contribution taxes payable

  18

  21

  33

Deferred income and social contribution taxes

  (0)

-

(0)

Provisions for tax, civil, and labor risks

28

  30

  28

Leases payable

548

552

560

Others

  23

  50

  23

Total Operating Liabilities

736

794

765

 


2Q25 Graphics


R$ million

ULTRACARGO - Income statement

Quarter

Year-to-date

2Q25

2Q24

1Q25

1H25

1H24

Net revenues

247

264

271

517

527

   Cost of service provided

(104)

(96)

(103)

(208)

(188)

Gross profit

142

168

167

310

339

Operating expenses

 

 

 

 

 

Selling and marketing

(2)

(2)

(2)

(5)

(6)

General and administrative

(43)

(42)

(40)

(82)

(85)

Results from disposal of assets

(0)

0

0

0

0

Other operating income (expenses), net

5

3

2

7

5

Operating income

102

127

128

230

254

Total share of profit (loss) of subsidiaries, joint ventures and associates

 

 

 

 

 

Share of profit (loss) of subsidiaries, joint ventures and associates

1

1

1

2

2

Amortization of fair value adjustments on associates acquisition

(0)

(2)

(0)

(1)

(2)

Adjusted EBITDA

141

165

166

307

330

Depreciation and amortization¹

38

39

38

76

76

RATIOS

 

 

 

 

 

   Gross margin (%)

57.7%

63.7%

61.8%

59.9%

64.4%

   Operating margin(%)

41.4%

48.2%

47.2%

44.4%

48.2%

   Adjusted EBITDA margin (%)

57.1%

62.6%

61.4%

59.3%

62.7%

Number of employees

849

836

846

 

 

 

¹ Includes amortization of fair value adjustments on associates acquisition

 


2Q25 Graphics


The balances of Hidrovias reflect the effects of the business combination, including the fair value adjustments of assets and liabilities. The income statement includes the results for April, May, and June from Hidrovias, as disclosed to the market and available on the company’s Investor Relations website.

 

R$ million

HIDROVIAS Employed Capital

Jun 25

Operating Assets

 

Trade receivables

228

Inventories

173

Taxes

17

Recoverable income and social contribution taxes

206

Judicial deposits

91

Deferred income and social contribution taxes

132

Others

250

Right-of-use assets (leases)

317

Investments

50

Property, plant and equipment, net

4,571

Intangible assets, net

1,786

Total Operating Assets

7,822

Operating Liabilities

 

Trade payables

135

Salaries and related charges

58

Taxes

78

Income and social contribution taxes payable

59

Deferred income and social contribution taxes

620

Provisions for tax, civil, and labor risks

35

Leases payable

275

Others1

132

Total Operating Liabilities

1,394

 


 

2Q25 Graphics


R$ million

HIDROVIAS - Income statement

Quarter

2Q25

Net Revenue

684

Net operating revenue

690

Hedge accounting

(6)

Operating costs

(300)

Depreciation and amortization (costs)

(85)

Gross profit

300

Operating expenses

 

Selling and marketing

  (55)

General and administrative

(8)

Estimate of expected losses

-  

Results from disposal of assets

  (48)

Other operating income (expenses), net

4

Operating income

192

Share of profit (loss)

13

Adjusted EBITDA

304

Non-recurring¹

  (44)

Recurring Adjusted EBITDA

348

   Depreciation and amortization

93

RATIOS

 

   Gross margin (%)

43.8%

   Operating margin(%)

28.1%

   Adjusted EBITDA margin (%)

44.4%

Number of employees

1,839

¹ Non-recurring items described in the EBITDA calculation table – page 2



 


(Meeting of the Minutes of the Board of Directors’ Meeting, held on August 13, 2025) 

 

ULTRAPAR PARTICIPAÇÕES S.A.

 

Publicly Traded Company

 

CNPJ nº 33.256.439/0001-39

NIRE 35.300.109.724

 

 

Date, Hour and Place:

August 13, 2025, at 10:00 a.m., at ULTRAPAR PARTICIPAÇÕES S.A. (“Company”) headquarters, located at Brigadeiro Luís Antônio Avenue, Nr. 1.343, 9th floor, in the City and State of São Paulo, also contemplating participation through Microsoft Teams.

 

Members in attendance:

(i) Members of the Board of Directors undersigned; (ii) the Secretary of the Board of Directors, Ms. Denize Sampaio Bicudo; (iii) Chief Executive Officer, Mr. Rodrigo de Almeida Pizzinatto; (iv) Chief Financial and Investor Relations Officer, Mr. Alexandre Mendes Palhares; and (v) Chief Executive Officers of the Company’s businesses, Mrs. Décio de Sampaio Amaral, Fulvius Tomelin, Leonardo Remião Linden and Tabajara Bertelli Costa.

 

Matter discussed and resolution:

  

1.         After having analyzed and discussed the performance of the Company in the second quarter of the current fiscal year, the respective financial statements were approved.

2.        “Ad referendum” of the Annual General Shareholders’ Meeting that will analyze the balance sheet and financial statements of the fiscal year of 2025, the Board of Directors approved the distribution of interim dividends in the total amount of R$ 326,005,092.60 (three hundred and twenty-six million, five thousand, ninety-two Reais and sixty cents of Real). The holders of common shares of the Company are entitled to receive R$ 0.30 (thirty cents of Real) per share, excluding the shares held in the treasury account at this date.

 

3.         It has also been determined that dividends declared herein will be paid as of August 29, 2025 onwards, with no remuneration or monetary adjustment. The record date to establish the right to receive the approved dividends will be August 21, 2025 in Brazil and August 25, 2025 in the United States of America. The shares of the Company will be traded “ex-dividend” on the São Paulo Stock Exchange (B3 S.A. – Brasil, Bolsa, Balcão) from August 22, 2025 and on the New York Stock Exchange (NYSE) from August 25, 2025 onwards.

 

4.         The members of the Board of Directors of the Company confirmed the issuance of 342,691 (three hundred and forty-two thousand, six hundred and ninety-one) common shares within the limits of the authorized capital stock pursuant to Article 6 of the Company’s Bylaws, due to partial exercise of the subscription warrants issued by the Company as of the approval of the merger of shares issued by Imifarma Produtos Farmacêuticos e Cosméticos S.A. by the Company, approved on the Extraordinary General Shareholders’ Meeting held on January 31, 2014. The management of the Company shall provide the necessary subscription bulletins for signing and formalization of the new shares’ subscription by the referred subscription warrants holders. The common shares will have the same rights assigned to the other shares previously issued by the Company. The Company’s capital stock will be represented by 1,115,849,873 (one billion, one hundred fifteen million, eight hundred forty-nine thousand, eight hundred and seventy-three) common shares, all of them nominative with no par value. The adaptation of Article 5 of the Company’s Bylaws to reflect the new number of shares in which the capital stock of the Company is divided shall be subject to a resolution of the Extraordinary General Shareholders’ Meeting, to be called in due course.

 

Notes:

The resolutions were approved, with no amendments or qualifications, by all Board members.

 

There being no further matters to discuss, the meeting was concluded, and these minutes were written, read, passed, and signed by all the Board members present.


 

MARCOS MARINHO LUTZ – Chairman

  

JORGE MARQUES DE TOLEDO CAMARGO – Vice-Chariman

  

FRANCISCO DE SÁ NETO

  

FABIO VENTURELLI

  

FLÁVIA BUARQUE DE ALMEIDA

  

JOSÉ MAURICIO PEREIRA COELHO

  

MARCELO FARIA DE LIMA

  

PETER PAUL LORENÇO ESTERMANN

  

VÂNIA MARIA LIMA NEVES

  

DENIZE SAMPAIO BICUDO – Secretary of the Meeting



Graphics


ULTRAPAR PARTICIPAÇÕES S.A.

NOTICE TO SHAREHOLDERS


Distribution of dividends

 

São Paulo, August 13, 2025 – Ultrapar Participações S.A. informs that the Board of Directors, at the meeting held today, approved the distribution of dividends in the amount of R$ 326,005,092.60, equivalent to R$ 0.30 per common share, to be paid from August 29, 2025, onwards, without remuneration or monetary adjustment.

 

The record date that establishes the right to receive the dividend will be August 21, 2025, in Brazil, and August 25, 2025, in the United States. Therefore, the shares will be traded "ex-dividend" from August 22, 2025, onwards on the São Paulo Stock Exchange (B3), and from August 25, 2025, onwards on the New York Stock Exchange (NYSE).

 

The number of shares considered to calculate the dividend per share considers the issuance of 342,691 common shares, as approved by the Board of Directors on this date.

 

Alexandre Mendes Palhares

Chief Financial and Investor Relations Officer Ultrapar Participações S.A.


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.


Date: August 13, 2025                                          


ULTRAPAR HOLDINGS INC.

By: /s/ Alexandre Mendes Palhares

Name: Alexandre Mendes Palhares

Title: Chief Financial and Investor Relations Officer


(Minutes of the Meeting of the Board of Directors of Ultrapar Participações S.A., held on July 25, 2025)