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 November 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 15
1. Operations 16
2. Basis of preparation and presentation of individual and consolidated interim financial information 16
3. New accounting policies and changes in accounting policies 20
4. Cash and cash equivalents and financial investments 20
5. Trade receivables and reseller financing (Consolidated) 21
6. Inventories (Consolidated) 23
7. Recoverable taxes (Consolidated) 24
8. Related parties 25
9. Income and social contribution taxes 28
10. Contractual assets with customers - exclusivity rights (Consolidated) 29
11. Investments in subsidiaries, joint ventures and associates 30
12. Right-of-use assets and leases payable (Consolidated) 34
13. Property, plant, and equipment (Consolidated) 35
14. Intangible assets (consolidated) 36
15. Loans, financing and debentures 38
16. Trade payables (consolidated) 42
17. Employee benefits and private pension plan (Consolidated) 42
18. Provisions and contingent liabilities (Consolidated) 42
19. Subscription warrants – indemnification 45
20. Equity 46
21. Net revenue from sales and services (Consolidated) 47
22. Costs, expenses and other operating results by nature 47
23. Financial result 49
24. Earnings per share (Parent and Consolidated) 50
25. Segment information 51
26. Financial instruments (Consolidated) 55
27. Acquisition of Interest and Control 66
28. Discontinued operation 66
29. Events after the reporting period 73


 

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


Ultrapar Participacoes S.A.

Report on Review of Interim Financial Information
for Period Of Three And Nine Months Ended on September 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 September 30, 2025, which comprises the statements of financial position as at September 30, 2025 and the related statements of income and comprehensive income for the three and nine-month periods then ended, and of changes in equity and of cash flows for the nine-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 how Deloitte’s approximately 460,000 people worldwide make an impact that matters at 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 nine-month period ended September 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, November 12, 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 September 30, 2025 and December 31, 2024
(In thousands of Brazilian Reais)


 

 


Parent

 

Consolidated

 

Note


09/30/2025

 

12/31/2024

 

09/30/2025

 

12/31/2024

Assets

 


 

 

 

 

 

 

 

Current assets

 


 

 

 

 

 

 

 

Cash and cash equivalents

4.a


8,909

 

4,186

 

2,534,050

 

2,071,593

Financial investments

4.b


16,580

 

20,100

 

1,489,624

 

2,306,927

Derivative financial instruments

26.f


 

 

180,981

 

246,084

Trade receivables

5.a


 

 

3,696,699

 

3,540,266

Reseller financing

5.a


 

 

515,715

 

511,979

Inventories

6


 

 

3,824,082

 

3,917,076

Recoverable taxes

7.a


1,514

 

1,323

 

1,713,727

 

2,040,008

Recoverable income and social contribution taxes

7.b


11,870

 

16,734

 

278,579

 

151,930

Energy trading futures contracts

26.h


 

 

236,026

 

141,257

Dividends receivable

 


46,079

 

 

877

 

3,415

Other receivables and other assets

 


95,779

 

95,859

 

288,340

 

294,769

Prepaid expenses

 


7,647

 

5,506

 

166,317

 

163,846

Contractual assets with customers - exclusivity rights

10


 

 

662,929

 

658,571

 

 


188,378

 

143,708

 

15,587,946

 

16,047,721

Assets held for sale

28


146,803

 

 

709,086

 

Total current assets

 


335,181

 

143,708

 

16,297,032

 

16,047,721

 

 


 

 

 

 

 

 

 

Non-current assets

 


 

 

 

 

 

 

 

Financial investments

4.b


355,000

 

300,001

 

2,609,230

 

2,819,179

Derivative financial instruments

26.f


 

 

655,149

 

585,294

Trade receivables

5.a


 

 

35,428

 

27,003

Reseller financing

5.a


 

 

762,038

 

766,045

Related parties

8


7,518

 

7,076

 

91,394

 

48,309

Deferred income and social contribution taxes

9.a


138,930

 

142,630

 

848,627

 

936,941

Recoverable taxes

7.a


74

 

74

 

3,613,722

 

2,650,269

Recoverable income and social contribution taxes

7.b


7,196

 

7,196

 

310,233

 

346,137

Energy trading futures contracts

26.h


 

 

423,863

 

263,438

Escrow deposits

18.a


13,931

 

12,615

 

480,550

 

446,076

Indemnification asset - business combination

18.c


 

 

150,804

 

126,098

Other receivables and other assets

 


5,215

 

2,607

 

255,317

 

117,076

Prepaid expenses

 


19,249

 

18,989

 

56,886

 

40,904

Contractual assets with customers - exclusivity rights

10


 

 

1,473,393

 

1,473,331

Investments in subsidiaries, joint ventures and associates

11


15,590,398

 

14,898,466

 

505,651

 

2,148,633

Right-of-use assets, net

12


6,524

 

7,664

 

1,927,044

 

1,671,324

Property, plant and equipment, net

13


64,303

 

68,447

 

11,828,944

 

7,135,966

Intangible assets, net

14


271,645

 

273,674

 

3,239,365

 

1,908,330

Total non-current assets

 


16,479,983

 

15,739,439

 

29,267,638

 

23,510,353

Total assets

 


16,815,164

 

15,883,147

 

45,564,670

 

39,558,074




Ultrapar Participações S.A. and Subsidiaries

Graphics

Statements of financial position

As of September 30, 2025 and December 31, 2024
(In thousands of Brazilian Reais)


 

 


Parent

 

Consolidated

 

Note


09/30/2025

 

12/31/2024

 

09/30/2025

 

12/31/2024

Liabilities

 


 

 

 

 

 

 

 

Current liabilities

 


 

 

 

 

 

 

 

Trade payables

16.a


29,285

 

25,423

 

3,413,134

 

3,518,385

Trade payables - reverse factoring

16.b


 

 

 

1,014,504

Loans, financing and debentures

15


 

 

2,642,037

 

3,478,673

Derivative financial instruments

26.f


 

 

205,539

 

74,087

Salaries and related charges

 


41,910

 

44,191

 

544,201

 

480,285

Taxes payable

 


622

 

903

 

231,343

 

151,230

Energy trading futures contracts

26.h


 

 

174,690

 

66,729

Dividends payable

 


15,725

 

293,165

 

17,187

 

327,471

Income and social contribution taxes payable

 


655

 

175

 

292,156

 

322,074

Post-employment benefits

17.a


 

 

24,098

 

24,098

Provisions for tax, civil and labor risks

18.a


305

 

431

 

66,818

 

47,788

Leases payable

12.b


3,170

 

3,012

 

336,447

 

316,460

Financial liabilities of customers

 


 

 

76,100

 

117,090

Other payables

 


449

 

2,069

 

443,779

 

554,327

 

 


92,121

 

369,369

 

8,467,529

 

10,493,201

Liabilities held for sale

28


 

 

442,358

 

Total current liabilities

 


92,121

 

369,369

 

8,909,887

 

10,493,201

 

 


 

 

 

 

 

 

 

Non-current liabilities

 


 

 

 

 

 

 

 

Loans, financing and debentures

15


 

 

14,143,403

 

10,381,837

Derivative financial instruments

26.f


 

 

376,450

 

367,513

Energy trading futures contracts

26.h


 

 

170,398

 

48,047

Related parties

8


2,875

 

2,875

 

2,875

 

3,516

Deferred income and social contribution taxes

9.a


 

 

631,487

 

132,825

Post-employment benefits

17.a


1,776

 

1,517

 

212,529

 

198,778

Provisions for tax, civil and labor risks

18.a


134,462

 

197,396

 

628,051

 

610,572

Leases payable

12.b


4,383

 

5,698

 

1,371,429

 

1,168,692

Financial liabilities of customers

 


 

 

20,508

 

63,135

Subscription warrants - indemnification

19


56,672

 

47,745

 

56,672

 

47,745

Provision for loss on investment

11


88,639

 

68,530

 

36,835

 

349

Other payables

 


46,493

 

31,299

 

337,560

 

218,420

   Total non-current liabilities

 


335,300

 

355,060

 

17,988,197

 

13,241,429

 

 


 

 

 

 

 

 

 

Equity

 


 

 

 

 

 

 

 

Share capital

20.a


7,987,100

 

6,621,752

 

7,987,100

 

6,621,752

Equity instrument granted

20.b


129,776

 

108,253

 

129,776

 

108,253

Capital reserve

20.d


617,279

 

612,048

 

617,279

 

612,048

Treasury shares

20.c


(826,914)

 

(596,400)

 

(826,914)

 

(596,400)

Revaluation reserve

20.d


3,499

 

3,632

 

3,499

 

3,632

Profit reserves

20.e


6,621,752

 

8,195,221

 

6,621,752

 

8,195,221

Retained earnings

 


1,804,478

 

 

1,804,478

 

Accumulated other comprehensive income

 


125,855

 

214,212

 

125,855

 

214,212

Shareholder transactions

27.b


(75,082)

 

 

(75,082)

 

Ultrapar shareholders’ equity

 


16,387,743

 

15,158,718

 

16,387,743

 

15,158,718

Non-controlling interests

11


 

 

2,278,843

 

664,726

Total equity

 


16,387,743

 

15,158,718

 

18,666,586

 

15,823,444

   Total liabilities

 


16,815,164

 

15,883,147

 

45,564,670

 

39,558,074

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



Ultrapar Participações S.A. and Subsidiaries

Graphics
For the periods ended September 30, 2025 and 2024

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


 

 

 

 

Parent

 

Consolidated

 

 Note

 

07/01/2025 to 09/30/2025

 

01/01/2025 to 09/30/2025

 

07/01/2024 to 09/30/2024

 

01/01/2024 to 09/30/2024

 

07/01/2025
to
09/30/2025

 

01/01/2025
to
09/30/2025

 

07/01/2024
to
09/30/2024

 

01/01/2024
to
09/30/2024

Continuing operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue from sales and services

21

 

 

 

 

 

37,033,855

 

104,418,160

 

35,357,672

 

98,097,521

Cost of products and services sold

22

 

 

 

 

 

(34,556,279)

 

(97,651,246)

 

(33,075,501)

 

(91,646,046)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

 

 

 

 

2,477,576

 

6,766,914

 

2,282,171

 

6,451,475

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (expenses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

22

 

 

 

 

 

(603,771)

 

(1,853,859)

 

(671,002)

 

(1,884,131)

General and administrative

22

 

(10,674)

 

(38,302)

 

(11,590)

 

(36,355)

 

(569,207)

 

(1,626,953)

 

(420,531)

 

(1,374,833)

Results from disposal of assets

 

 

5

 

7

 

12

 

59

 

13,304

 

34,005

 

31,480

 

105,361

Other operating income (expenses), net

22

 

1,460

 

51,761

 

(4,938)

 

26,917

 

123,507

 

487,060

 

(111,377)

 

(337,406)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

(9,209)

 

13,466

 

(16,516)

 

(9,379)

 

1,441,409

 

3,807,167

 

1,110,741

 

2,960,466

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

11

 

716,865

 

2,113,930

 

670,085

 

1,508,446

 

(8,061)

 

(115,726)

 

4,127

 

(6,970)

Amortization of fair value adjustments on associates acquisition

11

 

 

 

 

 

(403)

 

(1,208)

 

(407)

 

(2,089)

Gain on acquisition of control of associate

27.b

 

 

 

 

 

 

91,105

 

 

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

 

 

716,865

 

2,113,930

 

670,085

 

1,508,446

 

(8,464)

 

(25,829)

 

3,720

 

(9,059)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before financial result and income and social contribution taxes

 

 

707,656

 

2,127,396

 

653,569

 

1,499,067

 

1,432,945

 

3,781,338

 

1,114,461

 

2,951,407

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial income

23

 

12,504

 

40,484

 

5,419

 

48,291

 

373,444

 

1,194,702

 

220,808

 

661,588

Financial expenses

23

 

(12,401)

 

(19,318)

 

2,115

 

(20,648)

 

(774,472)

 

(1,807,112)

 

(329,069)

 

(1,258,366)

    Financial result, net

23

 

103

 

21,166

 

7,534

 

27,643

 

(401,028)

 

(612,410)

 

(108,261)

 

(596,778)

Income before income and social contribution taxes

 

 

707,759

 

2,148,562

 

661,103

 

1,526,710

 

1,031,917

 

3,168,928

 

1,006,200

 

2,354,629

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income and social contribution taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

9.b

 

(585)

 

(1,535)

 

(1,927)

 

(12,519)

 

(252,588)

 

(723,886)

 

(365,650)

 

(760,375)

Deferred

9.b

 

3,810

 

(3,700)

 

(7,594)

 

6,780

 

(4,824)

 

(135,431)

 

57,872

 

50,827

 

 

 

3,225

 

(5,235)

 

(9,521)

 

(5,739)

 

(257,412)

 

(859,317)

 

(307,778)

 

(709,548)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income from continuing operations

 

 

710,984

 

2,143,327

 

651,582

 

1,520,971

 

774,505

 

2,309,611

 

698,422

 

1,645,081

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) from discontinued operations

28

 

(1,796)

 

(12,929)

 

 

 

(2,100)

 

(23,490)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the period

 

 

709,188

 

2,130,398

 

651,582

 

1,520,971

 

772,405

 

2,286,121

 

698,422

 

1,645,081

Income attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Shareholders of Ultrapar

 

 

709,188

 

2,130,398

 

651,582

 

1,520,971

 

709,188

 

2,130,398

 

651,582

 

1,520,971

  Non-controlling interests in subsidiaries

11

 

 

 

 

 

63,217

 

155,723

 

46,840

 

124,110

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

24

 

0.6543

 

1.9671

 

0.5903

 

1.3800

 

0.6543

 

1.9671

 

0.5903

 

1.3800

Diluted

24

 

0.6419

 

1.9321

 

0.5818

 

1.3616

 

0.6419

 

1.9321

 

0.5818

 

1.3616

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

24

 

(0.0017)

 

(0.0119)

 

 

 

(0.0017)

 

(0.0119)

 

 

Diluted

24

 

(0.0016)

 

(0.0117)

 

 

 

(0.0016)

 

(0.0117)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

24

 

0.6527

 

1.9552

 

0.5903

 

1.3800

 

0.6527

 

1.9552

 

0.5903

 

1.3800

Diluted

24

 

0.6403

 

1.9204

 

0.5818

 

1.3616

 

0.6403

 

1.9204

 

0.5818

 

1.3616

 

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 September 30, 2025 and 2024
(In thousands of Brazilian Reais)


 

 


Parent

 

Consolidated

 

Note


07/01/2025 to 09/30/2025

 

01/01/2025 to 09/30/2025

 

07/01/2024 to 09/30/2024

 

01/01/2024 to 09/30/2024

 

07/01/2025 to 09/30/2025

 

01/01/2025 to 09/30/2025

 

07/01/2024 to 09/30/2024

 

01/01/2024 to 09/30/2024

Net income for the period, attributable to shareholders of Ultrapar

 


709,188

 

2,130,398

 

651,582

 

1,520,971

 

709,188

 

2,130,398

 

651,582

 

1,520,971

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

 


 

 

 

 

63,217

 

155,723

 

46,840

 

124,110

Net income for the period

 


709,188

 

2,130,398

 

651,582

 

1,520,971

 

772,405

 

2,286,121

 

698,422

 

1,645,081

 

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 


13,860

 

(19,905)

 

27,161

 

35,790

 

18,531

 

(9,061)

 

27,161

 

35,790

Translation adjustments and hedge accounting effects, net of taxes

 


(38,815)

 

(68,452)

 

 

 

(64,889)

 

(121,323)

 

 

Total comprehensive income for the period

 


684,233

 

2,042,041

 

678,743

 

1,556,761

 

726,047

 

2,155,737

 

725,583

 

1,680,871

Total comprehensive income for the period attributable to shareholders of Ultrapar

 


684,233

 

2,042,041

 

678,743

 

1,556,761

 

684,233

 

2,042,041

 

678,743

 

1,556,761

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

 


 

 

 

 

41,814

 

113,696

 

46,840

 

124,110

 

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 September 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

-


 

 

 

 

 

 

 

2,130,398

 

2,130,398

 

155,723

 

2,286,121

Other comprehensive income

-


 

 

 

 

 

(88,357)

 

-

 

 

(88,357)

 

(42,027)

 

(130,384)

Total comprehensive income for the period

 


 

 

 

 

 

(88,357)

 

-

 

2,130,398

 

2,042,041

 

113,696

 

2,155,737

Issuance of shares related to the subscription warrants - indemnification

 

 

 

7,863

 

 

 

 

 

 

 

7,863

 

 

7,863

Equity instrument granted

8.d; 20.b

 

21,523

 

(7,081)

 

36,428

 

 

 

 

 

 

50,870

 

(1,570)

 

49,300

Purchase of treasury shares

20.c

 

 

 

(266,942)

 

 

 

 

 

 

(266,942)

 

 

(266,942)

Realization of revaluation reserve

-

 

 

 

 

(133)

 

 

 

 

133

 

 

 

Capital increase with reserves

20.a

1,365,348

 

 

 

 

 

(1,365,348)

 

 

 

 

 

 

Capital increase of non-controlling shareholders

 

 

 

 

 

 

 

 

 

 

12,154

 

12,154

Shareholder transaction

27.b

 

 

 

 

 

 

 

(75,082)

 

(48)

 

(75,130)

 

 

(75,130)

Realization of capital reserve

-

 

 

4,449

 

 

 

 

 

 

 

4,449

 

 

4,449

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

-

 

 

 

 

 

 

 

 

 

 

1,639,034

 

1,639,034

Variation in change of ownership interest of non-controlling shareholders

-

 

 

 

 

 

 

 

 

 

 

(110,796)

 

(110,796)

Non-controlling interest in acquired subsidiary

-

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

15,691

 

15,691

Dividends and interest on capital attributable to non-controlling interests

-

 

 

 

 

 

 

 

 

 

 

(54,092)

 

(54,092)

Additional dividends

20.e

 

 

 

 

 

(208,121)

 

 

 

-

 

(208,121)

 

 

(208,121)

Interim dividends (R$ 0.30 per share)

20.e

 

 

 

 

 

-

 

 

 

(326,005)

 

(326,005)

 

 

(326,005)

Balance as of September 30, 2025

 

7,987,100

 

129,776

 

617,279

 

(826,914)

 

3,499

 

6,621,752

 

125,855

 

(75,082)

 

1,804,478

 

16,387,743

 

2,278,843

 

18,666,586





Ultrapar Participações S.A. and Subsidiaries

Graphics
Statements of changes in equity
For the periods ended September 30, 2025 and 2024


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity attributable to:

 

 

 

Note

Share capital

 

Equity instrument granted

 

Capital reserve

 

Treasury shares

 

Revaluation reserve

 

Profit reserves

 

Accumulated other comprehensive income

 

Cumulative translation adjustments

 

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

-

 

 

 

 

 

 

 

 

1,520,971

 

1,520,971

 

124,110

 

1,645,081

Other comprehensive income

-

 

 

 

 

 

 

35,790

 

 

 

35,790

 

 

35,790

Total comprehensive income for the period

 

 

 

 

 

 

 

35,790

 

 

1,520,971

 

1,556,761

 

124,110

 

1,680,871

Issuance of shares related to the subscription warrants - indemnification

-

 

 

6,452

 

 

 

 

 

 

 

6,452

 

 

6,452

Equity instrument granted

8.d; 20.b

 

17,192

 

1,965

 

21,593

 

 

 

 

 

 

40,750

 

4

 

40,754

Realization of revaluation reserve of subsidiaries

-

 

 

 

 

(132)

 

 

 

 

132

 

 

 

Shareholder transaction - changes of ownership interest

-

 

 

 

 

 

 

 

 

9

 

9

 

403

 

412

Dividends prescribed

-

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

3,369

 

3,369

 

-

 

3,369

Non-controlling interest in acquired subsidiary

 

 

 

 

 

 

 

 

 

 

 

107,954

 

107,954

Allocation of net income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on equity attributable to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

(105,590)

 

(105,590)

Dividends attributable to non-controlling interests

-

 

 

 

 

 

 

 

 

 

 

(5,562)

 

(5,562)

Approval of additional dividends by the Ordinary General Shareholders’ Meeting

 

 

 

 

 

 

(134,031)

 

 

 

(275,971)

 

(410,002)

 

 

(410,002)

Balance as of September 30, 2024

 

6,621,752

 

93,117

 

606,245

 

(448,917)

 

3,670

 

6,389,559

 

189,898

 

 

1,248,510

 

14,703,834

 

644,650

 

15,348,484


(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
For the periods ended September 30, 2025 and 2024
(In thousands of Brazilian Reais)

 

 


    Parent   

 

Consolidated

 

Note


09/30/2025

 

09/30/2024

 

09/30/2025

 

09/30/2024

CASH FLOWS FROM CONTINUING OPERATING ACTIVITIES

 


 

 

 

 

 

 

 

Net income from continuing operations

 


2,143,327

 

1,520,971

 

2,309,611

 

1,645,081

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


(2,113,930)

 

(1,508,446)

 

116,934

 

9,059

Amortization of contractual assets with customers - exclusivity rights

10


 

 

339,336

 

402,804

Amortization of right-of-use assets

12


2,189

 

2,101

 

266,781

 

230,157

Depreciation and amortization

13; 14


11,198

 

11,715

 

883,638

 

673,806

Interest, monetary variations and foreign exchange variations

 


(46,479)

 

6,616

 

674,375

 

944,259

Current and deferred income and social contribution taxes

9.b


5,235

 

5,739

 

859,317

 

709,548

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

 


(7)

 

(35,298)

 

(44,694)

 

(140,600)

Equity instrument granted 

 


11,718

 

23,005

 

21,523

 

40,754

Gain (loss) on the fair value of energy contracts

 


 

 

(24,694)

 

Provision for decarbonization - CBIO

 


 

 

307,123

 

441,813

Revaluation of investment in associates

27.b


 

 

(91,105)

 

Other provisions and adjustments

 


(53,553)

 

(6,041)

 

(40,686)

 

68,555

 

 


(40,302)

 

20,362

 

5,577,459

 

5,025,236

(Increase) decrease in assets

 


 

 

 

 

 

 

 

Trade receivables and reseller financing

5


 

 

(116,308)

 

157,955

Inventories

6


 

 

267,745

 

(455,469)

Recoverable taxes

 


11,339

 

9,383

 

(83,794)

 

279,511

Dividends received from subsidiaries, associates and joint ventures

 


1,635,828

 

614,857

 

11,187

 

2,028

Other assets

 


(6,783)

 

(10,836)

 

39,011

 

(180,303)

 

 


 

 

 

 

 

 

 

Increase (decrease) in liabilities

 


 

 

 

 

 

 

 

Trade payables and trade payables - reverse factoring

16


3,862

 

3,606

 

(1,254,598)

 

(1,400,113)

Salaries and related charges

 


(2,281)

 

(11,683)

 

17,458

 

(31,557)

Taxes payable

 


(281)

 

(990)

 

3,217

 

(30,242)

Income and social contribution taxes payable

 


3,657

 

(8,171)

 

(732,602)

 

(719,429)

Other liabilities

 


55,055

 

(12,654)

 

12,371

 

(19,479)

Acquisition of CBIO and carbon credits

14


 

 

(323,409)

 

(586,695)

Payments of contractual assets with customers - exclusivity rights

10


 

 

(284,461)

 

(285,666)

Payment of contingencies

 


(10,026)

 

 

(20,199)

 

(30,896)

Income and social contribution taxes paid

 


(263)

 

(2,920)

 

(69,008)

 

(219,900)

Net cash provided by continuing operating activities

 


1,649,805

 

600,954

 

3,044,069

 

1,504,981

Net cash provided by discontinued operating activities

 


 

 

26,833

 

Net cash provided by operating activities

 


1,649,805

 

600,954

 

3,070,902

 

1,504,981

 

 


 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 


 

 

 

 

 

 

 

Financial investments, net of redemptions

4.b


(21,237)

 

142,736

 

648,099

 

(2,051,959)

Acquisition of property, plant and equipment and intangible assets

13; 14


(5,027)

 

(75,627)

 

(1,335,013)

 

(1,099,268)

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

 


-

 

264,564

 

110,954

 

1,256,077

Capital increase in subsidiaries, associates and joint ventures

11


(537,149)

 

(585,335)

 

 

Capital decrease in subsidiaries, associates and joint ventures

11


 

 

 

522

Net cash consumed in the purchase of investments and other assets

 


 

 

(617,172)

 

(1,242,517)

Cash acquired in business combination

 


 

 

1,172,234

 

Net cash consumed by continuing investing activities

 


(563,413)

 

(253,662)

 

(20,898)

 

(3,137,145)

Net cash consumed by discontinued investing activities

 


 

 

(21,728)

 

Net cash consumed by investing activities

 


(563,413)

 

(253,662)

 

(42,626)

 

(3,137,145)

 

 


 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 


 

 

 

 

 

 

 

Loans, financing and debentures

 


 

 

 

 

 

 

 

Proceeds

15


 

 

4,960,091

 

3,658,510

Repayments

15


 

 

(4,521,892)

 

(2,125,954)

Interest and derivatives (paid) or received

 


 

7,838

 

(1,261,965)

 

(741,857)

Payments of lease

 


 

 

 

 

 

 

 

Principal and interest paid

12.b


(2,719)

 

(2,638)

 

(367,195)

 

(326,418)

Dividends paid

 


(811,566)

 

(712,916)

 

(898,536)

 

(781,182)

Payments of financial liabilities of customers

 


 

 

(97,899)

 

(123,203)

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

 


-

 

 

(12,300)

 

13,500

Repurchase of treasury shares

 


(266,942)

 

 

(266,942)

 

Related parties

 


(442)

 

(398)

 

(31,936)

 

(11,554)

 

 


 

 

 

 

 

 

 

Net cash consumed by continuing financing activities

 


(1,081,669)

 

(708,114)

 

(2,498,574)

 

(438,158)

Net cash consumed by discontinued financing activities

 


 

 

(558)

 

Net cash consumed by financing activities

 


(1,081,669)

 

(708,114)

 

(2,499,132)

 

(438,158)

 

 


 

 

 

 

 

 

 

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

 


 

 

(62,140)

 

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

 


 

 

 

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

 


4,723

 

(360,822)

 

462,457

 

(2,070,322)

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

 


 

 

4,547

 

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


8,909

 

52,018

 

2,534,050

 

3,855,366

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

 


 

 

15,860

 

 

 


 

 

 

 

 

 

 

Non-cash transactions:

 


 

 

 

 

 

 

 

Addition and remeasurement on right-of-use assets and leases payable

 


 

 

279,718

 

273,745

Addition on contractual assets with customers - exclusivity rights

 


 

 

59,295

 

53,961

Reclassification between financial assets and investment in associates

 


 

 

 

645,333

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

 


 

 

24,476

 

9,046

Capital increase in subsidiaries with shares

 


 

133,552

 

 

-


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


   



Ultrapar Participações S.A. and Subsidiaries

Graphics
For the periods ended September 30, 2025 and 2024
(In thousands of Brazilian Reais)

 

 


Parent

 

Consolidated

 

Note


09/30/2025

 

09/30/2024

 

09/30/2025

 

09/30/2024

Revenues

 


 

 

 

 

 

 

 

Gross revenue from sales and services, except rents and royalties

21


 

 

108,042,397

 

102,028,684

Rebates, discounts and returns

21


 

 

(765,919)

 

(836,236)

Allowance for expected credit losses

5


 

 

(18,794)

 

(32,802)

Amortization of contractual assets with customers - exclusivity rights

10; 21


 

 

(339,336)

 

(402,804)

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

 


51,768

 

26,976

 

521,065

 

(232,045)

 

 


51,768

 

26,976

 

107,439,413

 

100,524,797

 

 


 

 

 

 

 

 

 

Materials purchased from third parties

 


 

 

 

 

 

 

 

Cost of products and services sold

 


 

 

(97,620,893)

 

(91,744,783)

Materials, energy, third-party services and others

 


175,782

 

150,242

 

(1,290,680)

 

(1,345,238)

Provision for assets losses

 


 

 

6,034

 

498

 

 


175,782

 

150,242

 

(98,905,539)

 

(93,089,523)

 

 


 

 

 

 

 

 

 

Gross value added

 


227,550

 

177,218

 

8,533,874

 

7,435,274

 

 


 

 

 

 

 

 

 

Retentions

 


 

 

 

 

 

 

 

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

12.a; 13; 14


(13,387)

 

(13,816)

 

(1,150,419)

 

(903,963)

 

 


(13,387)

 

(13,816)

 

(1,150,419)

 

(903,963)

 

 


 

 

 

 

 

 

 

Net value added produced by the Company

 


214,163

 

163,402

 

7,383,455

 

6,531,311

 

 


 

 

 

 

 

 

 

Value added received in transfer

 


 

 

 

 

 

 

 

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

11


2,113,930

 

1,508,446

 

(25,829)

 

(9,059)

Rents and royalties

21


 

 

101,295

 

236,807

Financial income

23


40,484

 

48,291

 

1,194,702

 

661,588

 

 


2,154,414

 

1,556,737

 

1,270,168

 

889,336

 

 


 

 

 

 

 

 

 

Value added from continuing operations available for distribution

 


2,368,577

 

1,720,139

 

8,653,623

 

7,420,647

 

 


 

 

 

 

 

 

 

Value added from discontinued operations available for distribution

 


(12,929)

 

 

(3,530)

 

 

 


 

 

 

 

 

 

 

Total value added available for distribution

 


2,355,648

 

1,720,139

 

8,650,093

 

7,420,647

 

 


 

 

 

 

 

 

 

Distribution of value added

 


 

 

 

 

 

 

 

Personnel and related charges

 


 

 

 

 

 

 

 

Salaries and wages

 


150,083

 

123,122

 

1,297,695

 

1,105,759

Benefits

 


21,227

 

19,398

 

380,693

 

338,353

Government Severance Indemnity Fund for Employees (FGTS)

 


6,327

 

5,371

 

80,154

 

78,153

Others

 


2,913

 

5,986

 

87,888

 

185,759

 

 


180,550

 

153,877

 

1,846,430

 

1,708,024

 

 


 

 

 

 

 

 

 

Taxes, fees and contributions

 


 

 

 

 

 

 

 

Federal

 


21,464

 

25,291

 

2,118,661

 

2,268,280

State

 


 

 

393,250

 

388,155

Municipal

 


294

 

277

 

162,024

 

117,874

 

 


21,758

 

25,568

 

2,673,935

 

2,774,309

 

 


 

 

 

 

 

 

 

Financial expenses and rents

 


 

 

 

 

 

 

 

Interest, foreign exchange variations and financial instruments

 


1,663

 

(116)

 

1,611,512

 

1,145,702

Rents

 


3,890

 

3,624

 

104,392

 

83,424

Others

 


17,389

 

16,215

 

107,743

 

64,107

 

 


22,942

 

19,723

 

1,823,647

 

1,293,233

 

 


 

 

 

 

 

 

 

Remuneration of own capital

 


 

 

 

 

 

 

 

Interest on capital and dividends

 


 

275,971

 

380,097

 

381,561

Retained earnings

 


2,143,327

 

1,245,000

 

1,929,514

 

1,263,520

 

 


2,143,327

 

1,520,971

 

2,309,611

 

1,645,081

 

 


 

 

 

 

 

 

 

Value added from continuing operations distributed

 


2,368,577

 

1,720,139

 

8,653,623

 

7,420,647

 

 


 

 

 

 

 

 

 

Value added from discontinued operations distributed

 


(12,929)

 

 

(3,530)

 

 

 


 

 

 

 

 

 

 

Value added distributed

 


2,355,648

 

1,720,139

 

8,650,093

 

7,420,647

 

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 September 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 November 12, 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 September 30, 2025


a.2 Interest in subsidiaries
 

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

 

 

 

 

 

 

Interest % rounded

 

 

 

 

 

09/30/2025

 

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 (2)

 

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

 

-

 

-

Mi TRR Transportadora Retalhista e Revendedora de Combustíveis S.A. (5)

 

Brazil

Ipiranga

 

-

 

51

 

-

 

-

Ipiranga Produtos de Petróleo S.A.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

am/pm Comestíveis Ltda. (3)

 

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. (6)

 

Brazil

Ultragaz

 

-

 

-

 

-

 

52

Ultragaz Comercializadora de Energia Ltda. (6)

 

Brazil

Ultragaz

 

-

 

52

 

-

 

-

Ultragaz Energia e Corretagem de Seguros Ltda. (6)

 

Brazil

Ultragaz

 

-

 

100

 

-

 

-

UVC Investimentos Ltda.

 

Brazil

Others

 

100

 

-

 

100

 

-

Ultra Logística Ltda.

 

Brazil

Hidrovias

 

100

 

-

 

100

 

-

Hidrovias do Brasil S.A. (7)

 

Brazil

Hidrovias

 

-

 

55

 

-

 

-

Hidrovias do Brasil – Vila do Conde S.A.

 

Brazil

Hidrovias

 

-

 

100

 

-

 

-

Hidrovias do Brasil – Cabotagem Ltda. (8)

 

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. (9)

 

Brazil

Ultracargo

 

-

 

-

 

-

 

99

Ultracargo Soluções Logísticas S.A.

 

Brazil

Ultracargo

 

-

 

-

 

-

 

100

Ultracargo Logística S.A. (9)

 

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 September 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 July 2025, subsidiary Neodiesel Ltda. became the controlling shareholder of Mi TRR Transportadora retalhista e revendedora de combustíveis S.A. (“Mi TRR”).

(6) In August 2025, WTZ Participações S.A. was merged into Ultragaz Comercializadora de Energia Ltda., formerly Exponencial Energia Ltda. In July 2025, Ultragaz Energia e Corretagem started being controlled by Ultragaz Comercializadora de Energia Ltda.

(7) In May 2025, subsidiary Ultra Logística Ltda. became the controlling shareholder of Hidrovias. For further details, see Note 27.b.

(8) The information on Hidrovias do Brasil – Cabotagem is presented as Discontinued Operation according to Note 28.

(9) In January, 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 ownership interest in Hidrovias
 

On May 8, 2025, the Company, through its subsidiary Ultra Logística, acquired additional shares in Hidrovias do Brasil S.A. (“Hidrovias”), becoming the controlling shareholder.  As of September 30, 2025, the ownership interest in this investee’s share capital was 55.04% (41.94% as of December 31, 2024).  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 nine-month period ended September 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 September 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 first 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 September 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 amendments to standards and guidance issued by the IASB and CPC effective on or after January 1, 2025 were evaluated and do not change the accounting practice adopted by the Company:

 

     OCPC 10 – Carbon Credits

     IAS 21/ CPC 02 – The Effects of Changes in Foreign Exchange Rates


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 September 30, 2025. The Company and its subsidiaries plan to adopt these new standards, amendments and interpretations, if applicable, when they become effective.


•     IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments

•     IFRS 18 – Presentation and Disclosure in Financial Statements

•     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

 

09/30/2025

 

12/31/2024

 

09/30/2025

 

12/31/2024

Cash and banks

 

 

 

 

 

 

 

In local currency

788

 

120

 

301,388

 

211,047

In foreign currency

 

 

508,874

 

194,793

Financial investments considered cash equivalents

 

 

 

 

 

 

 

Securities and funds

 

 

 

 

 

 

 

In local currency

8,121

 

4,066

 

1,007,837

 

1,286,152

In foreign currency

 

 

715,951

 

379,601

Total cash and cash equivalents

8,909

 

4,186

 

2,534,050

 

2,071,593


20




Ultrapar Participações S.A. and Subsidiaries

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


b. Financial investments

 

 

Parent

 

Consolidated

 

09/30/2025

 

12/31/2024

 

09/30/2025

 

12/31/2024

Financial investments

 

 

 

 

 

 

 

Securities and funds

 

 

 

 

 

 

 

In local currency

371,580

 

320,101

 

1,486,281

 

2,271,980

In foreign currency (a)

 

 

2,612,573

 

2,854,126

Total financial investments

371,580

 

320,101

 

4,098,854

 

5,126,106

Current

16,580

 

20,100

 

1,489,624

 

2,306,927

Non-current

355,000

 

300,001

 

2,609,230

 

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

09/30/2025

 

12/31/2024

Domestic customers

3,944,949

 

3,885,310

Domestic customers - related parties (see Note 8)

4,347

 

301

Foreign customers

153,294

 

19,032

Foreign customers - related parties (see Note 8)

1,769

 

8,361

 

4,104,359

 

3,913,004

(-) Allowance for expected credit losses

(372,232)

 

(345,735)

Total - trade receivables of customers

3,732,127

 

3,567,269

Current

3,696,699

 

3,540,266

Non-current

35,428

 

27,003

 

 

 

 

Reseller financing

09/30/2025

 

12/31/2024

Reseller financing

1,411,089

 

1,404,883

(-) Allowance for expected credit losses

(133,336)

 

(126,859)

Total – reseller financing

1,277,753

 

1,278,024

Current

515,715

 

511,979

Non-current

762,038

 

766,045



21




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended September 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

81,232

 

22,772

 

104,004

Reversals

(36,235)

 

(9,688)

 

(45,923)

Write-offs

(30,952)

 

(6,607)

 

(37,559)

Opening balance - acquisition of subsidiary (i)

12,452

 

 

12,452

Balance as of September 30, 2025

372,232

 

133,336

 

505,568


(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.


 

09/30/2025

 

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

0.51%

 

4,446,654

 

22,576

 

0.55%

 

4,289,620

 

23,517

Less than 30 days

3.76%

 

89,758

 

3,376

 

3.14%

 

141,756

 

4,452

31-60 days

24.39%

 

30,112

 

7,345

 

20.26%

 

40,402

 

8,186

61-90 days

11.38%

 

32,057

 

3,647

 

14.96%

 

27,360

 

4,093

91-180 days

28.92%

 

51,260

 

14,823

 

30.37%

 

57,289

 

17,396

More than 180 days

52.43%

 

865,607

 

453,801

 

54.49%

 

761,460

 

414,950

 

 

 

5,515,448

 

505,568

 

 

 

5,317,887

 

472,594


22

Table of Contents




Ultrapar Participações S.A. and Subsidiaries

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


 

 

09/30/2025

 

12/31/2024

Fuels, lubricants and greases

 

2,957,286

 

3,009,100

Raw materials

 

290,642

 

373,544

Purchase for future delivery (1)

 

111,348

 

255,001

Consumable materials and other items for resale

 

304,354

 

129,539

Liquefied petroleum gas - LPG

 

141,260

 

128,098

Properties for resale

 

19,192

 

21,794

 

 

3,824,082

 

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

(1,166)

Reversal of provision for adjustment to realizable value

(743)

Balance as of September 30, 2025

2,011






Ultrapar Participações S.A. and Subsidiaries

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


 

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”).

 

 

09/30/2025

 

12/31/2024

ICMS (a.1)

1,377,273

 

1,416,708

PIS and COFINS - Federal VAT (a.2)

3,844,831

 

3,172,417

Others

105,345

 

101,152

Total

5,327,449

 

4,690,277

Current

1,713,727

 

2,040,008

Non-current

3,613,722

 

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.

 

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 September 30, 2025, the Company, through its subsidiary Ipiranga, recognized effects from tax credits of R$ 1,152,890 (R$ 672,572 under “other operating income (expenses) and R$ 480,318 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$ 981,089 (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$ 588,812, of which R$ 278,579 recorded as current and R$ 310,233 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.



24




Ultrapar Participações S.A. and Subsidiaries

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


 

a. Parent

 

 

Assets

 

Liabilities

 

09/30/2025

 

12/31/2024

 

09/30/2025

 

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.

48,895

 

50,548

 

306

 

431

Cia Ultragaz S.A.

29,510

 

28,588

 

 

1,761

Ultracargo Logística S.A.

326,321

 

313,873

 

312

 

Hidrovias do Brasil S.A.

3,964

 

-

 

160

 

-

Eaí Clube Automobilista S.A.

644

 

1,008

 

 

78

am/pm Comestíveis Ltda.

2,975

 

5,079

 

61

 

19

Imaven Imóveis Ltda.

-

 

-

 

285

 

-

Others

2,033

 

966

 

-

 

11

Total

414,342

 

400,062

 

3,999

 

5,175

 

 

 

 

 

 

 

 

Other receivables/payables

87,070

 

86,973

 

1,124

 

2,300

Related parties

7,518

 

7,076

 

2,875

 

2,875

Financial investments (1)

319,754

 

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 September 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)

 

09/30/2025

 

12/31/2024

 

09/30/2025

 

12/31/2024

 

09/30/2025

 

09/30/2024

Transactions with subsidiaries and joint ventures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transactions with joint ventures

 

 

 

 

 

 

 

 

 

 

 

Refinaria de Petróleo Riograndense S.A.

 

 

16,466

 

9,846

 

(490,264)

 

(323,104)

Latitude Logística Portuária S.A.

7,767

 

10,862

 

 

 

 

Navegantes Logística Portuária S.A.

74,296

 

29,406

 

 

 

 

Hidrovias do Brasil S.A.

 

416

 

 

 

 

Obrinel S.A.

1,564

 

 

 

 

 

Others

8,656

 

7,943

 

2,875

 

2,875

 

315

 

307

 

 

 

 

 

 

 

 

 

 

 

 

Transactions with other related parties

 

 

 

 

 

 

 

 

 

 

 

Chevron Oronite Brasil Ltda. (1)

2,064

 

 

29,079

 

13,434

 

(195,548)

 

(148,937)

Chevron Products Company (1)

 

 

114,133

 

159,432

 

(482,447)

 

(517,282)

Others

3,166

 

8,760

 

1,821

 

1,449

 

1,124

 

(3,638)

 

 

 

 

 

 

 

 

 

 

 

 

Total

97,513

 

57,387

 

164,374

 

187,036

 

(1,166,820)

 

(992,654)

 

 

 

 

 

 

 

 

 

 

 

 

Trade receivables (Note 5)

6,116

 

8,662

 

 

 

 

Other receivables

3

 

416

 

 

 

 

Trade payables (Note 16)

 

 

161,499

 

183,520

 

 

Other payables

 

 

 

 

 

Related parties

91,394

 

48,309

 

2,875

 

3,516

 

 

Sales and services provided

 

 

 

 

35,320

 

12,887

Purchases

 

 

 

 

(1,202,140)

 

(1,005,541)

 

(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:

 

 

09/30/2025

 

09/30/2024

Short-term compensation

31,465

 

39,465

Stock compensation

55,400

 

44,480

Post-employment benefits

2,447

 

3,728

Total

89,312

 

87,673

 




Ultrapar Participações S.A. and Subsidiaries

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


d. Stock plan (Consolidated)

 

The financial statements for the year ended December 31, 2024 (Note 8) disclose the features and measurement criteria of each plan (2017 Plan and 2023 Plan) offered by the Company, which did not undergo any changes during the nine-month period ended September 30, 2025. In the interim financial information for the period ended September 30, 2025 of subsidiary Hidrovias, Note 20.2 discloses the features and measurement criteria of the 1st long-term share-based incentive plan (“2025 Plan”), approved by Hidrovias’ Board of Directors on June 23, 2025, with the first grant awarded on July 1, 2025.

 

The table below summarizes the restricted and performance stock programs under the 2017 Plan and  the 2023 Plan, and the 2025 Plan (Hidrovias):

Company

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)

Ultrapar

Restricted

September 2, 2019

240,000

2025

16.42

6,774


(6,774)


Ultrapar

Restricted

September 16, 2020

140,000

2026

23.03

5,464


(4,629)


835

Ultrapar

Restricted

September 22, 2021

1,000,000

2027

14.17

24,093


(17,608)


6,485

Ultrapar

Performance

April 6, 2022

7,467

2025

14.16

1,116


(1,116)


Ultrapar

Restricted

September 21, 2022

2,640,000

2032

12.98

64,048


(19,170)


44,878

Ultrapar

Restricted

December 7, 2022

1,500,000

2032

13.47

37,711


(10,688)


27,023

Ultrapar

Restricted

April 20, 2023

1,122,656

2026

14.50

30,560


(25,186)


5,374

Ultrapar

Performance

April 20, 2023

1,149,057

2026

14.50

31,320


(25,946)


5,374

Ultrapar

Restricted

September 20, 2023

3,700,000

2033

18.75

129,322


(26,988)


102,334

Ultrapar

Restricted

April 17, 2024

3,444,789

2027 to 2029

26.94

175,894


(62,022)


113,872

Ultrapar

Restricted

June 19, 2024

60,683

2027

21.47

2,468


(1,028)


1,440

Ultrapar

Restricted

October 1, 2024

1,295,000

2034

23.10

55,785


(5,578)


50,207

Ultrapar

Restricted

April 3, 2025

4,590,749

2027 to 2028

17.78

153,635


(20,807)


132,828

 

 

 

20,890,401

 

 

718,190


(227,540)


490,650

Hidrovias

Restricted

July 1, 2025

1,244,523

2028

3.55

4,961


(412)


4,549

 

 

 

22,134,924

 

 

723,151


(227,952)


495,199

 

Number of shares as of December 31, 2024

 

18,521,704

Ultrapar shares granted during the period

 

4,590,749

Cancellation of Ultrapar shares due to termination of executive

 

(162,621)

Ultrapar shares transferred (vesting)

 

(2,059,431)

Hidrovias shares granted during the period

 

1,244,523

Number of shares as of September 30, 2025

 

22,134,924

 

The Company does not have shares that were not transferred after the period for transfer of the ownership of the shares. For the nine-month period ended September 30, 2025, an expense in the amount of R$ 103,187 was recognized in relation to the Plan (R$ 78,245 for the period ended September 30, 2024).

For all plans, settlements are made only with the delivery of treasury shares.


27




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended September 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

 

09/30/2025

 

12/31/2024

 

09/30/2025

 

12/31/2024

Assets - Deferred income and social contribution taxes on:

 

 

 

 

 

 

 

Provision for losses with assets

 

 

42,016

 

41,467

Provisions for tax, civil and labor risks

45,821

 

67,261

 

159,601

 

188,495

Provision for post-employment benefits

604

 

516

 

80,841

 

76,166

Provision for differences between cash and accrual basis (i)

 

 

11,325

 

19,483

Goodwill

 

 

14,482

 

10,317

Provision for asset retirement obligation

 

 

12,707

 

13,472

Operating provisions

6,969

 

4,366

 

43,593

 

60,120

Provision for profit sharing and bonus

5,462

 

10,246

 

69,009

 

76,880

Leases payable

2,568

 

2,961

 

573,819

 

499,988

Provision for deferred revenue

 

 

532

 

450

Other temporary differences

32,937

 

21,762

 

212,375

 

115,753

Tax losses and negative basis for social contribution carryforwards

53,580

 

51,339

 

548,842

 

510,780

Total

147,941

 

158,451

 

1,769,142

 

1,613,371

Offsetting liability balance

(9,011)

 

(15,821)

 

(920,515)

 

(676,430)

Net balances presented in assets

138,930

 

142,630

 

848,627

 

936,941

 

 

 

 

 

 

 

 

Liabilities - Deferred income and social contribution taxes on:

 

 

 

 

 

 

 

Leases payable

2,199

 

2,586

 

473,864

 

406,173

Provision for differences between cash and accrual basis (i)

 

 

291,748

 

194,846

Change in fair value of subscription warrants

1,188

 

7,611

 

1,188

 

7,611

Goodwill/negative goodwill on investments

 

 

28,811

 

28,771

Business combination - fair value of assets

 

 

567,210

 

52,781

Other temporary differences

5,624

 

5,624

 

189,181

 

119,073

Total

9,011

 

15,821

 

1,552,002

 

809,255

Offsetting asset balance

(9,011)

 

(15,821)

 

(920,515)

 

(676,430)

Net balances presented in liabilities

 

 

631,487

 

132,825

 

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



28




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended September 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 period

(3,700)

 

(135,431)

Deferred IRPJ and CSLL recognized on company acquisition (1)

 

74,730

Deferred IRPJ and CSLL recognized on business combinations

 

(561,392)

Deferred IRPJ and CSLL recognized in other comprehensive income

 

67,168

Deferred IRPJ and CSLL recognized in other comprehensive income – Discontinued operation

-

 

(30,624)

Others

-

 

(1,427)

Balance as of September 30, 2025

138,930

 

217,140

 

(1) 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

 

09/30/2025

 

09/30/2024

 

09/30/2025

 

09/30/2024

Income before taxes

2,148,562

 

1,526,710

 

3,168,928

 

2,354,629

Statutory tax rates - %

34

 

34

 

34

 

34

Income and social contribution taxes at the statutory tax rates

(730,511)

 

(519,081)

 

(1,077,436)

 

(800,574)

Adjustment to the statutory income and social contribution taxes:

 

 

 

 

 

 

 

Nondeductible expenses

(1,814)

 

(2,189)

 

(29,770)

 

(10,683)

Nontaxable revenues (i)

472

 

414

 

194,321

 

20,105

Adjustment to estimated income

 

 

12,359

 

1,658

Unrecorded deferred income and social contribution tax loss carryforwards

 

 

(127,356)

 

(10,842)

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

718,736

 

512,872

 

(8,782)

 

(3,080)

Interest on capital between subsidiaries

 

 

8,975

 

35,901

Difference of rate in the measurement of taxes

 

 

45,783

 

Other adjustments

7,882

 

2,245

 

68,859

 

(17,010)

Income and social contribution taxes before tax incentives

(5,235)

 

(5,739)

 

(913,047)

 

(784,525)

Tax incentives – SUDENE (ii)

-

 

 

53,730

 

74,977

Income and social contribution taxes in the statement of income

(5,235)

 

(5,739)

 

(859,317)

 

(709,548)

Current

(1,535)

 

(12,519)

 

(723,886)

 

(760,375)

Deferred

(3,700)

 

6,780

 

(135,431)

 

50,827

Effective IRPJ and CSLL rates - %

0.2

 

0.4

 

27.1

 

30.1

 

(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 September 30, 2025


c. Tax losses and negative basis for social contribution carryforwards

 

As of September 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:

 

 

09/30/2025

 

12/31/2024

Oil Trading

74,119

 

77,155

Ultrapar

53,580

 

51,339

Ipiranga

300,409

 

300,409

Ultracargo Soluções Logística

43,098

 

33,553

Hidrovias do Brasil – Holding S.A

29,149

 

Others

48,487

 

48,324

 

548,842

 

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:

 

 

09/30/2025

 

12/31/2024

Neogás

45,221

 

45,286

Integra Frotas

24,702

 

18,927

Stella

25,659

 

15,686

Millennium

14,337

 

11,650

Abastece aí

154,791

 

126,900

Hidrovias do Brasil – Holding S.A

150,458

 

Hidrovias do Brasil – Administração Portuária de Santos

41,529

 

Others

8,942

 

6,374

 

465,639

 

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

343,756

Amortization

(339,336)

Balance as of September 30, 2025

2,136,322

Current

662,929

Non-current

1,473,393

 




Ultrapar Participações S.A. and Subsidiaries

Graphics


Notes to the interim financial information
For the periods ended September 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 loss on investment)

 

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

 

 

09/30/2025

12/31/2024

 

09/30/2025

09/30/2024

Subsidiaries

 

 

 

 

 

 

 

 

 

Ultra Logística Ltda. (i)

2,018,475

26,885

100.00

 

2,018,475

3,266,345

 

26,885

269,203

Ultrapar International S.A.

(55,073)

13,457

100.00

 

(55,073)

(68,530)

 

13,457

(4,782)

UVC

 

 

(5,021)

Ultragaz Participações Ltda.

 

 

372,263

Ultracargo Logística Ltda

1,617,381

168,417

99.92

 

1,616,072

 

168,280

Companhia Ultragaz S.A.

987,315

485,568

99.99

 

987,168

1,106,687

 

485,497

233,855

UVC Investimentos Ltda.

54,403

(4,361)

100.00

 

54,403

47,702

 

(4,361)

516

Imaven Imóveis Ltda.

82,543

1,719

100.00

 

82,543

64,917

 

1,719

2,316

Ultra Mobilidade S.A. (*)

10,828,395

1,459,084

100.00

 

10,828,395

10,407,480

 

1,459,084

653,719

Joint ventures

 

 

 

 

 

 

 

 

 

Química da Bahia Indústria e Comércio S.A.

6,683

12

50.00

 

3,342

3,319

 

6

(161)

Refinaria de Petróleo Riograndense S.A. (ii)

(101,290)

(110,182)

33.14

 

(33,566)

2,016

 

(36,637)

(13,462)

 

 

 

 

 

 

 

 

 

 

Total (A)

 

 

 

 

15,501,759

14,829,936

 

2,113,930

1,508,446

Total provision for loss on investment (B)

 

 

 

 

(88,639)

(68,530)

 

 

 

Total investments (A-B)

 

 

 

 

15,590,398

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$ 8,993 as of September 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 September 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

 

 

09/30/2025

12/31/2024

 

09/30/2025

09/30/2024

Joint ventures

 

 

 

 

 

 

 

 

 

União Vopak – Armazéns Gerais Ltda.

(515)

(1,055)

50.00

 

(258)

270

 

(528)

(598)

Refinaria de Petróleo Riograndense S.A.

(101,290)

(110,182)

33.14

 

(33,566)

2,015

 

(36,637)

(13,462)

Latitude Logística Portuária S.A.

(2,196)

(6,645)

50.00

 

(1,098)

2,225

 

(3,323)

(1,931)

Navegantes Logística Portuária S.A.

(4,475)

(26,568)

33.33

 

(1,492)

7,364

 

(8,856)

(6,191)

Nordeste Logística I S.A.

10,082

(8,882)

33.33

 

3,361

5,959

 

(2,961)

(739)

Nordeste Logística II S.A.

55,091

(1,256)

33.33

 

18,364

18,782

 

(418)

1,369

Nordeste Logística III S.A

53,327

(1,647)

33.33

 

17,776

18,330

 

(548)

591

Química da Bahia Indústria e Comércio S.A.

6,683

12

50.00

 

3,342

3,319

 

6

(159)

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

167,042

6,015

50.00

 

83,521

59,694

 

3,008

3,019

Limday S.A.

28,362

4,751

44.55

 

12,635

 

2,116

Obrinel S.A.

204,450

56,689

49.00

 

100,181

 

27,778

Baden S.A.

19,775

(1,114)

50.00

 

9,888

 

(557)

Other investments

 

346

281

 

Associates

 

 

 

 

 

 

 

 

 

Hidrovias do Brasil S.A. (i)

2,273,439

(247,290)

44.51

 

504,629

 

(96,480)

9,112

Transportadora Sulbrasileira de Gás S.A.

18,266

6,635

25.00

 

4,566

3,498

 

1,659

1,510

Metalúrgica Plus S.A.

(1,264)

(219)

33.33

 

(421)

(349)

 

(73)

(68)

Plenogás Distribuidora de Gás S.A.

1,002

265

33.33

 

334

1,041

 

88

577

Other investments

 

28

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.

 

7,113

 

 

 

 

 

 

 

 

 

 

 

Fair value adjustment on investments

 

 

 

 

 

 

 

 

 

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

 

37,627

38,835

 

(1,208)

(2,089)

Concession Agreement - Baloto

 

4,265

 

 

 

 

 

 

 

 

 

 

 

Advances for investments

 

 

 

 

 

 

 

 

 

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

 

84,998

90,000

 

 

 

 

 

 

 

 

 

 

 

Advances for future capital increase

 

 

 

 

 

 

 

 

 

Hidrovias do Brasil S.A. (i)

 

500,000

 

 

 

 

 

 

 

 

 

 

 

Total (A)

 

 

 

 

468,816

2,148,284

 

(116,934)

(9,059)

Total provision for loss on investment (B)

 

 

 

 

(36,835)

(349)

 

 

 

Total investments (A-B)

 

 

 

 

505,651

2,148,633

 

 

 

 

(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.

      




Ultrapar Participações S.A. and Subsidiaries

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


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

 

09/30/2025

12/31/2024

 

09/30/2025

12/31/2024

 

09/30/2025

09/30/2024

Subsidiaries

%

%

 

 

 

 

 

 

Hidrovias do Brasil S.A. (i)

45%

-

 

1,510,336

 

25,228

Iconic Lubrificantes S.A. (i)

44%

44%

 

538,104

484,986

 

95,320

120,432

Ultragaz Comercializadora de Energia Ltda. (i)

48%

48%

 

138,493

116,249

 

26,922

Other investments

-

-

 

91,910

63,491

 

8,253

3,678

 

 

 

 

2,278,843

664,726

 

155,723

124,110

 

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


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 (*)

2,150,561

 

(36,631)

 

2,113,930

 

(20,920)

 

(94,806)

 

 

 

 

(115,726)

Amortization of fair value adjustments

 

 

 

(1,208)

 

 

 

 

 

(1,208)

Dividends

(1,681,986)

 

 

(1,681,986)

 

 

(796)

 

 

 

 

(796)

Equity instrument granted (ii)

19,926

 

 

19,926

 

 

 

 

 

 

Accumulated other comprehensive income

(86,804)

 

1,141

 

(85,663)

 

1,141

 

7,722

 

 

 

 

8,863

Translation adjustments of foreign subsidiaries

 

 

 

(16,796)

 

 

 

 

(169)

 

(16,965)

Advances for future capital increase and capital contribution

537,149

 

 

537,149

 

20,819

 

 

 

 

 

20,819

Shareholder transactions

(75,082)

 

 

(75,082)

 

 

 

 

 

 

Advances for investments - GPA stations

 

 

 

 

 

(5,002)

 

 

 

(5,002)

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)

(159,732)

 

 

(159,732)

 

 

 

 

 

 

Other movements

3,350

 

(69)

 

3,281

 

354

 

(2,896)

 

 

 

 

(2,542)

Balance as of September 30, 2025 (i)

15,531,983

 

(30,224)

 

15,501,759

 

375,046

 

4,507

 

84,998

 

 

4,265

 

468,816

 




Ultrapar Participações S.A. and Subsidiaries

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


(*) 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.

    


 

The Company and certain subsidiaries have vehicle and 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.

  1. Right-of-use assets
  • Consolidated

 

Weighted average useful life (years)


Balance as of December 31, 2024

 

Additions and remeasurement

 

Write-offs

 

Transfers (i)

 

Translation adjustment

 

Amortization

 

Opening balance – Acquisition of subsidiary (ii)

 

Balance as of September 30, 2025

Cost:

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate

8


1,987,115

 

140,768

 

(180,670)

 

3,756

 

(582)

 

 

220,341

 

2,170,728

Port areas

28


343,739

 

17,493

 

(491)

 

 

 

 

113,132

 

473,873

Vehicles

4


357,094

 

106,373

 

(72,531)

 

(2,834)

 

(122)

 

 

2,855

 

390,835

Equipment

2


33,645

 

11,170

 

(1,677)

 

(21,499)

 

 

 

21,448

 

43,087

Vessels

8


 

 

(52,220)

 

 

(4,366)

 

 

129,300

 

72,714

Others

20


27,846

 

3,914

 

 

21,499

 

 

 

 

53,259

 

 


2,749,439

 

279,718

 

(307,589)

 

922

 

(5,070)

 

 

487,076

 

3,204,496

Accumulated amortization:

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate


(823,733)

 

 

129,006

 

 

197

 

(133,556)

 

(40,242)

 

(868,328)

Port areas


(52,692)

 

 

480

 

(3,295)

 

 

(24,619)

 

(38,755)

 

(118,881)

Vehicles


(169,836)

 

 

57,801

 

2,834

 

31

 

(84,260)

 

(927)

 

(194,357)

Equipment


(6,007)

 

 

1,163

 

2,197

 

 

(9,019)

 

(15,346)

 

(27,012)

Vessels


 

 

32,501

 

 

2,600

 

(12,860)

 

(60,604)

 

(38,363)

Others


(25,847)

 

 

 

(2,197)

 

 

(2,467)

 

 

(30,511)

 

 


(1,078,115)

 

 

220,951

 

(461)

 

2,828

 

(266,781)

 

(155,874)

 

(1,277,452)

Right-of-use assets

 


1,671,324

 

279,718

 

(86,638)

 

461

 

(2,242)

 

(266,781)

 

331,202

 

1,927,044

 

(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 September 30, 2025


b. Leases payable

The changes in leases payable are shown below:

 

Balance as of December 31, 2024

1,485,152

Interest accrued

110,133

Payments of leases and interest

(367,195)

Additions and remeasurement

279,718

Write-offs

(83,964)

Opening balance - acquisition of subsidiary (i)

286,778

Monetary variations and foreign exchange variations

(2,746)

Balance as of September 30, 2025

1,707,876

Current

336,447

Non-current

1,371,429


(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:

 

 

09/30/2025

 

12/31/2024

Up to 1 year

453,252

 

355,336

1 to 2 years

326,843

 

282,945

2 to 3 years

257,616

 

240,984

3 to 4 years

211,406

 

188,002

4 to 5 years

167,326

 

158,559

More than 5 years

1,240,494

 

891,997

Total

2,656,937

 

2,117,823


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

In compliance with the CVM’s requirement under Official Letter SNC/SEP 02/2019, the potential right to PIS/COFINS recoverable embedded in the lease consideration, calculated based on the 9.25% rate in accordance with Brazilian tax legislation, amounted to R$ 245,767 in nominal cash flow, and R$ 157,979 in present value cash flow for the period ended September 30, 2025.

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

10.95%

From 6 to 10 years

10.98%

From 11 to 15 years

10.83%

More than 15 years

10.52%



35




Ultrapar Participações S.A. and Subsidiaries

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


 

 

Weighted average useful life (years)


Balance as of December 31, 2024

 

Additions

 

Depreciation

 

Transfers (i)

 

Write-offs

 

Translation adjustment

 

Opening balance – acquisition of subsidiaries (ii)

 

Balance as of September 30, 2025

Cost:

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Land

-


609,624

 

 

 

455

 

(7,388)

 

 

204,542

 

807,233

Buildings

28


1,745,097

 

50,289

 

 

62,268

 

(11,236)

 

 

823,403

 

2,669,821

Leasehold improvements

15


1,415,342

 

31,730

 

 

72,536

 

(70,244)

 

(4,398)

 

166,620

 

1,611,586

Machinery and equipment

12


3,758,370

 

123,687

 

 

495,802

 

(12,372)

 

(3,384)

 

681,994

 

5,044,097

Automotive fuel/lubricant distribution equipment and facilities

14


3,199,426

 

51,028

 

 

119,956

 

(135,460)

 

 

1,440

 

3,236,390

Push boats, barges, ships

19


 

 

 

9,888

 

 

(168,628)

 

4,139,591

 

3,980,851

LPG tanks and bottles

8


1,085,787

 

74,895

 

 

24,082

 

(24,060)

 

 

 

1,160,704

Vehicles

6


395,885

 

14,752

 

 

1,617

 

(16,989)

 

(40)

 

708

 

395,933

Furniture and fixtures

7


221,572

 

15,386

 

 

(3,949)

 

(8,983)

 

(38)

 

4,899

 

228,887

IT equipment

6


321,250

 

17,202

 

 

6,725

 

(8,853)

 

(288)

 

49,177

 

385,213

Construction in progress

-


1,347,892

 

718,755

 

 

(777,152)

 

(1,767)

 

(1,418)

 

213,105

 

1,499,415

Advances to suppliers

-


44,966

 

10,750

 

 

(33,762)

 

(8,208)

 

 

 

13,746

Imports in progress

-


3,128

 

23

 

 

(3,128)

 

 

 

 

23

 

 


14,148,339

 

1,108,497

 

 

(24,662)

 

(305,560)

 

(178,194)

 

6,285,479

 

21,033,899

Accumulated depreciation:

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Buildings


(558,622)

 

 

(70,961)

 

(4,543)

 

4,599

 

 

(226,529)

 

(856,056)

Leasehold improvements


(748,916)

 

 

(55,421)

 

212

 

70,151

 

1,789

 

(57,520)

 

(789,705)

Machinery and equipment


(2,347,962)

 

 

(199,933)

 

(417)

 

2,471

 

1,186

 

(398,640)

 

(2,943,295)

Automotive fuel/lubricant distribution equipment and facilities


(2,122,684)

 

 

(100,575)

 

10,343

 

127,651

 

 

 

(2,085,265)

Push boats, barges, ships


 

 

(78,383)

 

6

 

 

58,256

 

(1,143,682)

 

(1,163,803)

LPG tanks and bottles


(670,068)

 

 

(73,606)

 

(7,679)

 

20,667

 

 

 

(730,686)

Vehicles


(154,622)

 

 

(30,266)

 

(1,234)

 

3,860

 

40

 

(938)

 

(183,160)

Furniture and fixtures


(142,493)

 

 

(12,293)

 

(519)

 

6,032

 

16

 

(1,328)

 

(150,585)

IT equipment


(265,675)

 

 

(20,289)

 

1,339

 

8,092

 

32

 

(24,568)

 

(301,069)

 

 


(7,011,042)

 

 

(641,727)

 

(2,492)

 

243,523

 

61,319

 

(1,853,205)

 

(9,203,624)

Provision for impairment losses

 


(1,331)

 

-

 

 

 

-

 

 

 

(1,331)

Property, plant and equipment

 


7,135,966

 

1,108,497

 

(641,727)

 

(27,154)

 

(62,037)

 

(116,875)

 

4,432,274

 

11,828,944


(i) Refers to transfers of R$ 26,693 to intangible assets and R$ 461 to right-of-use assets.
(ii) Involves the total amounts of acquisitions made by the Company, including Hidrovias do Brasil (see Note 27.b), MI TRR, and Postos Millenium.





Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended September 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 December 31, 2024

 

Additions

 

Amortization

 

Transfers (i)

 

Write-offs

 

Translation adjustment

 

Acquisition of subsidiaries (ii)

 

Balance as of September 30, 2025

Cost:

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill (a)

-


982,359

 

 

 

 

-

 

 

356,041

 

1,338,400

Software

5


1,707,645

 

208,966

 

 

10,075

 

(28,355)

 

(2,458)

 

146,614

 

2,042,487

Customer contracts

16


 

 

 

 

 

(455)

 

860,204

 

859,749

Distribution rights

13


176,687

 

32,046

 

 

8,918

 

 

 

15,177

 

232,828

Brands

-


61,366

 

 

 

 

 

 

 

61,366

Trademark rights

30


121,001

 

24

 

 

8,991

 

 

 

 

130,016

Intangible assets in progress


 

9,895

 

 

(24)

 

(148)

 

(164)

 

33,999

 

43,558

Decarbonization credits (CBIO)

-


322

 

323,409

 

 

 

(307,429)

 

 

 

16,302

Others

3


10,611

 

61

 

 

5,072

 

 

 

76

 

15,820

 

 


3,059,991

 

574,401

 

 

33,032

 

(335,932)

 

(3,077)

 

1,412,111

 

4,740,526

Accumulated amortization:

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software


(1,013,618)

 

 

(197,098)

 

(1,171)

 

27,779

 

412

 

(103,340)

 

(1,287,036)

Customer contracts


 

 

(30,859)

 

-

 

 

330

 

(25,239)

 

(55,768)

Distribution rights


(110,819)

 

 

(5,650)

 

 

(1,449)

 

-

 

 

(117,918)

Trademark rights


(22,997)

 

 

(2,865)

 

(1,984)

 

257

 

 

 

(27,589)

Others


(4,227)

 

 

(5,439)

 

(3,184)

 

 

 

 

(12,850)

 

 


(1,151,661)

 

 

(241,911)

 

(6,339)

 

26,587

 

742

 

(128,579)

 

(1,501,161)

Intangible assets, net

 


1,908,330

 

574,401

 

(241,911)

 

26,693

 

(309,345)

 

(2,335)

 

1,283,532

 

3,239,365


(i) Refers to R$ 26,693 received in transfer from property, plant and equipment.
(ii) Involves the total amounts of acquisitions made by the Company, including Hidrovias do Brasil (see Note 27.b), MI TRR, and Postos Millenium.





Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended September 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


09/30/2025

 

12/31/2024

Goodwill on the acquisition of:

 


 

 

 

Hidrovias (27.b)

Hidrovias


360,436

 

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

Ultragaz Comercializadora de Energia (27.c)

Ultragaz


42,260

 

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

Mi TRR

Ipiranga


5,383

 

-

Serra Diesel

Ultrapar


1,413

 

1,413

TEAS

Ultracargo


797

 

797

 

 


1,338,400

 

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 nine-month period ended September 30, 2025, the Company did not identify any event that indicated the need to carry out an impairment test.


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


38




Ultrapar Participações S.A. and Subsidiaries

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


 a. Breakdown


 

 

 


 


 


 

 

Consolidated

Description

 

Index/Currency


Weighted average financial charges 2025 (p.a.)


Weighted average hedging instruments


Maturity

 

09/30/2025

 

12/31/2024

Foreign currency:

 

 


 


 


 

 

 

 

 

Notes in the foreign market

 

USD


5.3%


142.6% of DI (*)


2026 to 2029

 

4,074,138

 

4,710,980

Notes in the foreign market

 

USD


5.0%


CDI + 1.6% (**)


2031

 

926,576

 

Foreign loan

 

USD


4.6%


103.4% of DI


2025 to 2027

 

749,593

 

691,006

Foreign loan

 

SOFR + USD


0.9%


102.9% of DI


2026

 

537,371

 

Foreign exchange debentures

 

EUR


3.0%


104.4% of DI


2027

 

488,117

 

Foreign exchange debentures

 

USD


5.3%


101.7% of DI


2026

 

328,490

 

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

 

 


 


 


 

 

7,104,285

 

6,681,657

Brazilian Reais:

 

 


 


 


 

 

 

 

 

Debentures – CRA

 

IPCA


5.3%


103.1% of DI


2025 to 2032

 

2,637,729

 

2,456,111

Debentures

 

CDI + R$


1.0%


n/a


2026 to 2031

 

2,514,373

 

731,667

Debentures

 

IPCA


5.1%


102.5% of DI


2028 to 2031

 

1,129,167

 

534,706

CCB

 

CDI


103.5%


n/a


2027

 

803,694

 

1,464,624

Financing

 

R$


14.6%


106.6% of DI


2027

 

533,402

 

CDCA

 

CDI + R$


0.9%


n/a


2027

 

527,372

 

534,374

Debentures – CRA

 

Fixed rate


11.2%


104.3% of DI


2027

 

508,472

 

477,827

Debentures – CRA

 

CDI + R$


0.7%


n/a


2027

 

495,245

 

490,971

CDCA

 

CDI


109.0%


n/a


2026 to 2027

 

206,594

 

293,374

Constitutional Fund (FNE)

 

IPCA


2.9%


69.5% of DI


2028 to 2041

 

189,739

 

114,472

Constitutional Fund (FNO)

 

IPCA


3.1%


70.8% of DI


2028 to 2037

 

83,625

 

Debentures

 

IPCA


6.3%


n/a


2032 to 2034

 

 

80,048

Climate Fund

 

R$


9.4%


n/a


2025 to 2040

 

23,446

 

FINEP

 

TJLP


1.0%


n/a


2025 to 2032

 

28,297

 

679

Total in Brazilian Reais

 

 


 


 


 

 

9,681,155

 

7,178,853

Total in foreign currency and Brazilian Reais

 

 


 


 


 

 

16,785,440

 

13,860,510

Current

 

 


 


 


 

 

2,642,037

 

3,478,673

1 to 2 years

 

 


 


 


 

 

5,706,770

 

3,257,618

2 to 3 years

 

 


 


 


 

 

  2,679,164

 

1,557,888

3 to 4 years

 

 


 


 


 

 

  2,271,802

 

2,062,967

4 to 5 years

 

 


 


 


 

 

      435,599

 

2,130,651

More than 5 years

 

 


 


 


 

 

  3,050,068

 

1,372,713

Non-current

 

 


 


 


 

 

14,143,403

 

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 September 30, 2025

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


 

 

Consolidated

Balance as of December 31, 2024

 

13,860,510

Proceeds

 

4,960,091

Interest accrued

 

976,999 

Principal payment

 

(4,521,892)

Interest payment

 

(845,591)

Balance of acquired company (1)

 

3,297,191

Monetary variations and foreign exchange variations

 

(961,739)

Change in fair value

 

91,148

Gain on bond repurchase

 

(71,277)

Balance as of September 30, 2025

 

16,785,440


(i) Involves total amounts of acquisitions made by the Company, including Hidrovias do Brasil (see Note 27.b), MI TRR, and Postos Millenium.


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 September 30, 2025, the amount recognized in profit or loss was R$ 46,804 (R$ 14,190 as of September 30, 2024). The transaction cost incurred was R$ 68,412, of which R$ 11,166 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$ 91,522 (R$ 69,914 as of December 31, 2024).

b. Guarantees

As of September 30, 2025, there was R$ 83,625 (R$ 114,472 as of December 31, 2024) in financing that had real guarantees. There was also R$ 15,497,279 (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$ 99,643 as of September 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$ 114,094 (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 September 30, 2025, subsidiary Ipiranga did not have losses in connection with these collateral arrangements.





Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended September 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

Foreign loan

SOFR + USD

0.9%

102.9% of DI

Feb/25

Feb/26

USD 100,000

577,800

Quarterly

At final maturity

Cia Ultragaz

CCB

CDI

104.0%

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%

70.8% of DI

Apr/25

Feb/37

R$ 106,430

106,430

Monthly

Monthly after a 3-year grace period

Ultracargo Soluções Logísticas

Foreign loan

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%

72.9% of DI

May/25

Mar/40

R$ 11,499

11,499

Monthly

Monthly after a 3-month grace period

Ultragaz Energia Ltda. and subsidiaries

BNDES

R$

9.4%

72.9% of DI

May/25

Mar/40

R$ 11,499

11,499

Monthly

Monthly after a 3-month grace period

Ultragaz Energia Ltda. and subsidiaries

Foreign exchange debentures

EUR

3.0%

104.0% of DI

Jun/25

Feb/37

EUR 77,535

500,000

Annually

At final maturity

Ipiranga

Foreign loan

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

Foreign loan

USD

5.5%

108.8% of DI

Sept/25

Mar/27

USD 4,718

25,000

Semiannually

At final maturity

Serra Diesel

Foreign loan

USD

4.9%

102.4% of DI

Sept/25

Mar/27

USD 46,818

250,000

Semiannually

At final maturity

Cia Ultragaz


d. Covenants – Subsidiary Hidrovias

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 from paying the minimum mandatory dividends set forth by its 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 September 30, 2025, Hidrovias was above the mentioned ratios, not being allowed to issue new debts or distribute dividends above the minimum mandatory dividend as established in the Bylaws.





Ultrapar Participações S.A. and Subsidiaries

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


 

a. Trade payables

 

 

09/30/2025

 

12/31/2024

 

 

 

 

Domestic suppliers

2,224,859

 

2,558,813

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

46,244

 

23,432

Foreign suppliers

1,026,776

 

776,052

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

115,255

 

160,088

 

3,413,134

 

3,518,385


b. Trade payables - reverse factoring

As of September 30, 2025, there are no balances of trade payables – reverse factoring, and the balance of this account as of December 31, 2024 was R$ 1,014,504.

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 an annual valuation conducted by an independent actuary and reviewed by Management.

 

09/30/2025

 

12/31/2024

Health and dental care plan (1)

186,955

 

177,958

Indemnification of FGTS

36,131

 

32,420

Seniority bonus

1,987

 

1,795

Life insurance (2)

11,554

 

10,703

Total

236,627

 

222,876

Current

24,098

 

24,098

Non-current

212,529

 

198,778


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





Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended September 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 December 31, 2024

 

Additions

 

Reversals

 

Payments

 

Interest

 

Opening balance – acquisition of subsidiary (i)

 

Balance as of September 30, 2025

IRPJ and CSLL

32,946

 

289

 

(12,784)

 

(291)

 

277

 

 

20,437

Tax and social security

202,465

 

7,278

 

(44,096)

 

(31,274)

 

3,918

 

58,466

 

196,757

Civil, environmental and regulatory claims

161,972

 

109,022

 

(2,663)

 

(27,083)

 

86

 

27,417

 

268,751

Provision for indemnities

206,808

 

13,447

 

(63,967)

 

(10,026)  

 

2,958

 

 

149,220

Labor

54,169

 

9,724

 

(10,841)

 

(3,675)

 

782

 

9,545

 

59,704

Total

658,360

 

139,760

 

(134,351)

 

(72,349)

 

8,021

 

95,428

 

694,869

Current

47,788

 

 

 

 

 

 

 

 

 

 

 

66,818

Non-current

610,572

 

 

 

 

 

 

 

 

 

 

 

628,051


(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:


 

09/30/2025

 

12/31/2024

Tax

410,641

 

306,593

Labor

20,944

 

24,070

Civil, environmental and regulatory claims

48,965

 

115,413

 

480,550

 

446,076


In the period ended September 30, 2025, the monetary variation on escrow deposits amounted to R$ 34,081, 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$ 110,815 as of September 30, 2025 (R$ 174,408 as of December 31, 2024), of which R$ 34,259 (R$ 95,274 as of December 31, 2024) for labor claims, R$ 28,605 (R$ 26,074 as of December 31, 2024) for civil claims and R$ 47,950 (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$ 38,404 as of September 30, 2025 (R$ 32,400 as of December 31, 2024), of which R$ 13,273 (R$12,074 as of December 31, 2024) for labor claims, R$ 7,587 (R$7,007 as of December 31, 2024) for civil claims and R$ 17,543 (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 September 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)

09/30/2025

 

12/31/2024

Tax (b.1)

6,119,873

 

4,176,046

Civil (b.2)

846,345

 

815,203

Labor

367,584

 

293,938

 

7,333,802

 

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 was R$ 3,608,560 as of September 30, 2025 (R$ 2,386,927 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$ 1,852,550 as of September 30, 2025 (R$ 1,357,445 as of December 31, 2024). The main discussions include: i) credits considered undue in the amount of R$ 230,198 as of September 30, 2025 (R$ 94,640 as of December 31, 2024), ii) alleged non-payment of tax in the amount of R$ 440,566 as of September 30, 2025 (R$ 154,914 as of December 31, 2024); iii) conditioned fruition of tax incentive in the amount of R$ 242,029 as of September 30, 2025 (R$ 191,549 as of December 31, 2024); iv) inventory differences in the amount of R$ 226,471 as of September 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$ 239,269 as of September 30, 2025 (R$ 223,691 as of December 31, 2024).

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$ 206,361 as of September 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 remaining amount of possible tax proceedings, R$ 143,763 refers to Hidrovias as of September 30, 2025, and R$ 308,639 relates to other ongoing proceedings of the Company and its subsidiaries.

44




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended September 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$ 846,345 as of September 30, 2025 (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$ 39,067 as of September 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$ 88,602 as of September 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$ 62,292 (R$ 36,146 as of December 31, 2024), for which an indemnification asset was recorded, comprising R$ 195 as of September 30, 2025 (R$ 32,380 as of December 31, 2024) for tax claims, R$ 58,443 for civil claims (R$ 220 as of December 31 2024) and R$ 3,654 (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$ 88,512 as of September 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, February 26, 2025 and August 13, 2025, the Board of Directors confirmed the issuance of 191,778, 35,235, 67,679 and 342,691, 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, 792,065 shares linked to the subscription warrants – indemnification were canceled and not issued. As of September 30, 2025, R$ 17,077 was recorded as financial expense (financial income of R$ 15,625 as of September 30, 2024) due to the update of subscription warrants, and 2,579,497 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$ 56,672 (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 September 30, 2025

 

 

a. Share capital

 

As of September 30, 2025, the subscribed and paid-up capital consists of 1,115,849,873 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.

 

On April 16, 2025 the Ordinary General Meeting approved the increase in the Company's capital in the total amount of R$ 1,365,348, without the issuance of shares, through the incorporation into the share capital of part of the amounts recorded in the statutory reserve for investments.

 

On August 13, 2025, the Board of Directors confirmed the issuance of 342,691 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 Company-issued shares on B3 as of September 30, 2025 was R$ 21.97 (R$ 15.88 as of December 31, 2024).

 

As of September 30, 2025, there were 70,252,989 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 September 30, 2025, the balance of treasury shares granted with right of use was 18,200,012 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, which was completed on July 29, 2025. In 2024, 8,900,000 shares were acquired at an average cost of R$ 16.74 per share and, in 2025, 16,100,000 shares were acquired at an average cost of R$ 16.58 per share.

 

As of September 30, 2025, the balance was R$ 826,914 (R$ 596,400 as of December 31, 2024) and 29,194,512 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$ 17.45 per share.

 

 

 

09/30/2025

Balance of unrestricted shares held in treasury

 

29,194,512

Balance of treasury shares granted with right of use

 

18,200,012

Total balance of treasury shares as of September 30, 2025.

 

47,394,524

  

46

 



Ultrapar Participações S.A. and Subsidiaries

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


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, February 26, 2025 and August 13, 2025, there was an increase in the reserve in the amounts of R$ 5,631, R$ 821, R$ 1,126 and R$ 6,737, respectively, due to the partial exercise of the subscription warrants – indemnification (see Note 19).


e. Approval of dividends

 

On February 26, 2025, 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 Meeting on April 16, 2025.

 

On August 13, 2025, the Board of Directors approved the distribution of interim dividends in the amount of R$ 326,005 (R$ 0.30 per share), paid as from August 29, 2025, without remuneration or monetary variation.


 

 

 

09/30/2025

 

09/30/2024

Sales revenue:

 

 

 

Merchandise

105,125,179

 

100,791,943

Services rendered and others

2,481,520

 

1,330,417

Electricity (1)

536,993

 

Sales returns, rebates and discounts

(765,919)

 

(836,236)

Amortization of contract assets

(339,336)

 

(402,804)

 

107,038,437

 

100,883,320

Taxes on sales

(2,620,277)

 

(2,785,799)

Net revenue

104,418,160

 

98,097,521


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


 




Ultrapar Participações S.A. and Subsidiaries

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


 

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

 

09/30/2025

 

09/30/2024

 

09/30/2025

 

09/30/2024

Raw materials and materials for use and consumption

 

 

(95,421,037)

 

(90,182,122)

Personnel expenses

(210,315)

 

(179,817)

 

(2,088,533)

 

(1,910,863)

Freight and storage

-

 

 

(901,538)

 

(996,055)

Depreciation and amortization

(11,199)

 

(11,715)

 

(883,638)

 

(673,806)

Services provided by third parties

(66,491)

 

(55,285)

 

(531,881)

 

(532,272)

Purchase of electricity (a)

 

 

(451,094)

 

Decarbonization obligation (b)

 

 

(307,123)

 

(441,813)

Amortization of right-of-use assets

(2,188)

 

(2,101)

 

(266,781)

 

(230,157)

Advertising and marketing

(1,807)

 

(1,472)

 

(138,914)

 

(153,867)

Other expenses and income, net (c)

30,214

 

7,792

 

345,541

 

(121,461)

Shared Services Center/Holding expenses

275,245

 

233,160

 

 

Total

13,459

 

(9,438)

 

(100,644,998)

 

(95,242,416)

Classified as:

 

 

 

 

 

 

 

Cost of products and services sold

 

 

(97,651,246)

 

(91,646,046)

Selling and marketing

 

 

(1,853,859)

 

(1,884,131)

General and administrative

(38,302)

 

(36,355)

 

(1,626,953)

 

(1,374,833)

Other operating income (expenses), net

51,761

 

26,917

 

487,060

 

(337,406)

Total

13,459

 

(9,438)

 

(100,644,998)

 

(95,242,416)


(a) Refers to the purchase of electricity of subsidiary Ultragaz Comercializadora, 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$ 672,572, see Note 7.

 




Ultrapar Participações S.A. and Subsidiaries

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

 

 

 

Parent

 

Consolidated

 

09/30/2025

 

09/30/2024

 

09/30/2025

 

09/30/2024

Financial income:

 

 

 

 

 

 

 

Interest on financial investments

35,421

 

17,992

 

518,195

 

397,209

Interest from customers

 

 

118,597

 

125,068

Update of subscription warrants (see Note 19)

 

15,625

 

 

15,625

Selic interest on PIS/COFINS credits (a)

 

3

 

543,825

 

43,032

Update of provisions and other income

5,063

 

14,671

 

14,085

 

80,654

 

40,484

 

48,291

 

1,194,702

 

661,588

Financial expenses:

 

 

 

 

 

 

 

Interest on loans, financing and financial instruments

(1,149)

 

(911)

 

(1,651,355)

 

(927,726)

Interest on leases payable

(514)

 

(597)

 

(110,133)

 

(100,548)

Update of subscription warrants (see Note 19)

(17,077)

 

 

(17,077)

 

Bank charges, financial transactions tax, and other taxes

(443)

 

(12,627)

 

(112,919)

 

(105,905)

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

 

1,624

 

149,976

 

(117,428)

Update of provisions and other expenses

(135)

 

(8,137)

 

(65,604)

 

(6,759)

 

(19,318)

 

(20,648)

 

(1,807,112)

 

(1,258,366)

Total

21,166

 

27,643

 

(612,410)

 

(596,778)


(a) Include the result of financial income arising from extemporaneous credits recognized in the period of R$ 480,318, see Note 7.

 

 




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended September 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.

 

 

07/01/2025 to 09/30/2025

 

01/01/2025 to 09/30/2025

 

 

 

 

 

Continuing Operations

 

Discontinued Operations

 

Total

 

Continuing Operations

 

Discontinued Operations

 

Total

 

07/01/2024 to 09/30/2024

 

01/01/2024 to 09/30/2024

Basic earnings per share 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the year of the Company

710,984

 

(1,796)

 

709,188

 

2,143,327

 

(12,929)

 

2,130,398

 

651,582

 

1,520,971

Weighted average number of shares outstanding (in thousands)

1,086,560

 

1,086,560

 

1,086,560

 

1,089,584

 

1,089,584

 

1,089,584

 

1,103,872

 

1,102,117

Basic earnings per share - R$

0.6543

 

(0.0017)

 

0.6527

 

1.9671

 

(0.0119)

 

1.9552

 

0.5903

 

1.3800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the year of the Company

710,984

 

(1,796)

 

709,188

 

2,143,327

 

(12,929)

 

2,130,398

 

651,582

 

1,520,971

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

1,107,587

 

1,107,587

 

1,107,587

 

1,109,329

 

1,109,329

 

1,109,329

 

1,119,907

 

1,117,011

Diluted earnings per share - R$

0.6419

 

(0.0016)

 

0.6403

 

1.9321

 

(0.0117)

 

1.9204

 

0.5818

 

1.3616

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares (in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares for basic earnings per share

 

 

1,086,560

 

 

 

1,089,584

 

1,103,872

 

1,102,117

Dilution effect

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscription warrants

 

 

2,808

 

 

 

2,895

 

3,040

 

3,065

Stock plan

 

 

18,219

 

 

 

16,850

 

12,995

 

11,829

Weighted average number of shares for diluted earnings per share

 

 

1,107,587

 

 

 

1,109,329

 

1,119,907

 

1,117,011

 

Earnings per share were adjusted retrospectively by the issuance of 3,266,694 common shares due to the partial exercise of the rights conferred by the subscription warrants disclosed in Note 19.

 





Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended September 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:

 

 

09/30/2025

 

09/30/2024

Net revenue from sales and services:

 

 

 

Brazil

102,845,078

 

97,416,446

Europe

97,037

 

46,818

United States of America and Canada

577,326

 

352,865

Other Latin American countries

332,082

 

174,988

Oceania

411,900

 

-

Others

154,737

 

106,404

Total

104,418,160

 

98,097,521

 

 




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended September 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.

09/30/2025

Profit or loss

Ipiranga

Ultragaz

Ultracargo

Hidrovias (3)

Others (1) (2)

Subtotal

Segments

Eliminations

Total

Net revenue from sales and services

93,504,952

9,199,000

759,872

1,076,056

6,824

104,546,704

(128,544)

104,418,160

Transactions with third parties

93,504,816

9,198,054

638,403

1,076,056

831

104,418,160

104,418,160

Intersegment transactions

136

946

121,469

5,993

128,544

(128,544)

Cost of products and services sold

(89,448,697)

(7,406,541)

(323,055)

(596,231)

(97,774,524)

123,278

(97,651,246)

Gross profit

4,056,255

1,792,459

436,817

479,825

6,824

6,772,180

(5,266)

6,766,914

Operating income (expenses)

 

 

 

 

 

 

 

 

Selling and marketing

(1,378,941)

(474,243)

(6,463)

332

(1,859,315)

5,456

(1,853,859)

General and administrative

(847,098)

(305,925)

(121,920)

(153,490)

(202,569)

(1,631,002)

4,049

(1,626,953)

Gain (loss) on disposal of assets

46,720

(16,560)

39

3,799

7

34,005

34,005

Other operating income (expenses), net

405,912

21,140

10,042

(380)

50,346

487,060

487,060

Operating income (loss)

2,282,848

1,016,871

318,515

330,086

(145,392)

3,802,928

4,239

3,807,167

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

(15,765)

1,351

2,480

(67,161)

(36,631)

(115,726)

(115,726)

Amortization of fair value adjustments on associates acquisition

(1,208)

(1,208)

(1,208)

Gain on acquisition of control of associate

91,105

91,105

91,105

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

(15,765)

1,351

1,272

23,944

(36,631)

(25,829)

(25,829)

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

2,267,083

1,018,222

319,787

354,030

(182,023)

3,777,099

4,239

3,781,338

Depreciation and amortization (a)

347,698

247,209

95,708

170,237

13,592

874,444

(4,429)

870,015

Amortization of contractual assets with customers - exclusivity rights

339,335

1

339,336

339,336

Amortization of right-of-use assets

161,203

57,528

24,427

21,437

2,186

266,781

266,781

Amortization of fair value adjustments on associates acquisition

1,208

1,208

1,208

Total depreciation and amortization

848,236

304,738

121,343

191,674

15,778

1,481,769

(4,429)

1,477,340



(a) The amount is net of PIS and COFINS on depreciation in the amount of R$ 13,623.
(1) Includes in the line “General and administrative and Revenue from sale of goods” the amount of R$ 158,844 in 2025 (R$ 123,048 in 2024) of expenses related to Ultrapar's holding structure.
(2) The “Others” column refers to the parent Ultrapar and subsidiaries Imaven, Ultrapar International, UVC Investimentos and share of profit (loss) of joint venture 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).

 




Ultrapar Participações S.A. and Subsidiaries

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

 

09/30/2024

Profit or loss

Ipiranga

Ultragaz

Ultracargo

Others (1) (2)

Subtotal

Segments

Eliminations

Total

Net revenue from sales and services

89,239,239

8,220,852

792,730

7,051

98,259,872

(162,351)

98,097,521

Transactions with third parties

89,177,796

8,220,008

638,927

5,925

98,042,656

98,042,656

Intersegment transactions

61,443

844

153,803

1,126

217,216

(162,351)

54,865

Cost of products and services sold

(84,941,712)

(6,574,638)

(284,811)

(91,801,161)

155,115

(91,646,046)

Gross profit

4,297,527

1,646,214

507,919

7,051

6,458,711

(7,236)

6,451,475

Operating income (expenses)

 

 

 

 

 

 

 

Selling and marketing

(1,447,715)

(430,650)

(8,356)

(11)

(1,886,732)

2,601

(1,884,131)

General and administrative

(842,272)

(249,141)

(127,150)

(165,336)

(1,383,899)

9,066

(1,374,833)

Gain (loss) on disposal of assets

104,266

1,061

(36)

70

105,361

105,361

Other operating income (expenses), net

(398,235)

37,252

11,366

12,211

(337,406)

(337,406)

Operating income (loss)

1,713,571

1,004,736

383,743

(146,015)

2,956,035

4,431

2,960,466

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

(5,384)

572

2,420

(4,578)

(6,970)

(6,970)

Amortization of fair value adjustments on associates acquisition

(2,089)

(2,089)

(2,089)

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

(5,384)

572

331

(4,578)

(9,059)

(9,059)

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

1,708,187

1,005,308

384,074

(150,593)

2,946,976

4,431

2,951,407

Depreciation and amortization (a)

335,703

209,152

89,625

14,106

648,586

(4,431)

644,155

Amortization of contractual assets with customers - exclusivity rights

401,808

996

402,804

402,804

Amortization of right-of-use assets

158,042

47,590

22,397

2,128

230,157

230,157

Amortization of fair value adjustments on associates acquisition

2,090

2,090

2,090

Total depreciation and amortization

895,553

257,738

114,112

16,234

1,283,637

(4,431)

1,279,206

 

(a) The amount is net of PIS and COFINS on depreciation in the amount of R$ 29,652.



 



Ultrapar Participações S.A. and Subsidiaries

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

 

c. Assets by segment

 

09/30/2025

Assets

Ipiranga

Ultragaz

Ultracargo

Hidrovias (1)

Others (2)

Subtotal

Segments

Discontinued operations

Total

Investments

124,844

4,900

238,483

25,414

3,343

396,984

108,667

505,651

Property, plant and equipment

3,324,011

1,601,097

2,503,352

4,646,060

130,416

12,204,936

(375,992)

11,828,944

Intangible assets

1,113,278

325,185

286,201

1,405,829

271,708

3,402,201

(162,836)

3,239,365

Right-of-use assets

837,932

178,686

617,686

286,217

6,523

1,927,044

1,927,044

Other current and non-current assets

19,759,353

2,387,398

398,712

2,358,480

2,729,562

27,633,505

(278,925)

27,354,580

Assets held for sale

709,086

709,086

Total assets (excluding intersegment transactions)

25,159,418

4,497,266

4,044,434

8,722,000

3,141,552

45,564,670

45,564,670

 

12/31/2024

Assets

Ipiranga

Ultragaz

Ultracargo

Others (2)

Total

Subtotal

Segments

Investments

146,450

1,042

216,134

1,785,007

2,148,633

2,148,633

Property, plant and equipment

3,282,469

1,566,376

2,157,663

129,458

7,135,966

7,135,966

Intangible assets

1,017,405

333,652

283,598

273,675

1,908,330

1,908,330

Right-of-use assets

911,783

152,024

599,853

7,664

1,671,324

1,671,324

Other current and non-current assets

20,944,583

2,156,708

393,368

3,199,162

26,693,821

26,693,821

Total assets (excluding intersegment transactions)

26,302,690

4,209,802

3,650,616

5,394,966

39,558,074

39,558,074

 

(1) The “Hidrovias” column is composed of Hidrovias and its parent company Ultra Logística, 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 Imaven, Ultrapar 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 September 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

September 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

 

 

 

810,262


810,262

 

810,262

Securities and funds in local currency

4.a

 

 

 

1,007,837


1,007,837

 

1,007,837

Securities and funds in foreign currency

4.a

 

 

 

715,951


715,951

 

715,951

Financial investments

 

 

 

 

 

 


 

 

 

Securities and funds in local currency

4.b

Level 2

 

1,486,281

 


1,486,281

 

1,486,281

Securities and funds in foreign currency

4.b

 

 

 

2,612,573


2,612,573

 

2,612,573

Derivative financial instruments

 

 

 

 


 

Financial

26.f

Level 2

 

735,273

 


735,273

 

735,273

Operational

26.f

Level 2

 

100,857

 


100,857

 

100,857

Energy trading futures contracts

26.h

Level 2

 

659,889

 


659,889

 

659,889

Trade receivables

5.a

 

 

 

4,104,359


4,104,359

 

4,104,359

Reseller financing

5.a

 

 

 

1,411,089


1,411,089

 

1,411,089

Related parties

8

 

 

 

91,394


91,394

 

91,394

Other receivables and other assets

 

 

 

 

532,972


532,972

 

532,972

 

 

 

 

 

 

 


 

 

 

Total

 

 

 

2,982,300

 

11,286,437


14,268,737

 

14,268,737

 

 

 

 

 

 

 


 

 

 

Financial liabilities:

 

 

 

 

 

 


 

 

 

Financing and debentures

15.a

Level 2

 

7,102,080

 

9,683,360


16,785,440

 

16,713,321

Derivative financial instruments

 

 

 

 


 

Financial

26.f

Level 2

 

544,700

 


544,700

 

544,700

Operational

26.f

Level 2

 

37,289

 


37,289

 

37,289

Energy trading futures contracts

26.h

Level 2

 

345,088

 


345,088

 

345,088

Trade payables

16.a

 

 

 

3,413,134


3,413,134

 

3,413,134

Subscription warrants – indemnification

19

Level 1

 

56,672

 


56,672

 

56,672

Financial liabilities of customers

 

 

 

 

96,608


96,608

 

96,608

Contingent consideration

 

 

 

 

19,606


19,606

 

19,606

Related parties

8

 

 

 

2,875


2,875

 

2,875

Other payables

 

 

 

 

761,733


761,733

 

761,733

Total

 

 

 

8,085,829

 

13,977,316


22,063,145

 

21,991,026





Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended September 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

-

 

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


56




Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended September 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; and (ii) 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.





Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended September 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 September 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

09/30/2025

 

12/31/2024


Currency

09/30/2025

 

12/31/2024

Assets

 

 

 

 

 


 

 

 

 

Cash, cash equivalents, and financial investments

4.a

USD

3,837,398

 

3,428,520


DI

2,494,118

 

3,558,131

Trade receivables, net of allowance for expected credit losses

5.a

USD

155,063

 

27,393


-

 

Imports in progress

6

BRL/ USD

-

 

93,821


DI

 

Other assets in foreign currency

-

USD

107,184

 

21,028


-

 

 

 

 

4,099,645

 

3,570,762


 

2,494,118

 

3,558,131

Liabilities

 

 

 

 

 


 

 

 

 

Loans, financing and debentures (1)

15.a

USD/ EUR/ JPY

(7,134,218)

 

(6,681,657)


DI

(4,547,278)

 

(3,515,010)

Loans – FINEP

15.a

 

 


TJLP

(28,297)

 

(679)

Payables arising from imports

16.a

USD

(1,142,031)

 

(936,140)


-

 

Other liabilities in foreign currency

-

USD

(3,011)

 

(41,298)


 

 

 

 

(8,279,260)

 

(7,659,095)


(4,575,575)

 

(3,515,689)

Derivative instruments

26.f

USD / EUR / JPY

4,499,893

 

3,470,855


DI

(8,566,380)

 

(6,380,131)

 

 

 

320,278

 

(617,478)


(10,647,837)

 

(6,337,689)

Net liability position - equity

 

 

189,046

 


 

Net liability position - profit or loss

 

 

131,232

 

(617,478)


(10,647,837)

 

(6,337,689)


(1) Gross transaction costs of R$ 25,819 (R$ 7,807 as of December 31, 2024) and discount on notes in the foreign market of R$ 4,114 (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

5,012

 

(59,628)

Effect on equity

7,248

 

Total

12,260

 

(59,628)


(i) The average U.S. dollar rate of R$ 5.5256 was used for the sensitivity analysis, based on future market curves as of September 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$ 5.3186. The table above shows the effects of the exchange rate changes on the net asset position of R$ 320,278 (or US$ 60,218 using the closing rate) in foreign currency as of September 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 14.34% 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 September 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)

 

 

09/30/2025

 

12/31/2024

 

09/30/2025

 

12/31/2024

Commodity forward

 

(16,366)

 

(7,707)

 

(69,496)

 

(12,430)


(1) The table above shows the positions of derivative financial instruments to hedge commodity price risk as of September 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 September 30, 2025, by counterparty rating, is summarized below:

 

 

 

Fair value

Counterparty credit rating

 

09/30/2025

 

12/31/2024

AAA

 

7,158,014

 

7,557,385

AA

 

246,289

 

305,686

A

 

10,810

 

3,668

Others

 

53,921

 

162,338

Total

 

7,469,034

 

8,029,077

 

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 September 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 September 30, 2025, the Company and its subsidiaries had R$ 4,023,674 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 September 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)

3,376,640

11,154,241

3,854,893

3,904,675

22,290,449

Derivative instruments (3)

956,061

686,530

242,771

40,521

1,925,883

Trade payables

3,413,134

3,413,134

Leases payable

453,252

584,459

378,732

1,240,494

2,656,937

Financial liabilities of customers

77,980

62,001

139,981

Other payables

147,594

7,851

155,445

 

8,424,661

12,495,082

4,476,396

5,185,690

30,581,829


(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 September 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 September 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, financing and debentures (Note 15) and leases payable (Note 12.b), after deduction of cash, cash equivalents and financial investments (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.





Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended September 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

 

 

09/30/2025

 

12/31/2024

Gross debt and lease payable (a)

 

18,493,316

 

15,345,662

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

 

6,632,904

 

7,197,699

Financial instruments (c)

 

190,573

 

405,941

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

 

11,669,839

 

7,742,022

Equity

 

18,666,586

 

15,823,444

Net debt-to-equity ratio

 

62.52%

 

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 September 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 09/30/2025

 

Gains (losses) as of 09/30/2025

 

 

Assets

Liabilities

 

 

 

09/30/2025

 

Assets

 

Liabilities

 

Profit or loss

 

Fair value adjustment of debt - R$

Foreign exchange swap (1)

 

USD + 4.7%

102.9% DI

 

Mar/27

 

USD 198,760

 

1,511

 

(114,354)

 

(229,211)

 

(7,567)

Foreign exchange swap (1)

 

EUR + 3.0%

104.0% DI

 

Feb/37

 

EUR 77,535

 

 

(36,265)

 

(67,273)

 

1,139

Foreign exchange swap (1)

 

JPY + 1.5%

109.4% DI

 

-

 

 

 

 

(30,066)

 

(323)

Foreign exchange swap (1)

 

SOFR + 0.9%

102.9% DI

 

Feb/26

 

USD 100,000

 

 

(53,124)

 

(76,980)

 

(1,080)

Interest rate swap (1)

 

IPCA + 5.3%

102.5% DI

 

Jun/34

 

BRL 3,125,355

 

383,527

 

(9,595)

 

51,893

 

(95,175)

Interest rate swap (1)

 

IPCA + 3.0%

69.9% DI

 

Nov/41

 

BRL 358,871

 

 

(16,728)

 

(15,202)

 

47,700

Interest rate swap (1)

 

12.8%

104.7% DI

 

Apr/40

 

BRL 1,048,881

 

1,401

 

(24,958)

 

19,067

 

(39,530)

Commodity forward (1)

 

BRL

Heating Oil/ RBOB

 

Nov/26

 

USD 178,725

 

13,860

 

(21,710)

 

(3,188)

 

NDF (1)

 

BRL

USD

 

Dec/25

 

USD 363,895

 

3,464

 

(3,179)

 

19,232

 

 

 

 

 

 

 

 

Total - designated

 

403,763

 

(279,913)

 

(331,728)

 

(94,836)

Derivatives not designated as hedge accounting

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange swap

 

USD + 0.0%

52.5% CDI

 

Jun/29

 

USD 300,000

 

345,370

 

 

(199,572)

 

Foreign exchange swap

 

USD + 5.0%

CDI + 1.6%

 

Feb/31

 

USD 50,000

 

 

(12,164)

 

(80,348)

 

NDF

 

USD

BRL

 

Oct/25

 

USD 130,728

 

85,641

 

(5,707)

 

(33,274)

 

Commodity forward

 

BRL

Heating Oil/ RBOB

 

Feb/26

 

USD 1,257

 

1,356

 

(9,872)

 

13,059

 

Interest rate swap

 

USD + 5.3%

CDI - 1.4%

 

Jun/29

 

USD 300,000

 

 

(274,333)

 

(10,720)

 

 

 

 

 

 

 

 

Total - not designated

 

432,367

 

(302,076)

 

(310,855)

 

 

 

 

 

 

 

 

Total

 

836,130

 

(581,989)

 

(642,583)

 

(94,836)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

180,981

 

(205,539)

 

-

 

-

 

 

 

 

 

 

 

Non-current

 

655,149

 

(376,450)

 

-

 

-


(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 September 30, 2025

 

Derivatives designated as hedge accounting

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

Contracted rates

 

Maturity

 

Notional amount (3)

 

Fair value as of 12/31/2024

 

Gains (losses) as of 09/30/2024

 

 

Assets

Liabilities

 

 

 

12/31/2024

 

Assets

 

Liabilities

 

Profit or loss

 

Fair value adjustment of debt - R$

Foreign exchange swap (1)

 

USD + 5.5%

109.9% DI

 

Sept/25

 

USD 206,067

 

76,649

 

(3,808)

 

107,921

 

5,941

Foreign exchange swap (1)

 

EUR + 5.2%

109.4% DI

 

Mar/25

 

EUR 115,518

 

76,123

 

 

50,542

 

(1,308)

Foreign exchange swap (1)

 

JPY + 1.5%

109.4% DI

 

Mar/25

 

JPY 12,564,393

 

-

 

(45,826)

 

48,576

 

336

Interest rate swap (1)

 

SOFR + 1.3%

112.5% DI

 

Sept/25

 

USD 4,535

 

2,114

 

-

 

(445)

 

(209)

Interest rate swap (1)

 

5.1%

104.0% DI

 

Jun/32

 

BRL 2,660,000

 

189,155

 

 

(166,318)

 

166,941

Interest rate swap (1)

 

IPCA + 2.8%

69.5% DI

 

Nov/41

 

BRL 151,465

 

-

 

(3,321)

 

-

 

-

Interest rate swap (1)

 

10.5%

103.6% DI

 

Jul/27

 

BRL 525,791

 

 

(53,638)

 

(33,845)

 

29,757

Commodity forward (1)

 

BRL

Heating Oil/ RBOB

 

Dec/24

 

USD 5,753

 

3,104

 

(11,869)

 

(17,086)

 

NDF (1)

 

BRL

USD

 

Dec/24

 

USD 6,853

 

729

 

(6,022)

 

(33,034)

 

 

 

 

 

 

 

 

Total - designated

 

347,874

 

(124,484)

 

(43,689)

 

201,458

Derivatives not designated as hedge accounting

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange swap

 

USD + 0.0%

52.5% CDI

 

Jun/29

 

USD 300,000

 

465,032

 

 

142,658

 

NDF

 

USD

BRL

 

Sept/24

 

USD 15,425

 

13,546

 

(6,501)

 

42,881

 

Commodity forward

 

BRL

Heating Oil/ RBOB

 

Feb/25

 

USD 2,422

 

4,926

 

(3,867)

 

38,896

 

Interest rate swap

 

USD + 5.2%

CDI - 1.4%

 

Jun/29

 

USD 300,000

 

 

(306,748)

 

(84,475)

 

 

 

 

 

 

 

 

Total - not designated

 

483,504

 

(317,116)

 

139,960

 

 

 

 

 

 

 

 

Total

 

831,378

 

(441,600)

 

96,271

 

201,458

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

246,084

 

(74,087)

 

-

 

-

 

 

 

 

 

 

 

Non-current

 

585,294

 

(367,513)

 

-

 

-


(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 September 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 September 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

 

659,889

 

+10%

815,162

 

 

 

-10%

505,405

 

 

 

 

 

 

Financial liabilities

 

345,088

 

+10%

535,173

 

 

 

-10%

189,707


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





Ultrapar Participações S.A. and Subsidiaries

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


 

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.

 

During the period ended September 30, 2025, the acquisition of 11 out of 49 service stations was completed for a total amount of R$ 25,583, of which R$ 16,518 had previously been paid 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 99,790,131 shares of Hidrovias for R$159,171. Of this amount, 17,103,100 refer to common shares (HBSA3), in the amount of R$ 43,206, and 82,687,031 correspond to subscription rights (HBSA1 and HBSA9), in the amount of R$ 115,965, all linked to the capital increase in 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 acquired and liabilities assumed measured at fair value and the recognition of the accounting goodwill. Additionally, the Company does not expect 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 due to the ongoing analyses necessary to conclude the measurement of fair value of the identifiable assets and liabilities acquired. The Company predicts to conclude the process and perform the final allocation until the closing of the financial year 2025.






Ultrapar Participações S.A. and Subsidiaries

Graphics
Notes to the interim financial information
For the periods ended September 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

       4,419,200

Intangible assets, net

       912,191

Right-of-use asset, net

         331,202

Derivative instruments

               6,270

Liabilities

 

Loans and financing

       3,331,412

Trade payables

         104,490

Salaries and related charges

           46,246

Taxes payable, income and social contribution taxes payable

         126,869

Deferred tax liabilities

         561,393

Legal claims

            95,428

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


67




Ultrapar Participações S.A. and Subsidiaries

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


Goodwill based on expected future profitability

360,436

Non-controlling interests(1)

1,639,034

Assets and liabilities consolidated in the opening balance

2,009,334

Assets acquired

4,273,159

Liabilities assumed

(2,624,261)

Goodwill based on expected future profitability

360,436

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 September 30, 2025 was 55.04%.


From the date of acquisition until September 30, 2025, Hidrovias contributed to the Company with net revenue of R$ 1,163,310 and net income of R$ 170,841. If the acquisition had taken place on January 1, 2025, the Company would have consolidated net revenue of R$ 105,184,298 and net income of R$ 2,164,978.





Ultrapar Participações S.A. and Subsidiaries

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


c. Ultragaz Comercializadora de Energia (formerly WTZ Participações S.A.)

 

On September 1, 2024, through its subsidiary Cia Ultragaz, the Company acquired 51.7% of the voting capital of Ultragaz Comercializadora (formerly WTZ Participações S.A.), qualifying the transaction 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.

 

Ultragaz Comercializadora 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$ 44,806. The remaining transaction amount of R$ 578 was recorded under “Other payables”. The Company, based on applicable accounting standards and supported by an independent appraisal firm, calculated the definitive amounts for the purchase price allocation as of September 30, 2025, and determined the final goodwill in the amount of R$ 42,260.


The following table summarizes the consolidated balances of assets acquired and liabilities at the acquisition date, recognized at fair value:

 

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

19,504

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

3,221



Goodwill based on expected future profitability

42,260

Non-controlling interests

76,633

Assets and liabilities consolidated in the opening balance

124,288





Ultrapar Participações S.A. and Subsidiaries

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

Assets acquired

140,945

Liabilities assumed

58,917

Goodwill based on expected future profitability

42,260

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

44,806

Contingent consideration to be settled

578

Total consideration

124,288



Net cash outflow resulting from acquisition

 

Initial consideration in cash

55,000

Contingent consideration settled

44,806

Contingent consideration to be settled

578

Cash and cash equivalents acquired

(5,399)

Acquisition value

94,985


 

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 referring 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.

 

On September 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$ 71,720 related to the impairment, even in the absence of evidence of operational deterioration of the assets.






Ultrapar Participações S.A. and Subsidiaries

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


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

 

Allocation of impairment

108,667

Deferred income and social contribution taxes

(36,947)

Net impairment (1)

71,720

 

(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$ 48,056.


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

 

ASSETS

Cabotagem September/2025

 

Eliminations

 

Impact of impairment

 

Cessation of depreciation

 

Balance as of September 30, 2025

Cash and cash equivalents

15,860

 

 

 

 

15,860

Financial investments

879

 

 

 

 

879

Trade receivables

57,376

 

 

 

 

57,376

Inventories

18,903

 

 

 

 

18,903

Recoverable taxes

5,186

 

 

 

 

5,186

Recoverable income and social contribution taxes

26,106

 

 

 

 

26,106

Credits with related parties

61

 

(61)

 

 

 

Other assets

28,280

 

 

 

 

28,280

 

 

 

 

 

 

 

 

 

 

Total current assets

152,651

 

(61)

 

 

 

152,590

 

 

 

 

 

 

 

 

 

 

Financial investments

18,716

 

 

 

 

18,716

Credits with related parties

140

 

(140)

 

 

 

Escrow deposits

22,037

 

 

 

 

22,037

Deferred income tax and social contribution

51,458

 

 

36,947

 

(11,732)

 

76,673

Other assets

8,909

 

 

 

 

8,909

Property, plant and equipment

348,308

 

 

 

27,684

 

375,992

Intangible assets

156,013

 

 

(108,667)

 

6,823

 

54,169

Total non-current assets

605,581

 

(140)

 

(71,720)

 

22,775

 

556,496

 

 

 

 

 

 

 

 

 

 

Total assets

758,232

 

(201)

 

(71,720)

 

22,775

 

709,086

 

 

 

 

 

 

 

 

 

 





Ultrapar Participações S.A. and Subsidiaries

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

LIABILITIES AND EQUITY

Cabotagem September/2025

 

Eliminations

 

Impact of impairment

 

Cessation of depreciation

 

Balance as of September 30, 2025

Trade payables

15,535

 

 

 

 

15,535

Loans, financing and debentures

63,044

 

 

 

 

63,044

Social and labor obligations

4,671

 

 

 

 

4,671

Taxes payable

14,566

 

 

 

 

14,566

Income and social contribution taxes

4,519

 

 

 

 

4,519

Payables from related parties

891

 

(891)

 

 

 

Legal claims

63

 

 

 

 

63

Total current liabilities

103,289

 

(891)

 

 

 

102,398

 

 

 

 

 

 

 

 

 

 

Loans, financing and debentures

339,960

 

 

 

 

339,960

 

 

 

 

 

 

 

 

 

 

Total non-current liabilities

339,960

 

 

 

 

339,960

 

 

 

 

 

 

 

 

 

 

Share capital

265,557

 

(265,557)

 

 

 

Retained earnings (loss)

145,562

 

(96,617)

 

(71,720)

 

22,775

 

Accumulated other comprehensive income

(96,136)

 

96,136

 

 

 

Total equity

314,983

 

(266,038)

 

(71,720)

 

22,775

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and equity

758,232

 

(266,929)

 

(71,720)

 

22,775

 

442,358

 

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

 

 

Final balance as of 09/30/2025(1)

Net revenue from sales and services

87,254

Cost of services sold

(56,879)

 

 

Gross profit

30,375

 

 

Operating income (expenses)

 

General and administrative

(3,212)

Other operating income (expenses)

6,468

Impairment losses

(72,812)

Operating income (loss) before financial result and taxes

(39,181)

 

 

Financial income

5,020

Financial expenses

(4,766)

Financial result, net

254

 

 

Operating income (loss) before income and social contribution taxes

(38,927)

 

 

Income and social contribution taxes

 

Current

3,492

Deferred

11,945

Profit (loss) for the period

(23,490)





Ultrapar Participações S.A. and Subsidiaries

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


 

Final balance as of 09/30/2025(1)

Net cash provided by operating activities

26,833

Net cash used in investing activities

(21,728)

Net cash used in financing activities

(558)

Increase (Decrease) in cash and cash equivalents

4,547

 

(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 September 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$ 12,929.


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.

 

 

a. Completion of sale of the cabotage operation by Hidrovias

 

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”).  On November 1, 2025, after fulfilling the conditions precedent set forth in the sale agreement, the transaction was completed.

 

b. Agreement to acquire an interest in Virtu GNL

 

On October 24, 2025, the Company entered into an agreement to acquire a 37.5% interest in Virtu GNL Participações S.A. (“Virtu”), a company operating in two business segments:  (i) logistics of liquefied natural gas (LNG) for own use, and (ii) LNG-powered logistics services.  The amount to be disbursed will be R$ 102,500. 

 

The completion of this transaction is subject to regulatory approvals and fulfillment of conditions precedent that are usual for this type of operation.

 

c. Foreign loan obtained by Cia Ultragaz

 

On November 10, 2025, the subsidiary raised foreign financing (without financial covenants) in the amount of USD 111,859 (equivalent to R$ 600,000 on the transaction date), with financial charges of 4.11% p.a. and maturing on November 9, 2028. The subsidiary entered into hedging instruments against foreign exchange rate variations on American dollar, changing financial charges to 104.5% of the DI rate.



3Q25 Earnings Release
Graphics


São Paulo, November 12, 2025 Ultrapar Participações S.A. (B3: UGPA3 / NYSE: UGP, “Company” or “Ultrapar”), operating in energy, mobility, and logistics infrastructure through Ultragaz, Ipiranga, Ultracargo and Hidrovias do Brasil (B3: HBSA3), today announces its results for the third quarter of 2025.

 

Net revenue

Adjusted EBITDA 1

Recurring Adjusted EBITDA 1

R$ 37.1

billion

R$ 1.9

billion

R$ 1.8

billion

 

Net income

Cash generation from operations

Investments

R$ 0.8

billion

R$ 2.1

billion

R$ 756
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

Highlights

  • Continuity of good operating results of Ultrapar.

-  Strong operating cash generation across all businesses, totaling R$ 2.1 billion at Ultrapar

- Hidrovias’ record results.
  • Extraordinary tax credits of R$ 238 million at Ipiranga, related to the remaining portion of historical ICMS tax credits included in the PIS/COFINS calculation base.
  • Progress in combating irregularities in the fuel sector, highlighted by the Carbono Oculto Operation (August 2025), reinforcing the need for stricter legislation to combat crime and illegal practices in the sector.
  • Financial strength, with a rapid reduction in leverage after the consolidation of Hidrovias in May 2025, which decreased from 1.9x in 2Q25 to 1.7x in 3Q25, even after the payment of dividends of R$ 326 million in August.
  • Advances in the growth and strategic positioning agenda:

-

Completion of the expansion of the Santos terminal, adding 34,000 m³ of storage capacity at Ultracargo in October 2025.


- Closing of the sale of coastal navigation operation  by Hidrovias on November 1st for R$ 715 million, enabling focus on more synergistic and complementary businesses, while strengthening its financial position.

- Signing agreement to acquire a 37.5% stake in Virtu Participações for R$ 102.5 million, reinforcing the investment strategy in new sectors where Ultrapar can contribute to value creation, with high growth and profitability potential.

- Approval by CADE for the LPG port terminal in Pecém (CE), in partnership with Supergasbrás.
  • Ultra Day 2025 held for the first time at Ultrapar’s headquarters, an annual event with investors and analysts to present the Company’s strategy and its businesses. The presentation is available on the investor relations website, at: Ultra Day presentation.
3Q25 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 the three months period ended on September 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 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 preceded 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

3Q25

3Q24

2Q25

9M25

9M24

Net Income

772

698

1,151

2,286

1,645

(+) Income and social contribution taxes

255

308

341

844

710

(+) Net financial (income) expenses

401

108

31

612

597

(+) Depreciation and amortization1

449

275

388

1,137

874

EBITDA

1,878

1,389

1,910

4,879

3,826

Accounting adjustment

 

 

 

 

 

(+) Amortization of contractual assets with customers – exclusive  rights and amortization of fair value adjustments on associates acquisition

121

148

113

340

405

(+) MTM of energy futures contracts

(58)

-

42

(25)

-

(+/-) Hedge accounting

6

-

4

10

-

Adjusted EBITDA

1,946

1,537

2,070

5,205

4,231

Ipiranga

1,085

967

1,199

3,115

2,604

Ultragaz

463

448

442

1,298

1,263

Ultracargo

134

168

141

441

498

Hidrovias

332

9

323

516

9

Holding and other companies

 

 

 

 

 

  Holding

(51)

(52)

(56)

(161)

(145)

  Other companies

(17)

(4)

(12)

(38)

(14)

Extraordinary expenses/provisions from divestments

-

-

32

32

16

Non-recurring items that affected EBITDA

 

 

 

 

 

(-) Results from disposal of assets (Ipiranga)

(7)

(31)

(34)

(47)

(104)

(-) Credits and provisions (Ipiranga)

(185)

-

(487)

(673)

-

(-) Earn-out Stella (Ultragaz)

-

-

-

-

(17)

(-) Extraordinary expenses/provisions from divestments

-

-

(32)

(32)

(16)

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

29

-

(48)

(19)

-

Recurring adjusted EBITDA

1,783

1,506

1,468

4,434

4,093

Ipiranga

892

936

678

2,396

2,499

Ultragaz

463

448

442

1,298

1,246

Ultracargo

134

168

141

441

498

Hidrovias

361

9

276

498

9

Holding and other companies

 

 

 

 

 

  Holding

(51)

(52)

(56)

(161)

(145)

  Other companies

(17)

(4)

(12)

(38)

(14)

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


3Q25 Graphics

R$ million

ULTRAPAR

Quarter

Year-to-date

3Q25

3Q24

2Q25

3Q25 x 3Q24

3Q25 x 2Q25

9M25

9M24

9M25 x 9M24

Net revenue

37,088

35,358

34,088

5%

9%

104,505

98,098

7%

Cost of products sold

(34,588)

(33,076)

(31,933)

5%

8%

(97,708)

(91,646)

7%

Gross profit

2,501

2,282

2,155

10%

16%

6,797

6,451

5%

Selling, general and administrative

(1,175)

(1,092)

(1,189)

8%

-1%

(3,484)

(3,259)

7%

Results from disposal of assets

(16)

31

(28)

n/a

-44%

(39)

105

n/a

Other operating income (expenses), net

127

(111)

453

n/a

-72%

494

(337)

n/a

Adjusted EBITDA

1,946

1,537

2,070

27%

-6%

5,205

4,231

23%

Recurring Adjusted EBITDA 1

1,783

1,506

1,468

18%

21%

4,434

4,093

8%

Depreciation and amortization 2

(570)

(423)

(501)

35%

14%

(1,477)

(1,279)

15%

Financial Result

(401)

(108)

(31)

n/a

n/a

(612)

(597)

3%

Net income

772

698

1,151

11%

-33%

2,286

1,645

39%

Investments

756

519

544

46%

39%

1,716

1,437

19%

Cash flow from operating activities

2,129

780

939

173%

127%

3,071

1,505

104%

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$ 37,088 million (+5% vs 3Q24 and +9% vs 2Q25), driven by higher revenues from Ipiranga and Ultragaz and the consolidation of Hidrovia’s result from May 2025.

Recurring adjusted EBITDA – Total of R$ 1,783 million (+18% vs 3Q24), highlighting the consolidation of Hidrovias’ result and Ultragaz’s better result, partially offset by Ipiranga’s and Ultracargo’s lower EBITDA. Compared to 2Q25, recurring adjusted EBITDA increased 21%, with better results from Ipiranga, Ultragaz, and Hidrovias.

Results from the Holding and other companies – Negative result of R$ 68 million, driven by (i) R$ 51 million from the Holding expenses, which remained stable compared to 3Q24 and (ii) a negative result of R$ 17 million from other companies, mainly due to the worst performance of Refinaria Riograndense. 

Depreciation and amortization – Total of R$ 570 million (+35% vs 3Q24 and +14% vs 2Q25), mainly reflecting the effects of the consolidation of Hidrovias.

Financial result – Negative result of R$ 401 million (-R$ 293 million vs 3Q24), resulting from (i) higher debt due to the consolidation of Hidrovias and the increase in CDI, (ii) a negative one-off mark-to-market result of R$ 63 million in this quarter, and (iii) partially offset by the positive effect of R$ 134 million from the monetary adjustment of extraordinary tax credits during the quarter. Compared to 2Q25, there was a worsening of R$ 370 million, due to the revenue from monetary adjustment of extemporaneous credits, which were R$ 210 million lower, and the aforementioned one-off mark-to-market result.

Net income – Total of R$ 772 million (+11% vs 3Q24), reflecting the higher operating result and the recognition of extemporaneous tax credits, which were partially offset by higher financial expenses and higher depreciation and amortization. Compared to 2Q25, there was a 33% decrease, due to the lower volume of recognized extemporaneous tax credits and the increase in financial expenses.

 

3Q25 Graphics

Cash flow from operating activities – Operating cash generation of R$ 2,129 million, compared to R$ 780 million in 3Q24, due to better operating results, the consolidation of Hidrovias, and lower working capital investment, especially at Ipiranga and Ultragaz, even with the R$ 258 million investments for the settlement of draft discount in the quarter.

R$ million

IPIRANGA

Quarter

Year-to-date

3Q25

3Q24

2Q25

3Q25 x 3Q24

3Q25 x 2Q25

9M25

9M24

9M25 x 9M24

Total volume (‘000 m³)

6,170

6,123

5,733

1%

8%

17,480

17,556

0%

Diesel

3,284

3,283

2,925

0%

12%

8,984

9,049

-1%

Otto cycle

2,770

2,735

2,700

1%

3%

8,169

8,207

0%

Others1

116

105

107

10%

8%

327

300

9%

Net income

32,975

32,115

30,296

3%

9%

93,505

89,239

5%

Cost of products sold and service provided

(31,595)

(30,610)

(29,048)

3%

9%

(89,449)

(84,942)

5%

Gross profit

1,380

1,505

1,248

-8%

11%

4,056

4,298

-6%

Gross margin (R$/m³)

224

246

218

-9%

3%

232

245

-5%

Selling, general and administrative

(691)

(752)

(773)

-8%

-11%

(2,226)

(2,290)

-3%

Results from disposal of assets

7

31

34

-76%

-78%

47

104

-55%

Other operating income (expenses), net

115

(124)

396

n/a

-71%

406

(398)

-202%

Adjusted EBITDA

1,085

967

1,199

12%

-10%

3,115

2,604

20%

Adjusted EBITDA margin (R$/m³)

176

158

209

11%

-16%

178

148

20%

Non-recurring 2

(193)

(31)

(521)

515%

-63%

(719)

(104)

590%

Recurring Adjusted EBITDA

892

936

678

-5%

32%

2,396

2,499

-4%

Recurring Adjusted EBITDA margin (R$/m³)

145

153

118

-5%

22%

137

142

-4%

Depreciation and amortization 3

283

309

299

-8%

-5%

848

896

-5%

Recurring Adjusted LTM EBITDA

3,240

3,660

3,284

-11%

-1%

3,240

3,660

-11%

Recurring Adjusted LTM EBITDA margin (R$/m³)

138

155

140

-11%

-2%

138

155

-11%





 

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

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

3 Includes amortization with contractual assets with customers – exclusive rights


Operational performance – Volume increased by 1% compared to 3Q24, with a 1% increase in the Otto cycle (mainly in gasoline). Compared to 2Q25, the increase was 8%, resulting from growth in diesel volume, due to the seasonality and the effects of closed import parity (international prices under Petrobras prices) throughout the quarter. These factors were partially offset by the negative impacts also caused by irregularities in the fuel sector. Sales volume growth accelerated in September, a result of the beginning of market recovery after Carbono Oculto Operation, which is combating irregular companies in the sector.


Net revenues – Total of R$ 32,975 million in 3Q25 (+3% vs 3Q24 and +9% vs 2Q25), mainly due to the higher sales volume.

Cost of goods sold Total of R$ 31,595 million (+3% vs 3Q24 and +9% vs 2Q25), in line with the effect observed in net revenue.


3Q25 Graphics

Selling, general and administrative expenses – Total of R$ 691 million in 3Q25 (-8% vs 3Q24), with lower allowance for expected credit losses and lower marketing and personnel expenses (reduced headcount). Compared to 2Q25, expenses decreased by 11%, mainly due to lower level of contingencies.

Result from disposal of assets – Total of R$ 7 million in 3Q25 (-R$ 24 million vs 3Q24 and -R$ 26 million vs 2Q25), due to lower sale of real estate assets in the period.

Other operating results – Total of R$ 115 million (improvement of R$ 239 million vs 3Q24), due to the recognition of R$ 185 million in extraordinary tax credits and lower expenses with decarbonization credits, given the lower price level. Compared to 2Q25, there was a decrease of R$ 280 million, mainly due to the lower level of extraordinary tax credits between the periods.

Recurring adjusted EBITDA – Total of R$ 892 million (-5% vs 3Q24), impacted by lower margins, due to: (i) irregularities in the sector, highlighting the high level of naphtha imports for irregular sale as gasoline, (ii) inventory gain in 3Q24, (iii) partially offset by higher sales volume and lower expenses. Compared to 2Q25, there was a 32% increase, reflecting (i) closed import parity in 3Q25, (ii) inventory loss in 2Q25, (iii) higher sales volume, and (iv) lower expenses.

Investments – R$ 402 million was invested in 3Q25, allocated to the expansion and maintenance of its service stations and franchises network, in addition to investments towards enhancing the technology platform, focusing on the replacement of the ERP system.  Of the total invested, R$ 150 million refers to additions to fixed and intangible assets, R$ 198 million to contractual assets with customers (exclusive rights), and R$ 54 million of financing granted to customers, net of receipts.

R$ million

ULTRAGAZ

Quarter

Year-to-date

3Q25

3Q24

2Q25

3Q25 x 3Q24

3Q25 x 2Q25

9M25

9M24

9M25 x 9M24

Total volume (‘000 ton)

446

473

432

-6%

3%

1,285

1,311

-2%

Bottled

289

297

276

-3%

5%

823

831

-1%

Bulk

157

175

156

-11%

0%

462

480

-4%

Net revenues

3,209

3,027

3,127

6%

3%

9,199

8,221

12%

Cost of products sold

(2,531)

(2,422)

(2,548)

5%

-1%

(7,407)

(6,575)

13%

Gross profit

678

605

579

12%

17%

1,792

1,646

9%

Selling, general and administrative

(270)

(241)

(263)

12%

3%

(780)

(680)

15%

Results from disposal of assets

0

0

(17)

15%

n/a

(17)

1

n/a

Other operating income (expenses), net

4

13

1

-67%

n/a

21

37

-43%

Operating income

413

377

301

9%

37%

1,017

1,005

1%

MTM of energy futures contracts

(58)

-

42

n/a

n/a

(25)

-

n/a

Adjusted EBITDA 1

463

448

442

3%

5%

1,298

1,263

3%

Adjusted EBITDA margin (R$/ton)

1,039

948

1,023

10%

2%

1,011

963

-43%

Non-recurring 2

-

-

-

n/a

n/a

-

(17)

n/a

Recurring Adjusted EBITDA 1

463

448

442

3%

5%

1,298

1,246

4%

Recurring Adjusted EBITDA margin (R$/ton)

1,039

948

1,023

10%

2%

1,011

950

3%

Depreciation and amortization

108

71

99

52%

9%

305

258

18%

Recurring Adjusted LTM EBITDA1

1,740

1,652

1,725

5%

1%

1,740

1,652

5%

Recurring Adjusted LTM EBITDA margin (R$/ton)

1,011

953

987

6%

2%

1,011

953

6%


1 Includes contribution from the result of new energies

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


 

3Q25 Graphics

Operational performance – The volume of LPG sold totaled 446 thousand tons in 3Q25 (-6% vs 3Q24), with a 3% decrease in the bottled segment and an 11% decrease in the bulk segment, reflecting the competitive dynamics of the market, which continued to be affected by the pass-through of increased costs from Petrobras auctions, in addition to lower market demand, especially in the industry segment, due to the economic slowdown. Compared to 2Q25, sales volume was 3% higher, reflecting the typical seasonality between the periods.

Net revenues – Total of R$ 3,209 million (+6% vs 3Q24), due to the pass-through of inflation and increased costs of LPG, in addition to higher revenue resulting from the consolidation and growth of the new energy segment, partially offset by lower sales volume. Compared to 2Q25, net revenues increased by 3%, mainly due to higher sales volume.

Cost of goods sold – Total of R$ 2,531 million (+5% vs. 3Q24), mainly impacted by the rising cost of LPG and the costs related to the new energies segment.  These effects were partially offset by the lower sales volume during the period. Compared to 2Q25, there was a 1% decrease, mainly due to the positive effect of the mark-to-market of energy futures contracts, which offset the impact of the higher sales volume.

Selling, general and administrative expenses – Total of R$ 270 million (+12% vs. 3Q24), due to higher expenses with advertising and marketing and with personnel (collective bargaining agreement and consolidation of the new energies segment).  Compared to 2Q25, expenses increased by 3%, mainly due to higher expenses for advertising and marketing.

Other operating results – Total of R$ 4 million in 3Q25 (-R$ 8 million vs 3Q24), a decrease due to lower revenues from indemnities and contractual penalties.

Recurring Adjusted EBITDA – Total of R$ 463 million in 3Q25 (+3% vs 3Q24), mainly due to the pass-through of inflation and the growth of the new energies segment, despite lower LPG sales volume. Compared to Q2 2025, the 5% increase mainly reflects the higher sales volume.

Investments – R$ 109 million was invested in 3Q25, mainly directed towards the expansion of the biomethane and bulk segment, the acquisition and replacement of bottles, as well as improvements related to infrastructure, safety and technology.

R$ million

ULTRACARGO

Quarter

Year-to-date

3Q25

3Q24

2Q25

3Q25 x 3Q24

3Q25 x 2Q25

9M25

9M24

9M25 x 9M24

Installed capacity1 (‘000 m³)

1,097

1,067

1,067

3%

3%

1,077

1,067

1%

m³ sold (‘000 m³)

3,845

4,357

3,703

-12%

4%

11,573

12,860

-10%

Net revenues

243

266

247

-9%

-2%

760

793

-4%

Cost of service provided

(115)

(97)

(104)

19%

11%

(323)

(285)

13%

Gross profit

127

169

142

-25%

-11%

437

508

-14%

Gross margin (%)

52%

63%

58%

-11.1p.p.

-5.3p.p.

57%

64%

-6.6p.p.

Selling, general and administrative

(41)

(45)

(45)

-8%

-8%

(128)

(136)

-5%

Results from disposal of assets

(0)

(0)

(0)

-98%

-89%

0

(0)

-208%

Other operating income (expenses), net

3

6

5

-50%

-32%

10

11

-12%

Adjusted EBITDA

134

168

141

-20%

-5%

441

498

-11%

Adjusted EBITDA margin (%)

55%

63%

57%

-7.8p.p.

-1.7p.p.

58%

63%

-4.8p.p.

Adjusted EBITDA margin (R$/ m³ capacity)

41

52

44

21%

-7%

46

52

-12%

Depreciation and amortization2

46

39

38

19%

20%

121

114

6%

Adjusted LTM EBITDA

611

653

644

-6%

-5%

611

653

-6%

Adjusted LTM EBITDA (%)

59%

62%

60%

-3.6p.p.

-1.9p.p.

59%

62%

-3.6p.p.


Monthly average

2 Includes amortization of fair value adjustments on associates acquisition


 

3Q25 Graphics

Operational performance – The average installed capacity increased by 3%, with the addition of 23 thousand m³ in Palmeirante and 7 thousand m³ in Rondonópolis. The billed volume was 12% lower than in 3Q24, reflecting lower demand for storage in fuel imports, which resulted in lower handling in Santos, Itaqui and Suape. This impact was partially offset by higher volume handled in Opla. Compared to 2Q25, the billed volume increased by 4%, resulting from higher handling in Opla and Rondonópolis, partially offset by a decrease in handling of fuels in Santos.

Net revenues – Total of R$ 243 million (-9% vs 3Q24), reflecting the effects of volume mentioned above, even with better tariffs. Compared to 2Q25, there was a 2% decrease, due to the worst sales mix.

Cost of services provided – Total of R$ 115 million (+19% vs 3Q24 and +11% vs 2Q25), with higher costs with depreciation due to the conclusion of expansions, pre-operational costs and costs with the start of operation at Palmeirante, which is still in its ramp-up phase, and increased maintenance.

Selling, general and administrative expenses – Total of R$ 41 million (-8% vs 3Q24 and -8% vs 2Q25), with lower personnel expenses (mainly variable compensation, in line with lower operating result).

Adjusted EBITDA – Total of R$ 134 million in 3Q25 (-20% vs 3Q24), mainly explained by lower billed volume, due to lower demand for storage in fuel import by our customers, and higher pre-operational costs and costs with the start of operation at Palmeirante (in ramp-up), partially offset by better tariffs. Compared to 2Q25, there was a 5% decrease explained by the worst sales mix, in addition to higher operating costs.

Investments – R$ 169 million was invested in 3Q25, primarily allocated to capacity expansion projects at the terminals of Itaqui and Suape.

R$ million

HIDROVIAS DO BRASIL

Quarter

Year-to-date

3Q25

3Q24

2Q25

3Q25 x 3Q24

3Q25 x 2Q25

9M25

9M24

9M25 x 9M24

Total volume (thousand ton)

5,182

3,981

4,922

30%

5%

14,266

12,490

14%

Net revenue

705

463

684

52%

3%

1,931

1,420

36%

  Net operating revenue

711

488

690

46%

3%

1,956

1,484

32%

  Hedge accounting

(6)

(25)

(6)

-77%

-7%

(25)

(64)

-60%

Operating costs

(300)

(266)

(300)

13%

0%

(850)

(765)

11%

Depreciation and amortization (costs)

(83)

(84)

(85)

-2%

-2%

(256)

(241)

6%

Gross profit

322

113

300

186%

8%

824

414

99%

Gross margin (%)

46%

24%

44%

22 p.p.

     2 p.p.

43%

29%

14 p.p.

General and administrative

(76)

(69)

(55)

10%

39%

(186)

(199)

-7%

Depreciation and amortization (expenses)

(7)

(28)

(8)

-77%

-20%

(24)

(64)

-63%

Results from disposal of assets

(23)

(0)

(48)

n/a

-51%

(106)

(1)

n/a

Other operating income (expenses), net

3

11

4

-69%

-14%

15

21

-32%

Adjusted EBITDA

332

169

304

97%

9%

856

556

54%

Adjusted EBITDA margin (%)

47%

35%

44%

12 p.p.

3 p.p.

44%

37%

6 p.p.

Non-recurring 1

29

-

44

n/a

-33%

109

30

n/a

Recurring Adjusted EBITDA

361

169

348

114%

4%

965

586

65%

Recurring adjusted EBITDA margin (%)

51%

35%

50%

16 p.p.

0 p.p.

49%

39%

10 p.p.

Depreciation and amortization

90

113

93

-20%

-4%

281

306

-8%


1 Non-recurring items for 3Q25 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 in 2Q25 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.


 

3Q25 Graphics

Operational performance – Total volume handled increased by 30% vs 3Q24 and 5% vs 2Q25, highlighting the normalization of navigation and the resulting recovery in iron ore volume in the South Corridor.

Net revenue (ex-hedge accounting) – Total of R$ 711 million in 3Q25 (46% vs 3Q24 and +3% vs 2Q25) mainly reflecting the higher volume handled in the South Corridor and a better sales mix.

Cost of services provided – Total of R$ 383 million in 3Q25 (+9% vs 3Q24 and stable vs 2Q25). Excluding depreciation and amortization costs, they totaled R$ 300 million in 3Q25 (13% vs 3Q24 and stable vs 2Q25), mainly due to the higher volume handled in the period.

General and administrative expenses – Total of R$ 83 million (-15% vs 3Q24 and +31% vs 2Q25). Excluding depreciation and amortization expenses, they totaled R$ 76 million in 3Q25 (+10% vs 3Q24 and +39% vs 2Q25), a growth mainly due to the higher variable compensation expenses, in line with the progression of results.

Recurring Adjusted EBITDA – Total of R$ 361 million in 3Q25 (+ 114% vs 3Q24 and +4% vs 2Q25), a record result for the company due to better navigability conditions in the South Corridor and a better sales mix.

Investments – R$ 69 million was invested in 3Q25 (in line with 3Q24 and -24% vs 2Q25) allocated to the modular expansion projects in the North Corridor and the docking of one of the Coastal Navigation ships.

R$ million

ULTRAPAR Indebtedness

Quarter

3Q25

3Q24

2Q25

Cash and cash equivalents1

6,668

7,370

6,437

Gross debt1

(17,188)

(13,848)

(17,618)

Leases payable

(1,708)

(1,489)

(1,749)

Derivative financial instruments1

185

-

295

Net debt

(12,043)

(7,968)

(12,635)

Adjusted LTM EBITDA2

7,058

5,955

6,779

Net debt/Adjusted LTM EBITDA2

1.7x

1.3x

1.9x

Trade payables – reverse factoring (draft discount)

-

(1,291)

(258)

Financial liabilities of customers (vendor)

(97)

(211)

(122)

Net debt + draft discount + vendor + receivables

(12,140)

(9,470)

(13,015)

Average gross debt duration (years)

3,6

3,3

3,6

Average cost of gross debt

102% DI

110% DI

107% DI

DI +0.3%

DI + 1.0%

DI + 0.9%

Average cash yield (% DI)

96%

97%

99%

 

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 3Q25 with a net debt of R$ 12,043 million (1.7x Adjusted LTM EBITDA), a decrease compared to the R$ 12,635 million recorded in the immediately preceding quarter (1.9x Adjusted LTM EBITDA). This improvement reflects the solid cash generation during the period, which more than offset the payment of R$ 326 million in dividends made in August 2025 and the reduction of R$ 258 million in the reverse factoring balance. The reduction in leverage reflects lower net debt and higher Adjusted LTM EBITDA.



3Q25 Graphics

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


Graphics


Graphics

Updates on ESG themes

Business

Ultragaz won the 3rd place in the SP Carbon Zero Award, in the Energy Transition category, with the Off-Grid Biomethane project, which replaces natural gas with a 100% renewable source. The initiative has already prevented the emission of more than 24,500 tons of CO₂ equivalent and has received R$50 million in investments for expansion and technological development. This recognition reinforces Ultragaz’s commitment to innovative and sustainable solutions for the Brazilian energy matrix.

Ultracargo has been recognized with the Gold Seal of the SP Carbon Zero Commitment, granted by the Government of São Paulo, being the only company in the storage sector to receive this distinction. The recognition highlights consistent actions in reducing and offsetting emissions, reinforcing its commitment to the transition to a low-carbon economy.

Hidrovias has strengthened its corporate governance by updating its Code of Ethics and Anti-Corruption Policy, incorporating guidelines on data protection and the responsible use of artificial intelligence. It also implemented the new Corporate Competition Policy, strengthening compliance and integrity practices in line with the highest regulatory and ethical standards.


3Q25 Graphics


ULTRAPAR - Capital markets

Quarter

3Q25

3Q24

2Q25

Final number of shares (‘000 shares)

1,115,850

1,115,440

1,115,507

Market cap1 (R$ million)

24,515

29,564

19,566

B3

 

 

 

Average daily trading volume (‘000 shares)

5,302

5,393

5,872

Average daily financial volume (R$ thousand)

97,953

122,972

99,322

Average share price (R$/share)

18.47

22.80

16.91

NYSE

 

 

 

Quantity of ADRs2 (‘000 ADRs)

70,253

59,258

67,360

Average daily trading volume (‘000 ADRs)

1,898

1,211

1,962

Average daily financial volume (US$ thousand)

6,464

4,954

5,928

Average share (US$/ADRs)

3.41

4.09

3.02

Total

 

 

 

Average daily trading volume (‘000 shares)

7,200

6,604

7,834

Average daily financial volume (R$ thousand)

133,139

150,482

132,869


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 3Q25 (-12% vs 3Q24). Ultrapar’s shares showed strong appreciation during the quarter, closing 3Q25 at R$ 21.97 on B3, up 25% in the quarter, while Ibovespa index appreciated by 5%. On the NYSE, Ultrapar’s shares also rose 25%, while the Dow Jones index appreciated by 5% in the quarter. As a result, Ultrapar ended the quarter with a market cap of R$ 24.5 billion. 

UGPA3 x Ibovespa performance

(Base 100)

Graphics

Source: Broadcast

3Q25 Conference call

Ultrapar will host a conference call with analysts and investors on November 13, 2025, to comment on the Company’s performance in the third 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) / 9:00 (EDT) 

Access link via Zoom

Participants in Brazil and international: Click here.

3Q25 Graphics


R$ million

ULTRAPAR - Balance sheet

Sep 25

Sep 25

Continued

Sep 25

Discontinued


Sep 24


Jun 25

Jun 25

Continued

Jun 25

Discontinued

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

2,550

2,534

16

 

3,855

 

2,909

2,897

12

Financial investments

1,491

1,490

1

 

377

 

1,089

1,088

1

Derivative instruments1

181

181

-

 

-

 

157

157

-

Trade receivables and reseller financing

4,270

4,212

57

 

4,127

 

4,278

4,233

45

Trade receivables - sale of subsidiaries

-

-

-

 

-

 

-

-

-

Inventories

3,843

3,824

19

 

4,742

 

4,055

4,039

17

Recoverable taxes

2,024

1,992

31

 

1,694

 

2,336

2,309

27

Energy trading futures contracts

236

236

-

 

140

 

226

226

-

Prepaid expenses

166

166

-

 

127

 

211

211

-

Contractual assets with customers – exclusive rights

663

663

-

 

744

 

644

644

-

Others

317

289

28

 

359

 

382

353

29

Assets held for sale

-

709

-

 

-

 

-

700

-

Total current assets

15,741

16,297

153

 

16,166

 

16,288

16,857

130

Financial Investments and other financial assets

2,628

2,609

19

 

3,137

 

2,439

2,420

19

Derivative instruments1

655

655

-

 

-

 

635

635

-

Trade receivables and reseller financing

797

797

-

 

710

 

761

761

-

Deferred income and social contribution taxes

925

849

77

 

1,326

 

976

896

80

Recoverable taxes

3,924

3,924

-

 

2,629

 

3,614

3,614

0

Energy trading futures contracts

424

424

-

 

205

 

314

314

-

Escrow deposits

503

481

22

 

1,052

 

492

471

21

Prepaid expenses

57

57

-

 

56

 

57

57

-

Contractual assets with customers - exclusive rights

1,473

1,473

-

 

1,399

 

1,444

1,444

-

Related parties

91

91

-

 

45

 

60

60

-

Other receivables

415

406

9

 

268

 

393

387

6

Investments in subsidiaries, joint ventures and associates

397

506

(109)

 

1,720

 

430

510

(80)

Right-of-use assets

1,927

1,927

-

 

1,691

 

1,940

1,940

-

Property, plant and equipment

12,205

11,829

376

 

6,756

 

11,943

11,583

360

Intangible assets

3,402

3,239

163

 

2,162

 

3,823

3,660

163

Total non-current assets

29,824

29,268

556

 

23,156

 

29,321

28,751

569

Total assets

45,565

45,565

709

 

39,322

 

45,608

45,608

700

Liabilities

 

 

 

 

 

 

 

 

 

Trade payables

3,429

3,413

16

 

3,051

 

2,876

2,855

20

Trade payables - reverse factoring

-

-

-

 

1,291

 

258

258

-

Loans, financing and debentures

2,705

2,642

63

 

3,386

 

3,095

3,031

64

Derivative instruments1

206

206

-

 

-

 

157

157

-

Salaries and related charges

549

544

5

 

466

 

442

438

3

Taxes payable

543

524

19

 

529

 

593

573

19

Leases payable

336

336

-

 

321

 

376

376

-

Energy trading futures contracts

175

175

-

 

92

 

176

176

-

Financial liabilities of customers (vendor)

76

76

-

 

126

 

93

93

-

Dividends payable

17

17

-

 

62

 

86

86

-

Others

535

535

-

 

967

 

764

764

-

Liabilities held for sale

-

442

-

 

-

 

-

472

-

Total current liabilities

8,570

8,910

102

 

10,292

 

8,914

9,280

107

Loans, financing and debentures

14,483

14,143

340

 

10,462

 

14,523

14,158

365

Derivative instruments1

376

376

-

 

-

 

295

295

-

Energy trading futures contracts

170

170

-

 

57

 

107

107

-

Provision for tax, civil and labor risks

628

628

-

 

1,242

 

625

625

-

Post-employment benefits

213

213

-

 

255

 

209

209

-

Leases payable

1,371

1,371

-

 

1,168

 

1,374

1,374

-

Financial liabilities of customers (vendor)

21

21

-

 

84

 

30

30

-

Related parties

3

3

-

 

4

 

4

4

-

Others

1,063

1,063

-

 

410

 

1,132

1,132

-

Total non-current liabilities

18,328

17,988

340

 

13,681

 

18,298

17,933

365

Total liabilities

26,898

26,898

442

 

23,973

 

27,212

27,212

472

EQUITY

 

 

 

 

 

 

 

 

 

Share capital

7,987

7,987

-

 

6,622

 

6,622

6,622

-

Reserves

7,243

7,243

-

 

6,999

 

8,602

8,602

-

Treasury shares

(827)

(827)

-

 

(449)

 

(810)

(810)

-

Others

1,985

1,985

-

 

1,532

 

1,660

1,660

-

Non-controlling interests in subsidiaries

2,279

2,279

-

 

645

 

2,322

2,322

-

Total equity

18,667

18,667

-

 

15,348

 

18,396

18,396

-

Total liabilities and Equity

45,565

45,565

442

 

39,322

 

45,608

45,608

472

Cash and cash equivalents

6,668

 

 

 

7,370

 

6,437

 

 

Gross debt

(17,188)

 

 

 

(13,848)

 

(17,618)

 

 

Derivative financial instruments1

185

 

 

 

-

 

295

 

 

Leases payable

(1,708)

 

 

 

(1,489)

 

(1,749)

 

 

Net debt

(12,043)

 

 

 

(7,968)

 

(12,635)

 

 

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


3Q25 Graphics

 

R$ million

ULTRAPAR Income statement

3Q25

Continued op.

Discontinued op.

 

3Q24

 

2Q25

Continued op.

Discontinued op.

 

9M25

 

9M24

 

 

 

 

Net revenues from sales and services

37,088

37,034

54

 

35,358

 

34,088

34,055

33

 

104,505

 

98,098

Cost of products sold and services provided

(34,588)

(34,556)

(31)

 

(33,076)

 

(31,933)

(31,907)

(26)

 

(97,708)

 

(91,646)

Gross Profit

2,501

2,478

23

 

2,282

 

2,155

2,148

7

 

6,797

 

6,451

Operating revenues (expenses)

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

(604)

(604)

-

 

(671)

 

(649)

(649)

-

 

(1,854)

 

(1,884)

General and administrative

(571)

(569)

(2)

 

(421)

 

(541)

(539)

(1)

 

(1,630)

 

(1,375)

Results from disposal of assets

(16)

13

(29)

 

31

 

(28)

15

(44)

 

(39)

 

105

Other operating income (expenses), net

127

124

3

 

(111)

 

453

450

3

 

494

 

(337)

Operating income

1,437

1,441

(5)

 

1,111

 

1,391

1,425

(35)

 

3,768

 

2,960

Financial result

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial income

375

373

2

 

221

 

648

644

3

 

1,200

 

662

Financial expenses

(777)

(774)

(2)

 

(329)

 

(678)

(676)

(3)

 

(1,812)

 

(1,258)

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

 

 

 

 

 

 

 

 

 

 

 

 

 

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

(8)

(8)

-

 

4

 

41

41

-

 

(116)

 

(7)

Amortization of fair value adjustments on associates acquisition

(0)

(0)

-

 

(0)

 

(0)

(0)

-

 

(1)

 

(2)

Gain (loss) on obtaining control of an affiliate

-

-

-

 

-

 

91

91

-

 

91

 

-

Income before taxes and social contribution taxes

1,027

1,032

(5)

 

1,006

 

1,492

1,526

(34)

 

3,130

 

2,355

Income and social contribution taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

Current 

(252)

(253)

1

 

(366)

 

(304)

(307)

3

 

(720)

 

(760)

Deferred 

(3)

(5)

2

 

58

 

(37)

(47)

10

 

(123)

 

51

Net income 

772

775

(2)

 

698

 

1,151

1,172

(21)

 

2,286

 

1,645

Net income attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders of Ultrapar

709

709

-

 

652

 

1,088

1,088

-

 

2,130

 

1,521

Non-controlling interests in subsidiaries

63

63

-

 

47

 

62

62

-

 

156

 

124

Adjusted EBITDA

1,946

1,945

1

 

1,537

 

2,070

2,097

(27)

 

5,205

 

4,231

Non-recurring1

(164)

(193)

29

 

(31)

 

(601)

(645)

44

 

(770)

 

(137)

Recurring Adjusted EBITDA

1,783

1,753

30

 

1,506

 

1,468

1,452

17

 

4,434

 

4,093

Depreciation and amortization2

570

570

-

 

423

 

501

493

8

 

1,477

 

1,279

Total invesments3

756

740

16

 

519

 

543

535

8

 

1,716

 

1,437

MTM of energy futures contracts

(58)

(58)

-

 

-

 

42

42

-

 

(25)

 

-

Cash flow hedge

6

-

6

 

-

 

4

4

-

 

10

 

-

RATIOS

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share (R$)

0.65

 

 

 

0.59

 

0.30

 

 

 

1.26

 

1.38

Net debt / Adjusted LTM EBITDA4

1.7x

 

 

 

1.3x

 

1.9x

 

 

 

1.7x

 

1.3x

Gross margin (%)

6.7%

 

 

 

6.5%

 

6.3%

 

 

 

6.5%

 

6.6%

Operating margin (%)

3.9%

 

 

 

3.1%

 

4.1%

 

 

 

3.6%

 

3.0%

Adjusted EBITDA margin (%)

5.2%

 

 

 

4.3%

 

6.1%

 

 

 

5.0%

 

4.3%

Recurring Adjusted EBITDA margin (%)

4.8%

 

 

 

4.3%

 

4.3%

 

 

 

4.2%

 

4.2%

Number of employees 10,947


9,929
10,957


10,947
9,929

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


 

3Q25 Graphics


R$ million

ULTRAPAR -Cash flows

Year

Jan - Sep
2025

Jan - Sep
2024

Cash flows from operating activities


 

Net income

2,310

1,645

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

117

9

Amortization of contractual assets with customers - exclusive rights

339

403

Amortization of right-of-use assets

267

230

Depreciation and amortization

884

674

Interest and foreign exchange rate variations

674

944

Current and deferred income and social contribution taxes

859

710

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

(45)

(141)

Equity instrument granted

22

41

Fair value result of energy contracts

(25)

-

Provision for decarbonization - CBios

307

442

Reavaliation of investment in associates

(91)

-

Other provisions and adjustments

(41)

69

Cash flow from operating acrivities before changes in working capital

5,577

5,025

(Increase) decrease in assets

 

 

Trade receivables and reseller financing

(116)

158

Inventories

268

(455)

Recoverable taxes

(84)

280

Dividends received from subsidiaries, associates and joint ventures

11

2

Other assets

39

(180)

Increase (decrease) in liabilities

 

 

Trade payables and trade payables - reverse factoring

(1,255)

(1,400)

Salaries and related charges

17

(32)

Taxes payable

3

(30)

Income and social contribution taxes payable

(733)

(719) 

Other liabilities

12

(19)

Acquisition of CBios and carbon credits

(323)

(587)

Payments of contractual assets with customers - exclusive rights

(284)

(286)

Payment of contingencies

(20)

(31)

Income and social contribution taxes paid

(69)

(220)

Net cash provided (consumed) by continued operating activities

3,044

1,505

Net cash generated (consumed) by discontinued operating activities

27

-

Net cash generated (consumed) by operating activities

3,071

1,505

Cash flows from investing activities

 

 

Financial investments, net of redemptions

648

(2,052)

Acquisition of property, plant and equipment

(1,335)

(1,099)

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

111

1,256

Capital decrease in subsidiaries, associates and joint ventures

-

1

Net cash consumed in the purchase of investments and other assets

(617)

(1,243)

Cash acquired in business combination

1,172

-

Net cash provided (consumed) by investing continued activities

(21)

(3,137)

Net cash provided (consumed) by investing discontinued activities

(22)

-

Net cash provided (consumed) by investing activities

(43)

(3,137)

Cash flows from financing activities

 

 

Loans, financing and debentures

 

 

Proceeds

4,960

3,659

Repayments

(4,522)

(2,126)

Interest and derivatives (paid) or received

(1,262)

(742)

Payments of leases

(367)

(326)

Dividends paid

(899)

(781)

Payments of financial liabilities of customers

(98)

(123)

Capital increase of non-controlling shareholders

(12)

14

Repurchase of treasury shares

(267)

-

Related parties

(32)

(12)

Net cash provided (consumed) by financing continued activities

(2,499)

(438)

Net cash provided (consumed) by financing discontinued activities

(1)

-

Net cash provided (consumed) by financing activities

(2,499)

(438)

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

(62)

-

Increase (decrease) in cash and cash equivalents continued activities

462

(2,070)

Increase (decrease) in cash and cash equivalents discontinued activities

5

-

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

2,534

3,855

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

16

-

Non-cash transactions

 

 

Addition on right-to-use assets and leases payable

280

274

Addition on contractual assets with customers - exclusive rights

59

54

Reclassification between financial assets and investment in associates

-

645

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

24

9

 


3Q25 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

Sep 25

Sep 24

Jun 25

Operating assets

 

 

 

Trade receivables and reseller financing

4,200

4,133

4,041

Inventories

3,421

4,525

3,635

Taxes

5,159

3,703

5,080

Recoverable income and social contribution taxes

335

366

349

Judicial deposits

336

319

331

Deferred income and social contribution taxes

549

884

566

Others

500

638

554

Contractual assets with customers - exclusive rights

2,136

2,142

2,088

Right-of-use assets (leases)

838

923

835

Investments

125

151

133

Property, plant and equipment

3,324

3,207

3,298

Intangible

1,113

1,275

1,153

Total operating assets

22,037

22,267

22,063

Operating liabilities

 

 

 

Trade payables and reverse factoring

2,896

3,977

2,628

Salaries and related charges

233

242

192

Post-employment benefits

230

272

226

Taxes

128

108

122

Income and social contribution taxes payable

158

253

178

Deferred income and social contribution taxes

3

0

4

Provisions for tax, civil, and labor risks

438

447

469

Leases payable

688

734

698

Financial liabilities of customers (vendor)

97

211

122

Provision for decarbonization credit

(0)

268

56

Others

520

675

699

Total operating liabilities

5,390

7,185

5,395

 

 

 

Number of service stations

5,812

5,871

5,826

Number of employees

4,059

4,834

4,072



3Q25 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

Sep 25

Sep 24

Jun 25

Operating Assets

 

 

 

Trade receivables

658

665

716

Inventories

239

204

234

Taxes

152

151

224

Recoverable income and social contribution taxes

25

24

26

Judicial deposits

49

723

47

Deferred income and social contribution taxes

89

216

89

Others

122

95

154

Right-of-use assets (leases)

179

152

184

Investments

5

1

6

Property, plant and equipment, net

1,601

1,509

1,572

Intangible assets, net

325

333

325

Total Operating Assets

3,443

4,073

3,576

Operating Liabilities

 

 

 

Trade payables

270

257

250

Salaries and related charges

150

140

124

Taxes

23

18

24

Income and social contribution taxes payable

88

114

97

Deferred income and social contribution taxes

121

0

100

Provisions for tax, civil, and labor risks

16

629

16

Leases payable

215

189

221

Others

136

300

144

Total Operating Liabilities

1,021

1,648

976


 

 

 

Number of employees

3,682

3,745

3,690



3Q25 Graphics


R$ million

ULTRACARGO -Employed capital

Sep 25

Sep 24

Jun 25

Operating Assets

 

 

 

Trade receivables

41

45

59

Inventories

13

13

13

Taxes

0

4

2

Recoverable income and social contribution taxes

31

49

29

Judicial deposits

9

9

9

Deferred income and social contribution taxes

25

37

37

Others

22

38

33

Right-of-use assets (leases)

618

609

598

Investments

238

216

239

Property, plant and equipment, net

2,503

1,971

2,375

Intangible assets, net

286

283

287

Total Operating Assets

3,787

3,273

3,680

Operating Liabilities

 

 

 

Trade payables

81

76

69

Salaries and related charges

41

45

36

Taxes

17

16

14

Income and social contribution taxes payable

14

16

18

Deferred income and social contribution taxes

0

-

(0)

Provisions for tax, civil, and labor risks

12

30

28

Leases payable

560

557

548

Others

24

38

23

Total Operating Liabilities

749

778

736

 

 

 

 

Number of employees

853

842

849

  


3Q25 Graphics


R$ million

HIDROVIAS - Employed Capital

Sep 25

Operating Assets

 

Trade receivables

170

Inventories

170

Taxes

21

Recoverable income and social contribution taxes

204

Judicial deposits

94

Deferred income and social contribution taxes

107

Others

263

Right-of-use assets (leases)

286

Investments

25

Property, plant and equipment, net

4,646

Intangible assets, net

1,406

Total Operating Assets

7,391

Operating Liabilities

 

Trade payables

121

Salaries and related charges

82

Taxes

77

Income and social contribution taxes payable

35

Deferred income and social contribution taxes

508

Provisions for tax, civil, and labor risks

93

Leases payable

237

Others1

149

Total Operating Liabilities

1,303

 

 

Number of employees

1,842


3Q25 Graphics

 

R$ million

HIDROVIAS - Income statement

Quarter

3Q25

Net Revenue

705

Net operating revenue

711

Hedge accounting

(6)

Operating costs

(300)

Depreciation and amortization (costs)

(83)

Depreciation business combination (costs)

(9)

Gross profit

314

Operating expenses

 

Selling and marketing

(76)

General and administrative

(7)

Estimate of expected losses

(32)

Results from disposal of assets

(23)

Other operating income (expenses), net

3

Operating income

179

Share of profit (loss)

17

 

 

Adjusted EBITDA

332

Non-recurring1

29

Recurring Adjusted EBITDA

361

Depreciation and amortization

130

 

 

RATIOS

 

Gross margin (%)

44.5%

Operating margin(%)

25.4%

Adjusted EBITDA margin (%)

47.1%


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


 

(Minutes of the Meeting of the Board of Directors of Ultrapar Participações S.A., held on November 12, 2025) 

 

ULTRAPAR PARTICIPAÇÕES S.A.

 

Publicly Traded Company

 

CNPJ nº 33.256.439/0001-39

NIRE 35.300.109.724

 

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

 

Date, Hour and Place:

November 12, 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; and (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. 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 third quarter of the current fiscal year, the respective financial statements were approved.
 
2.     The Board members approved the fees proposal of Deloitte Touche Tohmatsu Auditores Independentes Ltda. to provide auditing services for the 2025 financial statements, as proposed by the Executive Board and recommended by the Company’s Audit and Risk Committee.
 
3.     The Board members approved, pursuant to article 27, item (p), of the Company’s Bylaws, the contracting of indebtedness through the issuance, by Ipiranga with Banco Itaú S.A., of an export credit note, in the principal amount of up to US$ 300,000,000.00 (“ECN”), maturing on June 6, 2029. The ECN shall be subject to U.S. dollar exchange rate variation, plus compensatory interest of up to 6.50%, and Ipiranga may use foreign exchange hedging instruments.
 
4.     The Board members also approved that Ipiranga may discuss, negotiate and execute, through its Executive Board and/or representatives, all documents and perform all acts related to the above resolution, including all acts necessary for the execution, formalization and completion of the ECN, as presented by the Executive Board.
 
5.      As a final point, considering the Stock-Based Incentive Plan approved by the Company’s Extraordinary General Meeting on April 19, 2023, the Board members approved, based on the recommendation of the People Committee: (i) the 6th Restricted Stock-Based Incentive Program (“Program”), (ii) the list of participants designated to take part in the Program and the respective number of shares to be granted, and (iii) the execution of agreements between the Company and each participant of the programs mentioned in item (i). These documents will be filed at the Company’s headquarters.

 

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-Chairman 

 

FABIO VENTURELLI 

 

FLÁVIA BUARQUE DE ALMEIDA 

 

FRANCISCO DE SÁ NETO 

 

JOSÉ MAURICIO PEREIRA COELHO 

 

MARCELO FARIA DE LIMA 

 

PETER PAUL LORENÇO ESTERMANN 

 

VÂNIA MARIA LIMA NEVES 

 

DENIZE SAMPAIO BICUDO – Secretary of the Meeting



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: November 12, 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 November 12, 2025)