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 March 2026

 

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____

 


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Ultrapar Participações S.A. and Subsidiaries




Table of Content


Statements of financial position 11
Statements of income 13
Statements of comprehensive income 14
Statements of changes in equity 15
Statements of cash flows – indirect method 16
Statements of value added 17
1. Operations 18
2. Basis of preparation and presentation of individual and consolidated financial statements 21
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) 25
6. Inventories (Consolidated) 29
7. Recoverable taxes and recoverable income and social contributions taxes (Consolidated) 30
8. Related parties 32
9. Income and social contribution taxes 35
10. Contractual assets with customers - exclusivity rights (Consolidated) 41
11. Investments in subsidiaries, joint ventures and associates 41
12. Right-of-use assets and leases payable (Consolidated) 46
13. Property, plant, and equipment (Consolidated) 48
14. Intangible assets (consolidated) 50
15. Loans, financing and debentures (Consolidated) 53
16. Trade payables (Consolidated) 56
17. Employee benefits and private pension plan (Consolidated) 56
18. Provisions and contingent liabilities (Consolidated) 58
19. Subscription warrants – indemnification 63
20. Equity 64
21. Net revenue from sales and services (Consolidated) 68
22. Costs, expenses and other operating results by nature 68
23. Financial result 69
24. Earnings per share (Parent and Consolidated) 71
25. Segment information 70
26. Financial instruments (Consolidated) 76
27. Commitments (Consolidated) 88
28. Acquisition of Interest and Control 89
29. Discontinued operation 97
30. Events after the reporting period 99

             

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

Ultrapar Participações S.A.

Individual and Consolidated Financial Statements

for the Year Ended December 31, 2025 and Independent Auditor’s Report

 

 

 

 

 

 

Deloitte Touche Tohmatsu Auditores Independentes Ltda.

 


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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)

INDEPENDENT AUDITOR’S REPORT ON THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS

 

To the Shareholders, Directors and Management of
Ultrapar Participações S.A.


Opinion

We have audited the accompanying individual and consolidated financial statements of Ultrapar Participações S.A. (“Company”), identified as Parent and Consolidated, respectively, which comprise the individual and consolidated statements of financial position as at December 31, 2025, and the related individual and consolidated statements of income, of comprehensive income, of changes in equity and of cash flows for the year then ended, and notes to the financial statements, including material accounting policies.

In our opinion, the individual and consolidated financial statements referred to above present fairly, in all material respects, the individual and consolidated financial position of Ultrapar Participações S.A. as at December 31, 2025, and its individual and consolidated financial performance and its individual and consolidated cash flows for the year then ended in accordance with accounting practices adopted in Brazil and International Financial Reporting Standards (“IFRS Accounting Standards”) issued by the International Accounting Standards Board (“IASB”).

Basis for opinion

We conducted our audit in accordance with Brazilian and International Auditing Standards. Our responsibilities under those standards are further described in the “Auditor’s responsibilities for the audit of the individual and consolidated financial statements” section of our report. We are independent of the Company in accordance with the relevant ethical requirements set out in the Code of Ethics for Professional Accountants and the professional standards issued by the Brazilian Federal Accounting Council, applicable to audits of financial statements of public interest entities in Brazil. We also comply with other ethical responsibilities in accordance with these standards. We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters (“KAM”) are those matters that, in our professional judgment, were of most significance in our audit of the current year. These matters were addressed in the context of our audit of the individual and consolidated financial statements as a whole, and in forming our opinion thereon, and, therefore, we do not provide a separate opinion on these matters.

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.

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© 2026. For information, contact Deloitte Global.


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Business Combination - Hidrovias

Why is it a KAM?

As disclosed in note 28 to the individual and consolidated financial statements, in May 2025, the Company acquired control of Hidrovias do Brasil S.A., now holding 50.15% of its capital. This transaction requires, in accordance with the applicable accounting standards, the recognition by the Company of the business combination, including the measurement, at fair value, of the assets acquired and liabilities assumed, as well as the determination and recognition of goodwill. The determination of these values involves valuation techniques and subjective estimates – such as cash flow projections, discount rates, useful lives and operational assumptions – that require significant judgments by the Management.

This topic was considered a key audit matter due to: (i) the materiality of the balances involved; (ii) the complexity of the required estimates; (iii) the relevant judgment by the Management in concluding that it was a business combination in phases, considering that the Parent Company already had significant influence over Hidrovias before the acquisition of control; and (iv) the high degree of subjectivity inherent to the assumptions used in the measurement of fair value and in the determination of goodwill.

How the Key Audit Matter Was Addressed in the Audit

Our audit procedures included, among others: (i) evaluation of design and implementation of internal controls over the method, assumptions and data used in the business combination; (ii) evaluation of the accounting policy applied to the business combination and the identification of the assets and liabilities recorded at fair value; (iii) understanding and reading of the documents and contracts of the acquisition transactions; (iv) involvement of our valuation specialists in the evaluation of the methodologies used, (v) evaluation of the relevant data and assumptions used by the Management; (vi) recalculation of the revaluation of the investment in the Parent Company; (vii) involvement of our accounting standards experts for the evaluation of the business combination in phases; and (v) review and evaluation of the disclosures included in the individual and consolidated financial statements;

Based on the evidence obtained through our procedures described above, we consider that the accounting treatment adopted by the Management for the business combination of the subsidiary Hidrovias and the respective disclosures presented in the notes are acceptable in the context of the individual and consolidated financial statements taken as a whole.

Recoverability of tax credits (PIS and COFINS)

Why is it a KAM?

As disclosed in the Note nº 7.a.2, as of December 31, 2025, the Company carries tax credits related to PIS and COFINS (Federal Value Added Taxes) at R$ 3,863,682 may be utilized for offset against other federal taxes or may be refunded by the Federal Revenue Service through requests if they are filed within the applicable regulatory period.

The recognition and measurement of PIS and COFINS credits for the Company’s subsidiary Ipiranga Produtos de Petróleo S.A. require a high degree of judgment by Management, given the complexity underlying the interpretations of the applicable tax laws, as well as the uncertainties involving the expected realization of amounts and considerable efforts made by Management in preparing the calculations used to measure and to recognize those tax credits.

Such matter was considered a key audit matter due to (i) the significance of the amounts involved, and (ii) the complexity and high degree of judgment involved in assessing and challenging Management’s assumptions and judgments regarding the realizability of tax credits.

© 2026. For information, contact Deloitte Global.


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How the Key Audit Matter Was Addressed in the Audit

Our audit procedures included, among others: (i) evaluation of design and implementation of internal controls over the method, assumptions and data used in the projections to support the realization of the tax credits; (ii) the analysis, challenges and tests on the methodology and assumptions used for the projections that support the realization of the credits, including inquiries to the business, treasury and controllership areas about the assumptions and projections that support the projected results and historical performance, retrospective analysis of results, history of offsets and tax refunds, including the evaluation of contradictory evidence; (iii) inquiries to the Management; and (vi) the analysis and evaluation of the disclosures made in the individual and consolidated financial statements.

Based on the evidence obtained from performing our procedures described previously, we consider that the accounting treatment applied to the aforesaid transaction and related disclosures made in the notes are acceptable in the context of the individual and consolidated financial statements taken as a whole.

Other matters

Statements of value added

The individual and consolidated statements of value added for the year ended December 31, 2025 prepared under the responsibility of the Company’s Management and disclosed as supplemental information for purposes of the IFRS Accounting Standards, were subject to audit procedures performed together with the audit of the Company’s financial statements. In forming our opinion, we assess whether these statements of value added are reconciled with the financial statements and accounting records, as applicable, and whether their form and content are in accordance with the criteria set out in technical pronouncement CPC 09 - Statement of Value Added. In our opinion, these statements of value added were appropriately prepared, in all material respects, in accordance with the criteria set out in such technical pronouncement and are consistent in relation to the individual and consolidated financial statements taken as a whole.

Other information accompanying the individual and consolidated financial statements and the independent auditor’s report

The Company's Management is responsible for this other information that comprises the Management Report.

Our opinion on the individual and consolidated financial statements does not cover the Management Report and we do not express any form of audit conclusion thereon.

In connection with our audit of the individual and consolidated financial statements, our responsibility is to read the Management Report and, in doing so, consider whether this report is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement in the Management Report, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and those charged with governance for the individual and consolidated financial statements

Management is responsible for the preparation and fair presentation of the individual and consolidated financial statements in accordance with accounting practices adopted in Brazil and IFRS Accounting Standards, issued by IASB, and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the individual and consolidated financial statements, Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s and its subsidiaries’ financial reporting process.

© 2026. For information, contact Deloitte Global.

8


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Auditor’s responsibilities for the audit of the individual and consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the individual and consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Brazilian and International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Brazilian and International Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the individual and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company and its subsidiaries.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.
  • Conclude on the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company and its subsidiaries to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the individual and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the individual and consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • Plan and perform the group audit to obtain appropriate and sufficient audit evidence regarding the financial information of the entities or business units within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.

© 2026. For information, contact Deloitte Global.


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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any eventual significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance a statement that we have complied with the relevant ethical requirements, including the applicable independence requirements, and we have communicated all possible relationships or matter that may considerably affect our independence, including, when applicable, the respective safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The accompanying individual and consolidated financial statements have been translated into English for the convenience of readers outside Brazil.

São Paulo, March 4, 2026

 

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

 

© 2026. For information, contact Deloitte Global.

 

Ultrapar Participações S.A. and Subsidiaries

Graphics
Statements of financial position as of December 31, 2025 and 2024
(In thousands of Brazilian Reais)

 

 



Parent

 

Consolidated

 

 Note


12/31/2025


12/31/2024

 

12/31/2025


12/31/2024

Assets

 


 


 

 

 


 

Current assets

 


 


 

 

 


 

Cash and cash equivalents

4.a


42,145


4,186

 

3,175,125


2,071,593

Financial investments

4.b


6,515


20,100

 

3,851,758


2,306,927

Derivative financial instruments

26.f



 

127,254


246,084

Trade receivables

5.a



 

3,703,954


3,540,266

Reseller financing

5.a



 

573,093


511,979

Inventories

6



 

4,244,164


3,917,076

Recoverable taxes

7.a


1,589


1,323

 

1,685,426


2,040,008

Recoverable income and social contribution taxes

7.b


25,490


16,734

 

317,963


151,930

Energy trading futures contracts

26.h



 

371,241


141,257

Dividends receivable

 


-


 

923


3,415

Other receivables and other assets

 


107,552


95,859

 

294,068


294,769

Prepaid expenses

 


7,519


5,506

 

165,392


163,846

Contractual assets with customers - exclusivity rights

10



 

666,109


658,571

Total current assets

 


190,810


143,708

 

19,176,470


16,047,721

 

 


 


 

 

 


 

Non-current assets

 


 


 

 

 


 

Financial investments

4.b


1,411,213


300,001

 

2,381,597


2,819,179

Derivative financial instruments

26.f



 

773,063


585,294

Trade receivables

5.a



 

33,282


27,003

Reseller financing

5.a



 

800,927


766,045

Related parties

8


7,524


7,076

 

105,196


48,309

Deferred income and social contribution taxes

9.a


164,441


142,630

 

1,007,291


936,941

Recoverable taxes

7.a


74


74

 

3,717,815


2,650,269

Recoverable income and social contribution taxes

7.b


10,914


7,196

 

346,093


346,137

Energy trading futures contracts

26.h



 

724,121


263,438

Escrow deposits

18.a


14,375


12,615

 

471,609


446,076

Indemnification asset - business combination

18.c



 

92,524


126,098

Other receivables and other assets

 


1,743


2,607

 

185,726


117,076

Prepaid expenses

 


21,459


18,989

 

80,643


40,904

Contractual assets with customers - exclusivity rights

10



 

1,518,987


1,473,331

Investments in subsidiaries, joint ventures and associates

11


13,987,459


14,898,466

 

521,381


2,148,633

Right-of-use assets, net

12


5,619


7,664

 

1,928,694


1,671,324

Property, plant and equipment, net

13


63,323


68,447

 

12,167,097


7,135,966

Intangible assets, net

14


276,157


273,674

 

3,316,478


1,908,330

Total non-current assets

 


15,964,301


15,739,439

 

30,172,524


23,510,353

Total assets

 


16,155,111


15,883,147

 

49,348,994


39,558,074


Ultrapar Participações S.A. and Subsidiaries

Graphics

Statements of financial position as of December 31, 2025 and 2024

(In thousands of Brazilian Reais)


 



Parent

 

Consolidated

 

  Note


12/31/2025


12/31/2024

 

12/31/2025


12/31/2024

Liabilities

 


 


 

 

 


 

Current liabilities

 


 


 

 

 


 

Trade payables

16


27,779


25,423

 

4,643,344


3,518,385

Trade payables – reverse factoring

 



 

3,785


1,014,504

Loans, financing and debentures

15



 

4,251,131


3,478,673

Derivative financial instruments

26.f



 

246,064


74,087

Salaries and related charges

 


47,379


44,191

 

576,674


480,285

Taxes payable

 


379


903

 

236,928


151,230

Energy trading futures contracts

26.h



 

303,455


66,729

Dividends payable

20.h


21,738


293,165

 

23,073


327,471

Income and social contribution taxes payable

 


6,508


175

 

358,685


322,074

Post-employment benefits

17.b



 

19,067


24,098

Provisions for tax, civil and labor risks

18.a


220


431

 

49,175


47,788

Leases payable

12.b


2,921


3,012

 

343,725


316,460

Financial liabilities of customers

 



 

63,445


117,090

Other payables

 


1,044


2,069

 

728,793


554,327

Total current liabilities

 


107,968


369,369

 

11,847,344


10,493,201

 

 


 


 

 

 


 

Non-current liabilities

 


 


 

 

 


 

Loans, financing and debentures

15



 

15,842,130


10,381,837

Derivative financial instruments

26.f



 

334,851


367,513

Energy trading futures contracts

26.h



 

431,418


48,047

Related parties

8


2,875


2,875

 

2,875


3,516

Deferred income and social contribution taxes

9.a



 

637,897


132,825

Post-employment benefits

17.b


1,776


1,517

 

196,549


198,778

Provisions for tax, civil and labor risks

18.a


131,923


197,396

 

485,439


610,572

Leases payable

12.b


3,706


5,698

 

1,395,908


1,168,692

Financial liabilities of customers

 



 

10,881


63,135

Subscription warrants  indemnification

19


53,911


47,745

 

53,911


47,745

Provision for loss on investment

11


130,897


68,530

 

76,059


349

Other payables

 


55,783


31,299

 

303,115


218,420

Total non-current liabilities

 


380,871


355,060

 

19,771,033


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


144,694


108,253

 

144,694


108,253

Capital reserve

20.d


617,009


612,048

 

617,009


612,048

Treasury shares

20.c


(822,526)


(596,400)

 

(822,526)


(596,400)

Revaluation reserve

20.e


3,476


3,632

 

3,476


3,632

Profit reserves

20.f


7,662,403


8,195,221

 

7,662,403


8,195,221

Accumulated other comprehensive income

 


223,355


214,212

 

223,355


214,212

Acquisition of shares from shareholders

28.b


(149,239)


 

(149,239)


Equity attributable to:

 


 


 

 

 


 

  Ultrapar shareholders’ equity

 


15,666,272


15,158,718

 

15,666,272


15,158,718

  Non-controlling interests

11



 

2,064,345


664,726

Total equity

 


15,666,272


15,158,718

 

17,730,617


15,823,444

Total liabilities and equity

 


16,155,111


15,883,147

 

49,348,994


39,558,074

The accompanying notes are an integral part of the financial statements.


Ultrapar Participações S.A. and Subsidiaries

Graphics
For the years ended December 31, 2025 and 2024
(In thousands of Brazilian Reais, except earnings per thousand shares)


 



Parent

 

Consolidated

 

 Note


01/01/2025 to 12/31/2025


01/01/2024 to 12/31/2024

 

01/01/2025 to 12/31/2025


01/01/2024 to 12/31/2024

Continuing operations

 


 


 

 

 


 

Net revenue from sales and services

21



 

142,369,540


133,498,913

Cost of products and services sold

22



 

(133,010,699)


(123,811,893)

 

 


 


 

 

 


 

Gross profit

 



 

9,358,841


9,687,020

 

 


 


 

 

 


 

Operating income (expenses)

 


 


 

 

 


 

Selling and marketing

22



 

(2,517,894)


(2,499,547)

General and administrative

22


(53,165)


(48,834)

 

(2,249,413)


(1,872,092)

Results from disposal of assets

 


90


59

 

99,570


171,837

Other operating income (expenses), net

22


55,637


18,343

 

354,664


(414,092)

 

 


 


 

 

 


 

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

 


2,562


(30,432)

 

5,045,768


5,073,126

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

11


2,549,952


2,380,009

 

(155,999)


(127,182)

Amortization of fair value adjustments on associates acquisition

11



 

(1,611)


(2,493)

Gain on acquisition of control of associate

28.b



 

91,105


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

 


2,549,952


2,380,009

 

(66,505)


(129,675)

 

 


 


 

 

 


 

Income before financial result and income and social contribution taxes

 


2,552,514


2,349,577

 

4,979,263


4,943,451

 

 


 


 

 

 


 

Financial income

23


45,798


68,869

 

1,580,842


881,074

Financial expenses

23


(19,835)


(20,959)

 

(2,748,196)


(1,813,008)

    Financial result, net

23


25,963


47,910

 

(1,167,354)


(931,934)

Income before income and social contribution taxes

 


2,578,477


2,397,487

 

3,811,909


4,011,517

 

 


 


 

 

 


 

Income and social contribution taxes

 


 


 

 

 


 

Current

9.b


(25,311)


(13,217)

 

(1,054,797)


(1,124,664)

Deferred

9.b


21,840


(21,530)

 

(8,892)


(360,953)

 

 


(3,471)


(34,747)

 

(1,063,689)


(1,485,617)

 

 


 


 

 

 


 

Net income from continuing operations

 


2,575,006


2,362,740

 

2,748,220


2,525,900

 

 


 


 

 

 


 

Discontinued operations

 


 


 

 

 


 

Net income (loss) from discontinued operations

29


(121,153)


 

(206,312)


 

 


 


 

 

 


 

Net income for the year

 


2,453,853


2,362,740

 

2,541,908


2,525,900

Income attributable to:

 


 


 

 

 


 

  Shareholders of Ultrapar

 


2,453,853


2,362,740

 

2,453,853


2,362,740

  Non-controlling interests in subsidiaries

11



 

88,055


163,160

 

 


 


 

 

 


 

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

 


 


 

 

 


 

Basic

24


2.4027


2.1438

 

2.4027


2.1438

Diluted

24


2.3513


2.1141

 

2.3513


2.1141

 

 


 


 

 

 


 

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

 


 


 

 

 


 

Basic

24


(0.1130)


 

(0.1130)


Diluted

24


(0.1106)


 

(0.1106)


 

 


 


 

 

 


 

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

 


 


 

 

 


 

Basic

24


2.2896


2.1438

 

2.2896


2.1438

Diluted

24


2.2407


2.1141

 

2.2407


2.1141

The accompanying notes are an integral part of the financial statements.


Ultrapar Participações S.A. and Subsidiaries

Graphics
For the years ended December 31, 2025 and 2024
(In thousands of Brazilian Reais)


 

 

 

Parent

 

Consolidated

 

Note

 

01/01/2025 to 12/31/2025


01/01/2024 to 12/31/2024

 

01/01/2025 to 12/31/2025


01/01/2024 to 12/31/2024

Net income for the year, attributable to shareholders of Ultrapar

 

 

2,453,853


2,362,740

 

2,453,853


2,362,740

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

 

 


 

88,055


163,160

Net income for the year

 

 

2,453,853


2,362,740

 

2,541,908


2,525,900

 

 

 

 


 

 

 


 

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

20.g

 

65,526


8,495

 

117,760


8,495

Translation adjustments of subsidiaries

20.g

 

(57,479)


36,134

 

(78,712)


36,134

 

 

 

 


 

 

 


 

Items that will not be subsequently reclassified to profit or loss:

 

 

 


 

 

 


 

Actuarial gains of post-employment benefits, net of income and social contribution taxes

20.g

 

1,096


15,475

 

3,865


25,218

 

 

 

 


 

 

 


 

Total comprehensive income for the year

 

 

2,462,996


2,422,844

 

2,584,821


2,595,747

 

 

 

 


 

 

 


 

    Total comprehensive income for the year attributable to shareholders of Ultrapar

 

 

2,462,996


2,422,844

 

2,462,996


2,422,844

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

 

 


 

121,825


172,903

 

The accompanying notes are an integral part of the financial statements. 



Ultrapar Participações S.A. and Subsidiaries

Graphics
For the years ended December 31, 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


Acquisition of shares from shareholders


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 year

-










2,362,740


2,362,740

 

163,160

 

2,525,900

Other comprehensive income

-








60,104




60,104

 

9,743

 

69,847

Total comprehensive income for the year

 








60,104



2,362,740


2,422,844

 

172,903

 

2,595,747

Issuance of shares related to the subscription warrants - indemnification

-




6,452








6,452

 

 

6,452

Equity instrument granted

8.d; 20.b



32,328


2,069


23,055







57,452

 

6

 

57,458

Purchase of treasury shares

-





(148,945)







(148,945)

 

 

(148,945)

Realization of revaluation reserve of subsidiaries

-






(170)





170


 

 

Setting up of reserves

20.a




5,699








5,699

 

(36)

 

5,663

Shareholder transaction - changes of ownership interest

-










534


534

 

309

 

843

Dividends prescribed

-










3,369


3,369

 

 

3,369

Non-controlling interest in acquired subsidiary

 











 

112,160

 

112,160

Allocation of net income:

 


 


 


 


 


 


 


 


 


 


 

 

 

 

 

Legal reserve

20.f







118,137




(118,137)


 

 

Investments statutory reserve

20.f







1,479,404




(1,479,404)


-

 

 

-

Additional minimum mandatory dividend for the year (R$ 0.26 per share)

20.h


-


-


-


-


-


-


-


-


(285,180)


(285,180)

 

-

 

(285,180)

Additional dividends (R$ 0.19 per share)

20.f







208,121




(208,121)


 

 

Interest on equity attributable to non-controlling interests

 











 

(105,590)

 

(105,590)

Dividends attributable to non-controlling interests

-











 

(38,357)

 

(38,357)

Interim dividends (R$ 0.25 per share)

20.h










(275,971)


(275,971)

 

 

(275,971)

Approval of additional dividends by the Ordinary General Shareholders’ Meeting

20.h







(134,031)





(134,031)

 

 

(134,031)

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 year

 










2,453,853


2,453,853

 

88,055

 

2,541,908

Other comprehensive income

 








9,143




9,143

 

33,770

 

42,913

Total comprehensive income for the year

 








9,143



2,453,853


2,462,996

 

121,825

 

2,584,821

Issuance of shares related to the subscription warrants - indemnification

 




7,863








7,863

 

 

7,863

Equity instrument granted

8.d; 20.b



36,441


(7,351)


40,828







69,918

 

(1,563)

 

68,355

Purchase of treasury shares

20.c





(266,954)







(266,954)

 

 

(266,954)

Realization of revaluation reserve

-






(156)





156


 

 

Capital increase with reserves

20.a


1,365,348






(1,365,348)





 

 

Capital increase of non-controlling shareholders











 

12,184

 

12,184

Shareholder transaction

28.b









(149,239)


(45)


(149,284)

 

 

(149,284)

Setting up of reserves

20.d




4,449








4,449

 

 

4,449

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

28.b











 

1,658,270

 

1,658,270

Variation in change of ownership interest of non-controlling shareholders

-











 

(190,462)

 

(190,462)

Non-controlling interest in the equity of acquired subsidiary

-











 

45,633

 

45,633

Payment of dividends for the prior year

20.h







(208,121)





(208,121)

 

 

(208,121)

Allocation of net income:

 


 


 


 


 


 


 


 


 


 


 

 

 

 

 

Legal reserve

20.f







122,692




(122,692)


 

-

 

-

Investments statutory reserve

20.f







917,959




(917,959)


 

-

 

-

Minimum mandatory dividends for the year

20.h







-




(582,790)


(582,790)

 

-

 

(582,790)

Additional dividends to the minimum mandatory dividends

20.h







-




(830,523)


(830,523)

 

-

 

(830,523)

Dividends and interest on equity attributable to non-controlling interests

-











 

(246,268)

 

(246,268)

Balance as of December 31, 2025

 


7,987,100


144,694


617,009


(822,526)


3,476


7,662,403


223,355


(149,239)


-


15,666,272

 

2,064,345

 

17,730,617

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

The accompanying notes are an integral part of the financial statements.

Ultrapar Participações S.A. and Subsidiaries

Graphics
For the years ended December 31, 2025 and 2024
(In thousands of Brazilian Reais)


 

 


    Parent

 

Consolidated

 

Note


12/31/2025


12/31/2024

 

12/31/2025


12/31/2024

CASH FLOWS FROM CONTINUING OPERATING ACTIVITIES

 


 


 

 

 


 

Net income from continuing operations

 


2,575,006


2,362,740

 

2,748,220


2,525,900

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


(2,549,952)


(2,380,009)

 

157,610


129,675

Amortization of contractual assets with customers - exclusivity rights

10



 

469,766


555,083

Amortization of right-of-use assets

12


2,955


2,864

 

367,129


312,060

Depreciation and amortization

13; 14


14,491


15,808

 

1,219,034


900,673

Interest, monetary variations and foreign exchange variations

 


25,506


13,122

 

1,472,633


1,557,814

Current and deferred income and social contribution taxes

9.b


3,471


34,747

 

1,063,689


1,485,617

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

 


(90)


(35,298)

 

(110,259)


(207,076)

Equity instrument granted 

 


22,837


32,959

 

40,564


57,458

Gain (loss) on the fair value of energy contracts

 



 

(71,121)


(64,287)

Provision for decarbonization - CBIO

 



 

370,823


584,371

Revaluation of investment in associates

28.b



 

(91,105)


Provisions for tax, civil and labor risks

 


(55,323)


8,164

 

(103,901)


(4,708)

Other provisions and adjustments

 


(466)


6,916

 

(18,431)


(11,361)

 

 


38,435


62,013

 

7,514,651


7,821,219

(Increase) decrease in assets

 


 


 

 

 


 

Trade receivables and reseller financing

5



 

(185,611)


180,339

Inventories

6



 

(151,282)


371,244

Recoverable taxes

 


4,191


8,869

 

(171,126)


(585,254)

Dividends received from subsidiaries, associates and joint ventures

 


3,395,567


1,584,885

 

11,141


2,028

Other assets

 


(17,166)


(30,090)

 

167,931


(114,528)

 

 


 


 

 

 


 

Increase (decrease) in liabilities

 


 


 

 

 


 

Trade payables and trade payables - reverse factoring

16


2,355


(1,349)

 

(31,818)


(1,209,636)

Salaries and related charges

 


3,188


(6,957)

 

47,615


(17,019)

Taxes payable

 


(524)


(554)

 

8,963


(23,512)

Income and social contribution taxes payable

 


(13,823)


(9,667)

 

(949,442)


(1,057,460)

Other liabilities

 


36,104


(57)

 

189,931


(160,331)

Acquisition of CBIO and carbon credits

14



 

(370,501)


(713,453)

Payments of contractual assets with customers - exclusivity rights

10



 

(455,567)


(418,250)

Payment of contingencies

 


(12,707)


 

(78,537)


(30,896)

Income and social contribution taxes paid

 


(706)


(3,433)

 

(124,077)


(308,915)

Net cash provided by continuing operating activities

 


3,434,914


1,603,660

 

5,422,271


3,735,576

Net cash provided by discontinued operating activities

 


-


-

 

30,231


-

Net cash provided by operating activities

 


3,434,914


1,603,660

 

5,452,502


3,735,576

 

 


 


 

 

 


 

CASH FLOWS FROM INVESTING ACTIVITIES

 


 


 

 

 


 

Financial investments, net of redemptions

4.b


(1,123,954)


(213,003)

 

(1,510,857)


(4,202,032)

Acquisition of property, plant and equipment and intangible assets

13; 14


(11,910)


(81,479)

 

(2,005,243)


(1,787,175)

Sale of investments and other assets

 


136


264,564

 

429,283


1,386,252

Capital increase and decrease in subsidiaries, associates and joint ventures

11


(53,014)


(1,124,230)

 

-


-

Acquisition of investments and other assets

 


(44,284)


 

(937,457)


(1,785,517)

Cash acquired in business combination

 



 

1,213,510


522

Net cash consumed by continuing investing activities

 


(1,233,026)


(1,154,148)

 

(2,810,764)


(6,387,950)

Net cash consumed by discontinued investing activities

 


-


-

 

(34,948)


-

Net cash consumed by investing activities

 


(1,233,026)


(1,154,148)

 

(2,845,712)


(6,387,950)

 

 


 


 

 

 


 

CASH FLOWS FROM FINANCING ACTIVITIES

 


 


 

 

 


 

Loans, financing and debentures

 


 


 

 

 


 

Proceeds

15



 

8,669,139


4,179,974

Repayments

15



 

(5,134,131)


(2,718,953)

Interest and derivatives (paid) or received

 



7,838

 

(1,899,251)


(1,117,562)

Payments of lease

 


 


 

 

 


 

Principal and interest paid

12.b


         (3,666)


         (3,595)

 

  (480,722)


 (433,488)

Dividends paid

 


(1,892,861)


(713,066)

 

(2,172,132)


(833,658)

Payments of financial liabilities of customers

 



 

(123,122)


(159,897)

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

 



 

(12,300)


13,500

Repurchase of treasury shares

 


(266,954) 


(148,945) 

 

(266,954) 


(148,945)

Related parties

 


(448)


(398)

 

(43,521)


(15,073)











 

 


 


 

 

 


 

Net cash consumed by continuing financing activities

 


(2,163,929)


(858,166)

 

(1,462,994)


(1,234,102)

Net cash consumed by discontinued financing activities

 


-


-

 

(6,596)


-

Net cash consumed by financing activities

 


(2,163,929)


(858,166)

 

(1,469,590)


(1,234,102)

 

 


 


 

 

 


 

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

 



 

(44,981)


32,381

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

 


37,959


(408,654)

 

1,103,532


(3,854,095)

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

 


-


-

 

(11,313)


-

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

4.a


4,186


412,840

 

2,071,593


5,925,688

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

 


-


-

 

11,313


-

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

4.a


42,145


4,186

 

3,175,125


2,071,593











 

 


 


 

 

 


 

Non-cash transactions:

 


 


 

 

 


 

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

12



 

400,758


342,332

Addition on contractual assets with customers - exclusivity rights

10



 

67,393


5,627

Reclassification between financial assets and investment in associates

 



 


645,333

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

 



6,452

 


6,452

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

 



 

23,478


42,180

Capital increase in subsidiaries with shares

 



133,552

 


-

The accompanying notes are an integral part of the financial statements.


Ultrapar Participações S.A. and Subsidiaries

Graphics
For the years ended December 31, 2025 and 2024
(In thousands of Brazilian Reais)

 

 

 


Parent

 

Consolidated

 

Note


12/31/2025

 

12/31/2024

 

12/31/2025

 

12/31/2024

Revenues

 


 

 

 

 

 

 

 

Gross revenue from sales and services, except rents and royalties

21


 

 

147,327,691

 

138,927,497

Rebates, discounts and returns

21


 

 

(1,063,429)

 

(1,122,338)

Allowance for expected credit losses

5


 

 

2,684

 

(3,744)

Amortization of contractual assets with customers - exclusivity rights

10; 21


 

 

(469,766)

 

(555,083)

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

 


55,727

 

18,402

 

454,234

 

(242,255)

 

 


55,727

 

18,402

 

146,251,414

 

137,004,077

 

 


 

 

 

 

 

 

 

Materials purchased from third parties

 


 

 

 

 

 

 

 

Cost of products and services sold

 


 

 

(133,062,345)

 

(124,034,095)

Materials, energy, third-party services and others

 


237,446

 

207,435

 

(1,836,555)

 

(1,775,717)

Provision for assets losses

 


 

 

(8,481)

 

735

 

 


237,446

 

207,435

 

(134,907,381)

 

(125,809,077)

 

 


 

 

 

 

 

 

 

Gross value added

 


293,173

 

225,837

 

11,344,033

 

11,195,000

 

 


 

 

 

 

 

 

 

Retentions

 


 

 

 

 

 

 

 

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

12.a; 13; 14


(17,444)

 

(18,672)

 

(1,586,163)

 

(1,212,733)

 

 


(17,444)

 

(18,672)

 

(1,586,163)

 

(1,212,733)

 

 


 

 

 

 

 

 

 

Net value added produced by the Company

 


275,729

 

207,165

 

9,757,870

 

9,982,267

 

 


 

 

 

 

 

 

 

Value added received in transfer

 


 

 

 

 

 

 

 

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

 


2,549,952

 

2,380,009

 

(66,505)

 

(129,675)

Rents and royalties

21


 

 

138,091

 

319,809

Financial income

23


45,798

 

68,869

 

1,580,842

 

881,074

 

 


2,595,750

 

2,448,878

 

1,652,428

 

1,071,208

 

 


 

 

 

 

 

 

 

Value added from continuing operations available for distribution

 


2,871,479

 

2,656,043

 

11,410,298

 

11,053,475

 

 


 

 

 

 

 

 

 

Value added from discontinued operations available for distribution

 


(121,153)

 

 

(156,215)

 

 

 


 

 

 

 

 

 

 

Total value added available for distribution

 


2,750,326

 

2,656,043

 

11,254,083

 

11,053,475

 

 


 

 

 

 

 

 

 

Distribution of value added

 


 

 

 

 

 

 

 

Personnel and related charges

 


 

 

 

 

 

 

 

Salaries and wages

 


205,158

 

167,659

 

1,777,134

 

1,494,898

Benefits

 


28,511

 

27,473

 

489,709

 

434,927

Government Severance Indemnity Fund for Employees (FGTS)

 


9,038

 

7,656

 

111,113

 

107,666

Others

 


1,786

 

7,413

 

136,150

 

268,559

 

 


244,493

 

210,201

 

2,514,106

 

2,306,050

 

 


 

 

 

 

 

 

 

Taxes, fees and contributions

 


 

 

 

 

 

 

 

Federal

 


27,059

 

62,228

 

2,615,598

 

3,671,136

State

 


 

 

548,866

 

519,824

Municipal

 


366

 

305

 

226,047

 

162,873

 

 


27,425

 

62,533

 

3,390,511

 

4,353,833

 

 


 

 

 

 

 

 

 

Financial expenses and rents

 


 

 

 

 

 

 

 

Interest, foreign exchange variations and financial instruments

 


3,381

 

75

 

2,488,627

 

1,650,376

Rents

 


5,089

 

4,178

 

128,559

 

113,328

Others

 


16,085

 

16,316

 

140,275

 

103,988

 

 


24,555

 

20,569

 

2,757,461

 

1,867,692

 

 


 

 

 

 

 

 

 

Remuneration of own capital

 


 

 

 

 

 

 

 

Interest on capital and dividends

 


1,621,434

 

275,971

 

1,658,830

 

666,741

Retained earnings

 


953,572

 

2,086,769

 

1,089,390

 

1,859,159

 

 


2,575,006

 

2,362,740

 

2,748,220

 

2,525,900

 

 


 

 

 

 

 

 

 

Value added from continuing operations distributed

 


2,871,479

 

2,656,043

 

11,410,298

 

11,053,475

 

 


 

 

 

 

 

 

 

Value added from discontinued operations distributed

 


(121,153)

 

 

(156,215)

 

 

 


 

 

 

 

 

 

 

Value added distributed

 


2,750,326

 

2,656,043

 

11,254,083

 

11,053,475

The accompanying notes are an integral part of the financial statements.

Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 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.

 

These financial statements were authorized for issuance by the Board of Directors on March 4, 2026.

 

a. Principles of consolidation and interest in subsidiaries

 

a.1 Principles of consolidation

 

In the preparation of the consolidated financial statements 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 statements 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 financial statements

For the year ended December 31, 2025


a.2 Interest in subsidiaries
 

The consolidated financial statements include the following direct and indirect subsidiaries:



 

 

 

 

Interest % rounded

 

 

 

 

 

12/31/2025

 

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 S.A. (4)

 

Brazil

Ipiranga

 

-

 

60

 

-

 

-

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

 

Brazil

Ipiranga

 

-

 

51

 

-

 

-

Petrovila Combustíveis S.A. (6)

 

Brazil

Ipiranga

 

-

 

60

 

-

 

-

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. (7)

 

Brazil

Ipiranga

 

-

 

-

 

-

 

100

Abastece Aí Participações S.A. (8)

 

Brazil

Ipiranga

 

-

 

-

 

-

 

100

Abastece Aí Clube Automobilista Instituição de Pagamento Ltda. (8)

 

Brazil

Ipiranga

 

-

 

-

 

-

 

100

Abastece Aí Participações S.A. (8)

 

Brazil

Ipiranga

 

-

 

100

 

-

 

-

Abastece Aí Clube Automobilista Instituição de Pagamento Ltda. (8)

 

Brazil

Ipiranga

 

-

 

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. (9)

 

Brazil

Ultragaz

 

-

 

-

 

-

 

52

Ultragaz Comercializadora de Energia Ltda. (9)

 

Brazil

Ultragaz

 

-

 

52

 

-

 

-

Ultragaz Energia e Corretagem de Seguros Ltda. (9)

 

Brazil

Ultragaz

 

-

 

100

 

-

 

-

UVC Investimentos Ltda.

 

Brazil

Others

 

100

 

-

 

100

 

-

Ultra Logística Ltda.

 

Brazil

Hidrovias

 

100

 

-

 

100

 

-

Hidrovias do Brasil S.A. (10)

 

Brazil

Hidrovias

 

-

 

59

 

-

 

-

Hidrovias do Brasil – Vila do Conde S.A.

 

Brazil

Hidrovias

 

-

 

100

 

-

 

-

Hidrovias do Brasil – Cabotagem Ltda. (11)

 

Brazil

Hidrovias

 

-

 

-

 

-

 

-

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. (12)

 

Brazil

Ultracargo

 

-

 

-

 

-

 

99

Ultracargo Soluções Logísticas S.A.

 

Brazil

Ultracargo

 

-

 

-

 

-

 

100

Ultracargo Logística S.A. (12)

 

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

 

-

Eaí Clube Automobilista S.A. (7)

 

Brazil

Others

 

100

 

-

 

-

 

-

 

 

Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


(1) On January 2, 2025, the name of subsidiary Ultrapar Mobilidade Ltda. was changed to Ultra Mobilidade S.A.
(2) In January, 2025, indirect subsidiary Centro de Conveniências Millenium and subsidiaries started being directly controlled by am/pm Comestíveis Ltda.
(3)  In 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 December 2025, subsidiary Neodiesel acquired a 60% interest in Petrovila Combustíveis S.A. (“Petrovila”).
(7) In December 2025, indirect subsidiary Eaí Clube Automobilista S.A. started to be directly controlled by Ultrapar.
(8) 

In December 2025, indirect subsidiaries Abastece Aí Participações and Abastece Aí Clube Automobilista Instituição de Pagamento started to be directly controlled by Ipiranga.

(9) 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.
(10) In May 2025, subsidiary Ultra Logística Ltda. became the controlling shareholder of Hidrovias. For further details, see Note 28.b.
(11) The information on Hidrovias do Brasil  Cabotagem is presented as Discontinued Operation according to Note 29.
(12) In January 2025, indirect subsidiary Ultracargo Logística S.A started being directly controlled by Ultrapar.

 

b. Main events that occurred in the year

 

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 December 31, 2025, the ownership interest in this investee’s share capital was 58.72% (41.94% as of December 31, 2024). For further information, see Note 28.b.

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025

 

 

The individual and consolidated financial statements (“financial statements”), identified as Parent and Consolidated, have been prepared in accordance with the International Financial Reporting Standards (“IFRS Accounting Standards”) issued by the International Accounting Standards Board (“IASB”) and with the accounting practices adopted in Brazil.

 

The accounting practices adopted in Brazil include those in Brazilian corporate law and in the Pronouncements, Guidance and Interpretations issued by the Accounting Pronouncements Committee (“CPC”), approved by the Brazilian Federal Accounting Council (“CFC”) and the Brazilian Securities and Exchange Commission (“CVM”).

 

The financial statements were prepared and are presented:



a. using consistent accounting policies and practices for Ultrapar and in its subsidiaries in all the years presented in these financial statements.

b. in thousands of Brazilian Reais (“R$”), which is the Company’s functional currency, unless otherwise stated. The functional currency of Hidrovias’ subsidiaries in Uruguay, Paraguay, the Netherlands and Luxembourg is the U.S. dollar. The effects of translating the functional currency of foreign subsidiaries to Real are accounted for in equity as “Other comprehensive income”.


The financial information of foreign subsidiaries (Paraguay, Uruguay, Luxembourg and the Netherlands) is presented in Reais, translating the functional currency to the presentation currency, according to the following procedures:


• Assets and liabilities were translated using the closing rate at the reporting date;

• Equity was translated at historical cost; and

• Income and expenses were translated using the average monthly rate.


c. considering all relevant proprietary information, which has been disclosed and corresponds to that used by the Company’s and its subsidiaries’ Management.

d. according to Management’s judgments, estimates, and 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.

e. based on the historical cost, except for the following material items recognized in the statements of financial position:



(i) Financial investments measured at fair value;

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

(iii)  loans and financing measured at fair value;

(iv) future energy contracts measured at fair value;

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

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



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


Material accounting policies

 

The financial statements were prepared using consistent accounting policies and practices on Ultrapar and its subsidiaries.

 

Accounting policies are presented in their respective notes, except for those described below:

 

a. Foreign currency transactions

 

Foreign currency transactions carried out by the Company and its subsidiaries are remeasured into their functional currency at the exchange rate prevailing on the date of each transaction. Outstanding monetary assets and liabilities of the Company and its subsidiaries are translated using the exchange rate on the date of the financial statements. The effect of the difference between those exchange rates is recognized in financial results until the conclusion of each transaction.

 

b. Basis for translation of financial statements of foreign subsidiaries

 

b.1 Subsidiaries without administrative authority

 

The Company has foreign subsidiaries without administrative authority. Assets and liabilities of the other foreign subsidiaries, which do not have administrative authority, are considered an extension of the activities of their parent company and are translated using the exchange rate at the date of the financial statements. Gains and losses resulting from changes in these foreign investments may be recognized as financial result or equity, depending on the subsidiary’s functional currency.

 

c. Use of estimates, assumptions and judgments

 

The preparation of the financial statements requires the use of estimates, assumptions, and judgments for the accounting and disclosure of certain assets, liabilities, and profit or loss. Therefore, the Company and its subsidiaries’ management use the best information available at the date of preparation of the financial statements, as well as the experience of past and current events, also considering assumptions regarding future events. The estimates and assumptions are reviewed periodically.

 

c.1 Judgments

 

Information on the judgments is included in: the determination of control in subsidiaries, the determination of joint control in joint ventures, and the determination of significant influence in associates (Note 11).

 

c.2 Uncertainties related to the assumptions and estimates

 

The information regarding uncertainties related to the assumptions and estimates are included in: determining the fair value of financial instruments including derivatives (Notes 4, 15 and 26), the determination of the loss allowance for expected credit losses (Note 5), the determination of provisions for losses on inventories (Note 6), the estimates of realization of deferred IRPJ and CSLL amounts (Note 9), realization amount of tax recoverable (Note 7), the useful lives and discount rate of right-of-use assets (Note 12), the useful lives of property, plant and equipment (Note 13), the useful lives of intangible assets and recoverable value of assets, including goodwill (Note 14), provisions for tax, civil, and labor risks (Note 18), estimates for the preparation of actuarial reports (Note 17), determination of fair value of subscription warrants – indemnification (Notes 19 and 26), and definition of fair value of the contingent consideration set for the business combination (Note 28). The actual result of the transactions and information may differ from their estimates.

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


d. Impairment of assets

 

The Company and its subsidiaries review the existence of indications of impairment of assets on a quarterly basis. For intangible assets with an indefinite useful life the review is done annually or more frequently when there is an indication that such assets might be impaired. If there is an indication of impairment, the Company and its subsidiaries estimate the recoverable amount of the asset Assets that cannot be evaluated individually are grouped in the smallest group of assets that generate cash inflow from continuous use and that are largely independent of cash flows of other assets (cash generating units “CGU”). The identified CGUs for the evaluation of impairment are similar to reported segments in financial statements. The recoverable amount of assets or CGUs corresponds to the greater of their fair value net of applicable direct selling expenses and their value in use.

 

The fair value less costs to sell is determined by the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date, net of costs of removing the asset, and direct incremental costs to bring an asset into condition for its sale, legal costs, and taxes.

 

To assess the value in use, the projections of future cash flows, trends, and outlooks, as well as the effects of obsolescence, demand, competition, and other economic factors were considered. Such cash flows are discounted to their present values using the discount rate before tax that reflects market conditions for the period of impairment testing and the specific risks of the asset or CGU being evaluated. In cases where the expected discounted future cash flows are less than their carrying amount, an impairment loss is recognized for the amount by which the carrying amount exceeds the fair value of these assets in profit or loss. In case goodwill has been allocated to a CGU, the recognized losses are first allocated to reduce the corresponding goodwill. If the goodwill is not enough to absorb such losses, the surplus is allocated to the assets on a pro-rata basis. An impairment of goodwill cannot be reversed. For other assets, impairment losses are reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if the impairment had not been recognized.

 

As of December 31, 2025, the Company, through its subsidiary Ultragaz, recorded impairment loss in the amount of R$ 51,100, related to the goodwill of Stella, recognized in indirect subsidiary Ultragaz Energia Ltda., as per Note 14. As of December 31, 2024, the Company and its subsidiaries did not record any impairment loss of assets.

 

e. Other assets

 

Other assets are stated at the lower of cost and realizable value, including, if applicable, interest earned, monetary variations and foreign exchange variations incurred, less the provisions for losses and, if applicable, adjusted to present value.

 

f. Other liabilities

 

Other liabilities are stated at known or measurable amounts, including monetary variations and foreign exchange variations incurred. When applicable, other liabilities are recognized at present value, based on interest rates that reflect the term, currency, and risk of each transaction.

 

g. Statements of value added

 

The statement of value added (“DVA”) has been prepared using information obtained from the same accounting records used to prepare the financial statements and pursuant to the provisions of CPC 09 - Statement of Value Added. The first part of the DVA presents the wealth created by the Company, represented by revenues (gross sales revenue, including taxes levied thereon, other income and the effects of the allowance for expected credit losses), materials purchased from third parties (cost of sales and purchases of materials, energy and third-party services, including taxes levied at the time of the purchase, the effects of impairment and recovery of assets, and depreciation and amortization) and the value added received from third parties (share of profit of subsidiaries, joint ventures and associates, financial income and other income). The second part of the DVA presents the distribution of wealth among personnel, taxes, fees and contributions, and remuneration of third-party capital and remuneration of own capital. The statements of value added (“DVA”) are presented as an integral part of the financial statements as applicable to publicly traded companies in Brazil, according to Law 11,638/07, and as supplemental information for the IFRS Accounting Standards, which does not require the presentation of DVA.

 

h. Statements of cash flows

 

The Company and its subsidiaries present the interest paid on loans, financing, debentures, and leases payable in financing activities and present financial investments, net of redemptions in the investing activities and received dividends in the operating activities.


23


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


Reclassifications

 

With the objective of increasing transparency of derivative financial instrument balances, enabling verification of the amounts in the statement of financial position and providing greater comparability between the years 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 first 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 financial statements

For the year ended December 31, 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 - IASB were not adopted since they are not effective in the year ended December 31, 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 and Contracts Referencing Nature-dependent Electricity

•      IFRS 18/ CPC 51 – Presentation and Disclosure in Financial Statements

•      IFRS 19 – Subsidiaries without Public Accountability

 

 

Accounting policy

 

Cash and cash equivalents comprise bank balances and short-term financial investments with maturities of up to 90 days, readily convertible into known amounts of cash and subject to an insignificant risk of change in value. Cash equivalents are held for the purpose of meeting short-term cash commitments.

 

Investments that do not fall under the classification of cash and cash equivalents are presented as financial investments in a separate line item in the statements of financial position.

 

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 and financial investments composed of a fixed-income component indexed to the DI rate and a variable component represented by financial instruments whose characteristics meet the criteria for compensation set forth in CPC 39 / IAS 32, resulting in the presentation of a net financial asset, and; (ii) outside Brazil, in certificates of deposit of financial institutions and in short-term investment funds, whose portfolio is comprised of Federal Government bonds.

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


a. Cash and cash equivalents

 

 

Parent

 

Consolidated

 

12/31/2025

 

12/31/2024

 

12/31/2025

 

12/31/2024

Cash and banks

 

 

 

 

 

 

 

In local currency

289

 

120

 

432,604

 

211,047

In foreign currency

 

 

409,691

 

194,793

Financial investments considered cash equivalents

 

 

 

 

 

 

 

Securities and funds

 

 

 

 

 

 

 

In local currency

41,856

 

4,066

 

1,622,908

 

1,286,152

In foreign currency

 

 

709,922

 

379,601

Total cash and cash equivalents

42,145

 

4,186

 

3,175,125

 

2,071,593

 

b. Financial investments

 

 

Parent

 

Consolidated

 

12/31/2025

 

12/31/2024

 

12/31/2025

 

12/31/2024

Financial investments

 

 

 

 

 

 

 

Securities and funds

 

 

 

 

 

 

 

In local currency (a)

1,417,728

 

320,101

 

3,311,585

 

2,271,980

In foreign currency (b)

 

 

2,921,770

 

2,854,126

Total financial investments

1,417,728

 

320,101

 

6,233,355

 

5,126,106

Current

6,515

 

20,100

 

3,851,758

 

2,306,927

Non-current

1,411,213

 

300,001

 

2,381,597

 

2,819,179

 

(a)

       As of December 31, 2025, the Parent Company balance comprises (i) commercial notes in the amount of R$ 306,009 and (ii) financial instruments offset with the same counterparty, presented net of financial liabilities measured at fair value in the amount of (93,500). The Consolidated Company balance comprises (i) financial bills and indexed-rate Brazilian Federal Government bonds totaling R$ 1,433,475 and (ii) the remaining amount, which substantially corresponds to financial instruments offset with the same counterparty, presented net of financial liabilities measured at fair value in the amount of (174,643).

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



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


 

Accounting policy

 

Trade receivables represent amounts receivable for the sale of products and services provided by the Company’s subsidiaries and are recorded at the nominal value invoiced on the date of sale.

 

Reseller financing is provided to promote the renovation and upgrading of service stations, purchase of products and development of the automotive fuels and lubricants distribution market. The amounts are financed with an average payment term of 12 to 60 months, subject to interest and monetary variation. Remeasurement is carried out at a market rate for working capital loans and is recognized in the financial result.

 

Expected credit losses are measured in accordance with the IFRS 9 simplified approach, using a provision matrix based on expected losses for the full balance of trade receivables, considering the probability of default. The loss allowance for expected credit losses considers the expected losses for the next 12 months, which includes the deterioration or improvement of the customers’ credit quality, considering the customers’ characteristics in each business segment. Loss rates are determined by the average of advances of receivables through stages of default until full write-off. This calculation includes the credit risk score for each exposure, based on predictive data and credit assessment experience.

 

The amount of the expected credit losses is deemed by management to be sufficient to cover any loss on realization of trade receivables.

 

a. Trade receivables and reseller financing

 

Trade receivables

12/31/2025

 

12/31/2024

Domestic customers

3,946,459

 

3,885,310

Domestic customers - related parties (see Note 8)

6,449

 

301

Foreign customers

133,961

 

19,032

Foreign customers - related parties (see Note 8)

2,839

 

8,361

 

4,089,708

 

3,913,004





 (-) Allowance for expected credit losses

(352,472)

 

(345,735)





 Total - trade receivables of customers

3,737,236 

 

3,567,269





Current

3,703,954

 

3,540,266

Non-current

33,282

 

27,003





 

 

 

 

Reseller financing

12/31/2025

 

12/31/2024

Reseller financing

1,508,373

 

1,404,883

(-) Allowance for expected credit losses

(134,353)

 

(126,859)

Total – reseller financing

1,374,020

 

1,278,024

Current

573,093

 

511,979

Non-current

800,927

 

766,045

 

27


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 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, 2023

334,467

 

134,383

 

468,850

Additions

114,691

 

31,931

 

146,622

Reversals

(85,549)

 

(37,126)

 

(122,675)

Write-offs

(17,874)

 

(2,329)

 

(20,203)

Balance as of December 31, 2024

345,735

 

126,859

 

472,594

Additions

201,054

 

113,550

 

314,604

Reversals

(163,238)

 

(97,417)

 

(260,655)

Write-offs

(47,994)

 

(8,639)

 

(56,633)

Opening balance – acquisition of subsidiaries (i)

16,915

 

 

16,915

Balance as of December 31, 2025

352,472

 

134,353

 

486,825


(i) The total amounts of acquisitions made by the Company are substantially related to Hidrovias do Brasil (see Note 28.b).


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

 

 

12/31/2025

 

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%

 

4,492,797

 

23,081

 

0.55%

 

4,289,620

 

23,517

Less than 30 days

1.57%

 

132,614

 

2,082

 

3.14%

 

141,756

 

4,452

31-60 days

8.06%

 

33,539

 

2,702

 

20.26%

 

40,402

 

8,186

61-90 days

13.17%

 

25,671

 

3,380

 

14.96%

 

27,360

 

4,093

91-180 days

21.73%

 

71,225

 

15,480

 

30.37%

 

57,289

 

17,396

More than 180 days

52.25%

 

842,235

 

440,100

 

54.49%

 

761,460

 

414,950

 

 

 

5,598,081

 

486,825

 

 

 

5,317,887

 

472,594

  

Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025



Accounting policy

 

Inventories are stated at the lower of cost and net realizable value, and estimates of net realizable value are based on the average selling prices at the end of the reporting period, net of applicable direct selling expenses. The costs are measured using the weighted average cost and include the costs of acquisition and processing directly and indirectly related to the units produced based on the normal capacity of production.

 

At the reporting date, the net realizable value of inventories is assessed and subsequent events related to price and cost fluctuations are considered, if relevant, and a provision for losses on obsolete or slow-moving inventories may be recognized. Write-offs and reversals are recognized as "Cost of goods sold and services rendered". This classification is made by management with the support of the industrial and operations teams.


 

 

12/31/2025

 

12/31/2024

Fuels, lubricants and greases

 

3,395,951

 

3,009,100

Raw materials

 

313,445

 

373,544

Purchase for future delivery (1)

 

102,985

 

255,001

Consumable materials and other items for resale

 

292,054

 

129,539

Liquefied petroleum gas - LPG

 

120,537

 

128,098

Properties for resale

 

19,192

 

21,794

 

 

4,244,164

 

3,917,076


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

Movements in the provision for inventory losses are as follows:


 

12/31/2025

 

12/31/2024

Opening balance

3,920

 

7,031

Addition to provision for obsolescence and other losses

4,191

 

-

Reversal of provision for obsolescence and other losses

   (2,386)

 

   (4,791)

Addition to provision for adjustment to realizable value

8,104

 

1,680

Reversal of provision for adjustment to realizable value

   (1,428)

 

-

Closing balance

   12,401

 

3,920

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 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”).


 

12/31/2025

 

12/31/2024

ICMS - State VAT (a.1)

1,394,916

 

1,416,708

PIS and COFINS - Federal VAT (a.2)

3,863,682

 

3,172,417

Others

144,643

 

101,152

Total

5,403,241

 

4,690,277

Current

1,685,426

 

2,040,008

Non-current

3,717,815

 

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 basis 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).

 

The amounts of recoverable ICMS are realized through the Company’s own operations subject to taxes, being a revolving credit, which means that the credits are monthly offset against the tax payable on sales and new credits are generated by the acquisition of inputs, as well as by the State's refund on tax substitution operations. Management estimates the realization of the credits classified in non-current assets within a term of up to 5 years.


 

12/31/2025

Up to 1 year

384,458

From 1 to 2 years

462,422

From 2 to 3 years

304,872

From 3 to 5 years

208,721

Above 5 years

34,443

Total recoverable ICMS, net of provision

1,394,916


The provision for ICMS losses, in the amount of R$ 16,902 (R$ 17,116 as of December 31, 2024), relates to tax credit of the subsidiaries whose amounts are not included within the term determined by its internal policies of provisioning.

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


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

 

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

In the year ended December 31, 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$ 814,319 (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.


Management estimates the realization of these credits within up to 5 years from the constitution date, as follows:


 

12/31/2025

Up to 1 year

1,156,563

From 1 to 2 years

920,585

From 2 to 3 years

713,582

From 3 to 5 years

1,072,952

Total recoverable PIS and COFINS

3,863,682


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$ 664,056, of which R$ 317,963 recorded as current and R$ 346,093 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). Management estimates the realization of these credits within up to 5 years. 


31


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025



a. Parent


 

Assets

 

Liabilities

 

12/31/2025

 

12/31/2024

 

12/31/2025

 

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.

55,930

 

50,548

 

408

 

431

Cia Ultragaz S.A.

30,399

 

28,588

 

 

1,761

Ultracargo Logística S.A.

315,348

 

313,873

 

240

 

Eaí Clube Automobilista S.A.

912

 

1,008

 

87

 

78

Hidrovias do Brasil S.A.

5,118

 

 

388

 

am/pm Comestíveis Ltda.

3,901

 

5,079

 

421

 

19

Others

1,822

 

966

 

 

11

Total

413,430

 

400,062

 

4,419

 

5,175

 

 

 

 

 

 

 

 

Other receivables/payables

97,914

 

86,973

 

1,433

 

2,300

Trade payables

 

 

111

 

Related parties

7,524

 

7,076

 

2,875

 

2,875

Financial investments (1)

307,992

 

306,013

 

 


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

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 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)

 

12/31/2025

 

12/31/2024

 

12/31/2025

 

12/31/2024

 

12/31/2025

 

12/31/2024

Transactions with subsidiaries and joint ventures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transactions with joint ventures

 

 

 

 

 

 

 

 

 

 

 

Refinaria de Petróleo Riograndense S.A.

2

 

 

11,156

 

9,846

 

(726,418)

 

(457,885)

Latitude Logística Portuária S.A.

4,620

 

10,862

 

49

 

 

 

Navegantes Logística Portuária S.A.

90,850

 

29,406

 

 

 

 

Hidrovias do Brasil S.A.

 

416

 

 

 

 

Obrinel S.A.

1,618

 

 

 

 

 

Others

11,349

 

7,943

 

3,968

 

2,875

 

419

 

851

 

 

 

 

 

 

 

 

 

 

 

 

Transactions with other related parties

 

 

 

 

 

 

 

 

 

 

 

Chevron Oronite Brasil Ltda. (1)

2,847

 

 

34,460

 

13,434

 

(241,586)

 

(195,925)

Chevron Products Company (1)

 

 

188,578

 

159,432

 

(638,568)

 

(745,812)

Others

3,218

 

8,760

 

1,726

 

1,449

 

(228)

 

(3,718)

 

 

 

 

 

 

 

 

 

 

 

 

Total

114,504

 

57,387

 

239,937

 

187,036

 

(1,606,381)

 

(1,402,489)

 

 

 

 

 

 

 

 

 

 

 

 

Trade receivables (Note 5)

9,288

 

8,662

 

 

 

 

Other receivables

20

 

416

 

 

 

 

Trade payables (Note 16)

 

 

237,062

 

183,520

 

 

Related parties

105,196

 

48,309

 

2,875

 

3,516

 

 

Sales and services provided

 

 

 

 

49,972

 

21,125

Purchases

 

 

 

 

(1,656,353)

 

(1,423,614)


(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


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:


 

12/31/2025

 

12/31/2024

Short-term compensation

41,181

 

51,814

Stock compensation

74,349

 

62,952

Post-employment benefits

3,592

 

4,767

Total

119,122

 

119,533


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


d. Stock plan (Consolidated)

  • 2017 Plan

On April 19, 2017, the Ordinary and Extraordinary General Shareholders’ Meeting (“OEGM”) approved a share-based incentive plan (“2017 Plan”), which establishes the general terms and conditions for granting common shares issued by the Company and held in treasury, that may or may not involve the granting of usufruct of part of these shares for later transfer of the ownership of the shares, with vesting periods determined in each Program, to directors or employees of the Company or its subsidiaries.

As a result of the Plan approved in 2017, common shares representing at most 1% of the Company's share capital could be delivered to the participants, which corresponded, at the date of approval of this Plan, to 11,128,102 common shares.

 

At the OEGM held on April 19, 2023, the 2017 Plan was amended, permitting that, if the participant becomes a member of the Company's Board of Directors, thus ceasing to hold any other executive position, the right to receive ownership of the shares will be preserved, maintaining the conditions and other requirements established in the applicable programs and in each agreement.

  • 2023 Plan

The share-based incentive plan ("2023 Plan") establishes the general terms and conditions for the Company or its subsidiaries to grant common shares issued by them and held in treasury, to the Management, including the members of Ultrapar's Board of Directors, or employees of the Company or of companies under its direct or indirect control, that may involve the granting of usufruct for later transfer of the ownership of the shares, subject to the terms and conditions set forth in the 2023 Plan. In the case of members of the Board of Directors, the grants will be mandatorily linked to the remuneration approved by the shareholders at the Ordinary General Shareholders’ Meeting.

 

As a result of the 2023 Plan, common shares representing at most 5% of the Company's share capital may be delivered to the participants, which corresponded, at the date of approval of said Plan, to 55,760,215 common shares. Annually, a maximum of 1% of this limit may be used.

  • 2025 Plan - Hidrovias

On June 23, 2025, Hidrovias’ Board of Directors approved the 2025 Plan, a long-term restricted share-based incentive plan to Management and eligible employees.

 

On July 1, 2025, the first batch of restricted shares was granted to eligible executives, with the transfer of ownership subject to vesting periods and to the other transfer restrictions set forth in the plan.

 

Executives participating in the New SOP (approved on December 29, 2023) opted to replace their stock option rights with the right to restricted shares as set forth in the 2025 Plan, subject to conditions approved by the Board of Directors. For further details, please see Note 20.3 to the financial statements for the year ended December 31, 2025 of subsidiary Hidrovias.

 

 

Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 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 16, 2020

140,000

2026

23.03

5,464


(4,857)


607

Ultrapar

Restricted

September 22, 2021

1,000,000

2027

14.17

24,093


(18,616)


5,477

Ultrapar

Restricted

September 21, 2022

2,640,000

2032

12.98

64,048


(20,771)


43,277

Ultrapar

Restricted

December 7, 2022

1,500,000

2032

13.47

37,711


(11,631)


26,080

Ultrapar

Restricted

April 20, 2023

1,117,425

2026

14.50

30,418


(27,638)


2,780

Ultrapar

Performance

April 20, 2023

1,146,186

2026

14.50

31,466


(28,687)


2,779

Ultrapar

Restricted

September 20, 2023

3,700,000

2033

18.75

129,322


(30,220)


99,102

Ultrapar

Restricted

April 17, 2024

3,444,789

2027 to 2029

26.94

175,894


(72,459)


103,435

Ultrapar

Restricted

June 19, 2024

60,683

2027

21.47

2,468


(1,234)


1,234

Ultrapar

Restricted

October 1, 2024

1,295,000

2034

23.10

55,785


(6,973)


48,812

Ultrapar

Restricted

April 3, 2025

4,558,462

2027 to 2028

17.78

153,500


(31,076)


122,424

Ultrapar

Restricted

November 13, 2025

750,000

2035

22.84

32,430


(541)


31,889

 

21,352,545

 

 

742,599


(254,703)


487,896












Hidrovias 

Restricted 

July 1, 2025 

1,244,523

2028 

3.55 

4,961


(828)


4,133




1,244,523



4,961


(828)


4,133




Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025



 

12/31/2025


Ultrapar

Number of shares as of December 31, 2024

18,521,704

Ultrapar shares granted during the year

5,351,177

Cancellation of Ultrapar shares due to termination of executive

(209,432)

Ultrapar shares transferred (vesting)

(2,310,904)

   Number of shares as of December 31, 2025

21,352,545


12/31/2025
Hidrovias
Number of shares as of December 31, 2024 -
Hidrovias shares granted during the year 1,244,523
Number of shares as of December 31, 2025 1,244,523


The Company does not have shares that were not transferred after the period for transfer of the ownership of the shares. For the year ended December 31, 2025, an expense in the amount of R$ 142,814 was recognized in relation to the Plan (R$ 112,277 for the year ended December 31, 2024).


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



Accounting policy

 

Current and deferred income tax (“IRPJ”) and social contribution on net income tax (“CSLL”) are calculated based on their current rates. For the calculation of current IRPJ, the value of tax incentives is also considered. At the end of the fiscal year the portion of the profit corresponding to these investment grants is allocated to the constitution of a tax incentive reserve in subsidiaries’ equity and is excluded from the dividend calculation basis and subsequently capitalized. Taxes are recognized based on the rates of IRPJ and CSLL provided for by the laws enacted on the last day of the financial statements. The current rates in Brazil are 25% for IRPJ and 9% for CSLL.

 

Deferred IRPJ and CSLL are recognized when a temporary difference between the tax and accounting balances exists, given that tax credits and debits are not subject to the statute of limitations, and mainly result 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.

 

On December 27, 2024, Law 15,079 was published, which introduce the Additional of CSLL to adapt Brazilian legislation to the GloBE Rules, aligning the country to Pillar 2 of the BEPS of OECD. This guideline establishes a minimum global tax rate of 15% for multinationals with annual revenues exceeding €750 million. 

 

In December 31, 2025, Management assessed the potential impacts of the new law and concluded that no relevant effects on the Company's financial statements are expected, considering its operational profile and actual level of taxes. The Company will continue to assess the complementary regulation and eventual international unfoldings.


 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


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


 

Parent

 

Consolidated

 

12/31/2025

 

12/31/2024

 

12/31/2025

 

12/31/2024

Assets - Deferred income and social contribution taxes on:

 

 

 

 

 

 

 

Provision for losses with assets

-

 

 

43,763

 

41,467

Provisions for tax, civil and labor risks

44,928

 

67,261

 

149,635

 

188,495

Provision for post-employment benefits

604

 

516

 

73,698

 

76,166

Provision for differences between cash and accrual basis (i)

32,910

 

 

89,166

 

19,483

Goodwill

-

 

 

32,747

 

10,317

Provision for asset retirement obligation

-

 

 

12,593

 

13,472

Operating provisions

4,841

 

4,366

 

61,311

 

60,120

Provision for profit sharing and bonus

9,002

 

10,246

 

97,240

 

76,880

Leases payable

2,253

 

2,961

 

583,232

 

499,988

Provision for deferred revenue

-

 

 

710

 

450

Acquisition of shares from shareholders

-

 

-

 

82,128

 

-

Other temporary differences

36,358

 

21,762

 

193,988

 

115,753

Tax losses and negative basis for social contribution carryforwards

43,188

 

51,339

 

529,868

 

510,780

Total

174,084

 

158,451

 

1,950,079

 

1,613,371

Offsetting liability balance

(9,643)

 

(15,821)

 

(942,788)

 

(676,430)

Net balances presented in assets

164,441

 

142,630

 

1,007,291

 

936,941

 

 

 

 

 

 

 

 

Liabilities - Deferred income and social contribution taxes on:

 

 

 

 

 

 

 

Leases payable

1,891

 

2,586

 

484,879

 

406,173

Provision for differences between cash and accrual basis (i)

 

 

268,466

 

194,846

Change in fair value of subscription warrants

2,127

 

7,611

 

2,127

 

7,611

Goodwill on investments

 

 

28,480

 

28,771

Business combination - fair value of assets

 

 

573,793

 

52,781

Provision for indemnification

-

 

-

 

88,854

 

14,063

Other temporary differences

5,624

 

5,624

 

134,086

 

105,010

Total

9,642

 

15,821

 

1,580,685

 

809,255

Offsetting asset balance

(9,642)

 

(15,821)

 

(942,788)

 

(676,430)

Net balances presented in liabilities

 

 

637,897

 

132,825


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

 

 

Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


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


 

Parent

 

Consolidated

Balance as of December 31, 2023

164,267

 

1,254,928

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

(21,530)

 

(360,953)

Deferred IRPJ and CSLL recognized on company acquisition

 

(71,815)

Deferred IRPJ and CSLL recognized in other comprehensive income

(107)

 

(18,178)

Others

 

134

Balance as of December 31, 2024

142,630

 

804,116

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

21,840

 

(8,892)

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

-

 

10,175

Deferred IRPJ and CSLL recognized on company acquisition (1)

 

74,730

Deferred IRPJ and CSLL recognized on business combinations

 

(581,271)

Deferred IRPJ and CSLL recognized in equity

(29)

 

70,536

Balance as of December 31, 2025

164,441

 

369,394


(1) On May 8, 2025, the Company acquired the control and began to consolidate Hidrovias. For further details, see Note 28.b.


The estimated recovery of the deferred tax assets relating to IRPJ and CSLL is shown as follows:


 

Parent

 

Consolidated

Up to 1 year

76,660

 

683,751

1 to 2 years

44,484

 

226,732

2 to 3 years

10,607

 

432,317

3 to 5 years

34,366

 

129,689

5 to 7 years

3,381

 

153,036

Above 7 years

4,586

 

324,554

Total deferred tax assets relating to IRPJ and CSLL

174,084

 

1,950,079


The balances of R$ 174,084 in the parent and R$ 1,950,079 in the consolidated were supported by the technical study on taxable profit projections for the realization of deferred tax assets.  The taxable profit projections from business plans of each segment of the Company which indicates trends and perspectives, demand effects, competition and other economic factors, and that represent management’s best estimate about the economic conditions existing during the period of realization of the deferred tax asset, were taken into account.


The main key assumptions used to calculate the realization of deferred tax assets are: growth in Gross Domestic Product (“GDP”), exchange rate, basic interest rate (SELIC) and DI, inflation rate and commodity price index.

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


b. Reconciliation of income and social contribution taxes in the statement of income


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


 

Parent

 

Consolidated

 

12/31/2025

 

12/31/2024

 

12/31/2025

 

12/31/2024

Income before taxes

2,578,477

 

2,397,487

 

3,811,909

 

4,011,517

Statutory tax rates - %

34

 

34

 

34

 

34

Income and social contribution taxes at the statutory tax rates

(876,682)

 

(815,146)

 

(1,296,049)

 

(1,363,916)

Adjustment to the statutory income and social contribution taxes:

 

 

 

 

 

 

 

Nondeductible expenses

(2,742)

 

(2,973)

 

(65,891)

 

(14,729)

Nontaxable revenues (i)

617

 

418

 

231,440

 

26,755

Adjustment to estimated income

 

 

13,887

 

1,807

Unrecorded deferred income and social contribution tax loss carryforwards

 

(25,884)

 

(134,489)

 

(205,794)

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

866,984

 

809,203

 

(22,612)

 

(44,090)

Interest on equity between subsidiaries

 

 

12,715

 

35,901

Difference of rate in the measurement of taxes (ii)

 

 

39,062

 

Other adjustments

8,352

 

(365)

 

56,918

 

(15,861)

Income and social contribution taxes before tax incentives

(3,471)

 

(34,747)

 

(1,165,019)

 

(1,579,927)

Tax incentives – SUDENE (iii)

-

 

 

101,330

 

94,310

Income and social contribution taxes in the statement of income

(3,471)

 

(34,747)

 

(1,063,689)

 

(1,485,617)

Current

(25,311)

 

(13,217)

 

(1,054,797)

 

(1,124,664)

Deferred

21,840

 

(21,530)

 

(8,892)

 

(360,953)

Effective IRPJ and CSLL rates - %

0.1

 

1.4

 

27.9

 

37.0


(i)

Consist of gains and income not taxable under applicable tax legislation and amounts related to non-taxation of the income and social contribution taxes on the monetary variation (SELIC).

(ii) Refers to differences in applicable tax rates in the countries where the Company's subsidiaries operate.
(iii) 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.

39


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


c. Tax losses and negative basis for social contribution carryforwards


As of December 31, 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:


 

12/31/2025

 

12/31/2024

Oil Trading

68,920

 

77,155

Ultrapar

43,188

 

51,339

Ipiranga

300,409

 

300,409

Ultracargo Soluções Logística

42,808

 

33,553

Hidrovias do Brasil – Holding S.A

29,149

 

Others

45,394

 

48,324

 

529,868

 

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:


 

12/31/2025

 

12/31/2024

Neogás

45,143

 

45,286

Integra Frotas

33,730

 

18,927

Stella

33,073

 

15,686

Millennium

14,440

 

11,650

Abastece aí

156,570

 

126,900

Hidrovias do Brasil – Holding S.A

139,914

 

Hidrovias do Brasil – Administração Portuária de Santos

40,005

 

Others

9,897

 

6,374

 

472,772

 

224,823

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025



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:


 

12/31/2025

 

12/31/2024

Opening balance

2,131,902

 

2,262,508

Additions

522,960

 

424,477

Amortization

(469,766)

 

(555,083)

Closing balance

2,185,096

 

2,131,902

Current

666,109

 

658,571

Non-current

1,518,987

 

1,473,331

 


Accounting policy


Investments in subsidiaries are accounted for under the equity method of accounting in the parent’s individual financial statements. A subsidiary is an investee in which the investor is entitled to variable returns on investment and has the ability to interfere in its financial and operational activities.


Investments in associates and joint ventures are accounted for under the equity method of accounting in the financial statements. An associate is an investment in which an investor has significant influence, that is, has the power to participate in the financial and operating decisions of the investee but does not exercise control. A joint venture is an investment in which the shareholders have the right to net assets on behalf of a joint control. Joint control is the agreement which establishes that decisions about the relevant activities of the investee require the consent from the parties that share control.


Other investments are stated at acquisition cost less provision for losses, unless the loss is considered temporary.

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


The table below presents the positions of equity and income (loss) for the year 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

 

 

12/31/2025

12/31/2024

 

12/31/2025

12/31/2024

Subsidiaries

 

 

 

 

 

 

 

 

 

Ultra Logística Ltda. (i)

2,166,745

(37,524)

100.00

 

2,166,745

3,266,345

 

(37,524)

253,128

Ultrapar International S.A.

(58,094)

10,435

100.00

 

(58,094)

(68,530)

 

10,435

(13,680)

UVC

 

 

(4,112)

Ultragaz Participações Ltda.

-

 

 

372,263

Ultracargo Logística Ltda

1,225,224

196,067

99.92

 

1,224,232

 

195,909

Companhia Ultragaz S.A.

1,131,030

626,643

99.99

 

1,130,862

1,106,687

 

626,551

513,890

UVC Investimentos Ltda.

90,366

(4,399)

100.00

 

90,366

47,702

 

(4,399)

516

Imaven Imóveis Ltda.

89,645

2,171

100.00

 

89,645

64,917

 

2,171

3,121

Ultra Mobilidade S.A. (*)

9,276,372

1,833,442

100.00

 

9,276,372

10,407,480

 

1,833,442

1,282,578

EAI Clube Automobilista S/A

5,238

1,007

100.00

 

5,238

 

1,007

Joint ventures

 

 

 

 

 

 

 

 

 

Química da Bahia Indústria e Comércio S.A.

7,998

1,327

50.00

 

3,999

3,319

 

663

(158)

Refinaria de Petróleo Riograndense S.A. (ii)

(219,695)

(235,921)

33.14

 

(72,803)

2,016

 

(78,303)

(27,537)

 

 

 

 

 

 

 

 

 

 

Total (A)

 

 

 

 

13,856,562

14,829,936

 

2,549,952

2,380,009

Total provision for loss on investment (B)

 

 

 

 

(130,897)

(68,530)

 

 

 

Total investments (A-B)

 

 

 

 

13,987,459

14,898,466

 

 

 


(*) Amounts adjusted for unrealized profits in equity and income for the year.
(i) Balances are presented net of the effects of discontinued operations. For further details, see note 29.
(ii) Investment considers capital loss balances of R$ 6,126 as of December 31, 2025 (R$ 9,666 as of December 31, 2024).

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 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

 

 

12/31/2025

12/31/2024

 

12/31/2025

12/31/2024

Joint ventures

 

 

 

 

 

 

 

 

 

União Vopak – Armazéns Gerais Ltda.

(849)

(1,389)

50.00

 

(425)

270

 

(695)

(730)

Refinaria de Petróleo Riograndense S.A.

(219,695)

(235,921)

33.14

 

(72,803)

2,015

 

(78,304)

(27,537)

Latitude Logística Portuária S.A.

7,625

3,176

50.00

 

3,813

2,225

 

1,588

(3,777)

Navegantes Logística Portuária S.A.

(7,142)

(29,234)

33.33

 

(2,381)

7,364

 

(9,745)

(8,472)

Nordeste Logística I S.A.

9,454

(9,510)

33.33

 

3,151

5,959

 

(3,170)

(171)

Nordeste Logística II S.A.

53,525

(2,822)

33.33

 

17,842

18,782

 

(940)

1,566

Nordeste Logística III S.A.

54,552

(422)

33.33

 

18,184

18,330

 

(140)

493

Química da Bahia Indústria e Comércio S.A.

7,998

1,327

50.00

 

3,999

3,319

 

663

(159)

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

168,095

7,068

50.00

 

84,047

59,694

 

3,534

4,162

Limday S.A.

30,666

6,049

44.55

 

13,662

 

2,695

Obrinel S.A.

205,810

51,073

49.00

 

100,847

 

25,026

Baden S.A.

19,825

(1,737)

50.00

 

9,912

 

(869)

Other investments

 

436

281

 

Associates

 

 

 

 

 

 

 

 

 

Hidrovias do Brasil S.A. (i)

2,162,052

(247,290)

44.51

 

504,629

 

(96,480)

(94,842)

Transportadora Sulbrasileira de Gás S.A.

14,559

2,928

25.00

 

3,640

3,498

 

733

1,704

Metalúrgica Plus S.A.

(1,351)

(306)

33.33

 

(450)

(349)

 

(102)

(91)

Plenogás Distribuidora de Gás S.A.

1,356

619

33.33

 

452

1,041

 

207

672

Other investments

 

37

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.

 

7,390

 

 

 

 

 

 

 

 

 

 

 

Fair value adjustment on investments

 

 

 

 

 

 

 

 

 

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

 

37,225

38,835

 

(1,611)

(2,493)

Concession Agreement - Baloto

 

4,163

 

 

 

 

 

 

 

 

 

 

 

Advances for investments

 

 

 

 

 

 

 

 

 

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

 

59,403

90,000

 

Advances for investments - Virtu GNL (iii)

 

30,000

 

Advances for investments - Blustone

 

5,872

 

 

 

 

 

 

 

 

 

 

 

Advances for future capital increase

 

 

 

 

 

 

 

 

 

Hidrovias do Brasil S.A. (i)

 

500,000

 

 

 

 

 

 

 

 

 

 

 

Total (A)

 

 

 

 

445,322

2,148,284

 

(157,610)

(129,675)

Total provision for loss on investment (B)

 

 

 

 

(76,059)

(349)

 

 

 

Total investments (A-B)

 

 

 

 

521,381

2,148,633

 

 

 



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025

(i) On May 8, 2025, the Company acquired the control and began to consolidate Hidrovias. For further details, see Note 28.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. 
(iii) The amount refers to the advance for the acquisition of a 37.5% interest in Virtu GNL Participações S.A by subsidiary UVC Investimentos Ltda.

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

 

Consolidated

 

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

 

Equity attributable to non-controlling interests

 

Income allocated to non-controlling interests for the year

 

12/31/2025

12/31/2024

 

12/31/2025

12/31/2024

 

12/31/2025

12/31/2024

Subsidiaries

%

%

 

 

 

 

 

 

Hidrovias do Brasil S.A. (i)

41%

-

 

1,390,560

 

(105,067)

Iconic Lubrificantes S.A. (i)

44%

44%

 

407,379

484,986

 

137,810

135,428

Ultragaz Comercializadora de Energia Ltda. (i)

48%

48%

 

148,927

116,249

 

47,363

25,082

Other investments

-

-

 

117,479

63,491

 

7,949

2,650

 

 

 

 

2,064,345

664,726

 

88,055

163,160


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


The summarized financial information of the associates and joint ventures relevant for the Company is presented below. The individual financial statements of these entities may differ from the financial information presented here, which is prepared considering Ultrapar's accounting policies and using the most recent financial information available.

 

 

Joint ventures

 

RPR

 

Opla

 

Obrinel

 

12/31/2025

12/31/2024

 

12/31/2025

12/31/2024

 

12/31/2025

Total assets

671,468

   1,069,063

 

   231,208

   182,810

 

788,270

Total liabilities

891,163

   1,062,982

 

     63,113

     63,422

 

582,460

Equity

(219,695)

6,081

 

   168,095

   119,388

 

205,810

Net revenue

   2,054,242

   2,177,747

 

     53,448

     60,281

 

103,845

Net income (loss) for the year

(235,921)

  (83,097)

 

7,068

8,324

 

    51,073

Number of shares or units held

   1,719,491

1,489

 

  16,957,908

  16,957,908

 

661,904,939

Interest in share capital - %

33

50

 

50

50

 

49


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

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025

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

 

Parent

 

Consolidated

 

Subsidiaries


Joint ventures


Total

 

Joint ventures


Associates


Advances


Advances for future capital increase


Other investments


Total

Balance as of December 31, 2023 (i)

12,231,312


35,031


12,266,343

 

313,848


4,252





318,100

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

2,407,704


(27,695)


2,380,009

 

(34,625)


(92,557)





(127,182)

Amortization of fair value adjustments



 

(2,493)






(2,493)

Dividends

(1,169,912)



(1,169,912)

 


(1,196)





(1,196)

Equity instrument granted (ii)

29,587



29,587

 


1,540





1,540

Accumulated other comprehensive income

62,272


(2,427)


59,845

 

(2,427)


37,458





35,031

Tax incentive reserve

5,699



5,699

 


-





-

Capital increase in cash

1,124,230



1,124,230

 


42,985





42,985

Capital increase in shares

133,552



133,552

 






Capital decrease in shares



 

(522)






(522)

Advances for investments - GPA stations



 



90,000




90,000

Acquisition of shares of Hidrovias do Brasil S.A.



 


647,201





647,201

Transfers of financial assets to investments (iii)



 


645,333





645,333

Advance for future capital increase (iv)



 


-



500,000



500,000

Other movements

157


426


583

 

599


(1,112)





(513)

Balance as of December 31, 2024 (i)

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 (*)

2,627,592


(77,640)


2,549,952

 

(60,357)


(95,642)





(155,999)

Amortization of fair value adjustments



 

(1,611)






(1,611)

Dividends

(3,395,567)



(3,395,567)

 

(8,057)


(591)





(8,648)

Equity instrument granted (ii)

29,090



29,090

 






Accumulated other comprehensive income

8,082


1,061


9,143

 

1,061


7,722





8,783

Translation adjustments of foreign subsidiaries



 

(3,612)





(271)


(3,883)

Advances for future capital increase and capital contribution

728,824



728,824

 

20,819






20,819

Capital decrease

(675,809)


-


(675,809)

 

-


-


-


-


-


-

Reclassification to assets held for sale(iii)

(121,153)



(121,153)

 






Acquisition of shares from shareholders

(149,239)



(149,239)

 






Advances for investments - GPA stations



 



(30,597)




(30,597)

Advances for investments - Virtu GNL (iv)



 



30,000




30,000

Advances for investments – Blustone



 



5,872




5,872

Acquisition of shares – Eaí Clube Automobilista

44,284



44,284

 


-





-

Acquisition of shares

-


-


-

 

-


273,325


-


-


-


273,325

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



 

117,276


(1,461,946)



(500,000)


4,434


(1,840,236)

Other movements

4,661


2,440


7,101

 

2,306


(3,093)





(787)

Balance as of December 31, 2025 (i)

13,925,366


(68,804)


13,856,562

 

342,205


3,679


95,275



4,163


445,322

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 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) 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 29.
(iv) The amount refers to the advance for the acquisition of a 37.5% interest in Virtu GNL Participações S.A by subsidiary UVC Investimentos Ltda.
(v) 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 28.b. Additionally, due to the consolidation of Hidrovias, its joint ventures are now included in the consolidated in the amount of R$ 117,276.



Accounting policy

 

The Company and its subsidiaries recognize in the statement of financial position right-of-use assets and the respective lease liabilities calculated at the present value of future lease payments, discounted by the Company’s incremental loan rate, plus the direct costs associated with the lease contract. Right-of-use assets include amounts related to port area leases grants.

 

The remeasurement of assets and liabilities based on the contractual index is recognized in the statement of financial position, not having an effect on the result. In case of cancellation of the contract, the assets and respective liabilities are written off to the result, considering, if it is the case, any penalties provided in contractual clauses. The Company and its subsidiaries have no intention of purchasing these assets.

 

The amortization expenses of right-of-use assets is recognized in the statement of income over the lease contract term. When the right-of-use asset is used in the construction of the property, plant, and equipment (“PP&E”), its amortization is capitalized until the asset under construction is completed. The liability is increased for interest and decreased by lease payments made. The interest is recognized in the statement of income using the effective interest rate method.

 

For short-term leases of 12 months or less and lease contracts of low-value assets, which do not have a purchase option at the end of the contract the Company and its subsidiaries recognize the lease expense in the statement of income as incurred over the lease term.

 

The Company and certain subsidiaries have 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. 

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


a. 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 subsidiaries (ii)


Balance as of December 31, 2025

Cost:

 

 


 


 


 


 


 


 


 

Real estate

8

1,987,115


180,352


(261,618)


(621,148)


(270)



223,077


1,507,508

Port areas

28

343,739


36,014


(491)


632,509




113,132


1,124,903

Vehicles

4

357,094


151,955


(88,722)


(3,646)


(53)



2,855


419,483

Equipment

2

33,645


28,523


(2,180)


(23,960)




21,448


57,476

Vessels

8



(52,220)


7,848


(3,125)



129,300


81,803

Others

10

27,846


3,914



21,499





53,259

 

 

2,749,439


400,758


(405,231)


13,102


(3,448)



489,812


3,244,432

Accumulated amortization:

 

 


 


 


 


 


 


 


 

Real estate

(823,733)



188,340


120,476


83


(169,104)


(42,249)


(726,187)

Port areas

(52,692)



480


(130,882)



(45,807)


(38,755)


(267,656)

Vehicles

(169,836)



70,925


6,300


9


(115,029)


(927)


(208,558)

Equipment

(6,007)



1,667


2,275



(15,864)


(15,346)


(33,275)

Vessels



32,501


(5,612)


1,707


(17,543)


(60,604)


(49,551)

Others

(25,847)




(882)



(3,782)



(30,511)

 

 

(1,078,115)



293,913


(8,325)


1,799


(367,129)


(157,881)


(1,315,738)

Right-of-use assets

 

1,671,324


400,758


(111,318)


4,777


(1,649)


(367,129)


331,931


1,928,694


(i) Refers to a transfer received from property, plant and equipment - construction in progress, in the amount of R$ 4,777.
(ii) The total amounts of acquisitions made by the Company are substantially related to Hidrovias do Brasil (see Note 28.b).


 

Weighted average useful life (years)

Balance as of December 31, 2023


Additions and remeasurement (i)


Write-offs


Transfers (ii)


Amortization


Balance as of December 31, 2024

Cost:

 

 


 


 


 


 


 

Real estate

9

1,998,866


196,194


(207,945)




1,987,115

Port areas

32

314,964


2,025



26,750



343,739

Vehicles

3

270,388


143,043


(56,337)




357,094

Equipment

3

38,278


5,958


(10,591)




33,645

Others

20

27,846






27,846

 

 

2,650,342


347,220


(274,873)


26,750



2,749,439

Accumulated amortization:

 

 


 


 


 


 


 

Real estate

(753,198)



131,716


(4,402)


(197,849)


(823,733)

Port areas

(44,620)




-


(8,072)


(52,692)

Vehicles

(109,967)



35,669



(95,538)


(169,836)

Equipment

(5,184)



9,778



(10,601)


(6,007)

Others

(25,847)





-


(25,847)

 

 

(938,816)



177,163


(4,402)


(312,060)


(1,078,115)

Right-of-use assets

 

1,711,526


347,220


(97,710)


22,348


(312,060)


1,671,324

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


b. Leases payable

The changes in leases payable are shown below: 

 

12/31/2025

 

12/31/2024

Opening balance

1,485,152

 

1,523,934

Interest accrued

153,247

 

133,767

Payments of leases and interest

(480,722)

 

(433,488)

Additions and remeasurement

400,758

 

342,332

Write-offs

(104,637)

 

(81,393)

Opening balance - acquisition of subsidiaries (i)

287,589

 

-

Monetary variations and foreign exchange variations

(1,754)

 

-

Closing balance

1,739,633

 

1,485,152

 

 

 

 

Current

343,725

 

316,460

Non-current

1,395,908

 

1,168,692

 

(i) The total amounts of acquisitions made by the Company are substantially related to Hidrovias do Brasil (see Note 28.b).

The undiscounted future cash outflows are presented below:

 

12/31/2025

 

12/31/2024

Up to 1 year

483,696

 

355,336

1 to 2 years

339,415

 

282,945

2 to 3 years

265,036

 

240,984

3 to 4 years

220,813

 

188,002

4 to 5 years

172,465

 

158,559

More than 5 years

1,246,359

 

891,997

Total

2,727,784

 

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$ 252,320 in nominal cash flow, and R$ 160,916 in present value cash flow for the year ended December 31, 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

11.78%

From 6 to 10 years

11.16%

From 11 to 15 years

10.95%

More than 15 years

10.56%

c. Lease contracts of low-value assets and short-term leases

 

Up to 1 year


Between 1 and 5 years


Total

12/31/2025

8,825


9,191


18,016

 

 


 


 

12/31/2024

8,022


2,637


10,659

The amount of leases considered as of low value, short term and variable payments, recognized as an expense for the year ended December 31, 2025 was R$ 13,336 (R$ 9,850 for the year ended December 31, 2024).



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


 

Accounting policy

 

Property, plant and equipment items are measured at acquisition or construction cost, which also includes costs directly attributable to bringing the asset to operating conditions, including borrowing costs on qualifying assets and non-recoverable taxes, as well as, when applicable, the estimated costs of dismantling and removing property, plant and equipment and restoring the site where the asset is located, less accumulated depreciation and impairment losses. The borrowing costs related to funds raised for construction in progress shall be capitalized until the completion of these projects.

 

Depreciation is calculated using the straight-line method, taking into consideration the estimated useful lives of the assets, which are reviewed annually. Leasehold improvements are depreciated over the shorter of the contract term and the useful life of the asset.


 

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 December 31, 2025

Cost:

 

 


 


 


 


 


 


 


 

Land

-

609,624


5,626



455


(19,255)


-


204,984


801,434

Buildings

25

1,745,097


52,256



90,162


(23,809)


-


737,124


2,600,830

Leasehold improvements

15

1,415,342


48,630



114,368


(95,624)


(2,416)


239,373


1,719,673

Machinery and equipment

12

3,758,370


192,271



663,739


(316,969)


(1,351)


696,873


4,992,933

Automotive fuel/lubricant distribution equipment and facilities

15

3,199,426


72,100



206,998


(147,777)



1,976


3,332,723

Push boats, barges, ships

18


25,597



52,842



(104,287)


4,141,734


4,115,886

LPG tanks and bottles

8

1,085,787


88,927



24,082


(44,668)



11,618


1,165,746

Vehicles

6

395,885


28,775



2,458


(41,863)


(17)


31,099


416,337

Furniture and fixtures

9

221,572


17,835



(3,438)


(12,808)


(15)


5,141


228,287

IT equipment

5

321,250


23,822



14,903


(23,891)


(85)


40,200


376,199

Construction in progress

-

1,347,892


1,064,544



(1,146,389)


(5,909)


(456)


236,654


1,496,336

Advances to suppliers

-

44,966


18,445



(42,006)


(7)



(59)


21,339

Imports in progress

-

3,128


4,565



(3,128)





4,565

 

 

14,148,339


1,643,393



(24,954)


(732,580)


(108,627)


6,346,717


21,272,288

Accumulated depreciation:

 

 


 


 


 


 


 


 


 

Buildings

(558,622)



(93,027)


(4,370)


10,768


-


(227,469)


(872,720)

Leasehold improvements

(748,916)



(77,318)


(216)


92,438


921


(55,574)


(788,665)

Machinery and equipment

(2,347,962)



(282,345)


(466)


306,344


264


(401,695)


(2,725,860)

Automotive fuel/lubricant distribution equipment and facilities

(2,122,684)



(135,236)


9,913


140,403



(8)


(2,107,612)

Push boats, barges, ships



(119,248)


6



33,528


(1,139,101)


(1,224,815)

LPG tanks and bottles

(670,068)



(97,768)


(7,968)


38,451



(1,076)


(738,429)

Vehicles

(154,622)



(39,411)


(1,206)


9,328


19


(17,833)


(203,725)

Furniture and fixtures

(142,493)



(16,614)


(510)


9,245


3


(1,362)


(151,731)

IT equipment

(265,675)



(28,755)


837


23,170


(79)


(20,949)


(291,451)

 

 

(7,011,042)



(889,722)


(3,980)


630,147


34,656


(1,865,067)


(9,105,008)

Provision for impairment losses

 

(1,331)





1,148




(183)

Property, plant and equipment, net

 

7,135,966


1,643,393


(889,722)


(28,934)


(101,285)


(73,971)


4,481,650


12,167,097

 

(i) Refers to transfers of R$ 24,157 to intangible assets and R$ 4,777 to right-of-use assets.
(ii) The total amounts of acquisitions made by the Company are substantially related to Hidrovias do Brasil (see Note 28.b).
 

Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025

 

Weighted average useful life (years)

Balance as of December 31, 2023


Additions


Depreciation


Transfers


Write-offs


Acquisition of subsidiaries


Balance as of December 31, 2024

Cost:

 

 


 


 


 


 


 


 

Land

-

607,152


12,968



5,073


(15,569)


-


609,624

Buildings

31

1,646,996


8,904



149,065


(61,770)


1,902


1,745,097

Leasehold improvements

15

1,292,998


37,867



99,777


(15,300)


-


1,415,342

Machinery and equipment

11

3,530,184


143,782



99,603


(16,382)


1,183


3,758,370

Automotive fuel/lubricant distribution equipment and facilities

14

3,361,637


80,317



70,966


(327,319)


13,825


3,199,426

LPG tanks and bottles

8

1,006,398


116,503



-


(37,114)


-


1,085,787

Vehicles

8

371,434


111,735



(29,884)


(62,657)


5,257


395,885

Furniture and fixtures

8

212,640


12,649



(154)


(3,965)


402


221,572

IT equipment

5

318,721


12,259



(5,950)


(3,780)


-


321,250

Construction in progress

-

783,496


1,022,967



(455,740)


(2,831)



1,347,892

Advances to suppliers

-

32,557


19,834



(6,558)


(867)



44,966

Imports in progress

-

3,107


3,127



(3,106)




3,128

 

 

13,167,320


1,582,912



(76,908)


(547,554)


22,569


14,148,339

Accumulated depreciation:

 

 


 


 


 


 


 


 

Buildings

(536,518)



(54,110)


4,126


28,014


(134)


(558,622)

Leasehold improvements

(683,187)



(75,957)


1,798


8,430


-


(748,916)

Machinery and equipment

(2,147,842)



(208,103)


1,776


6,612


(405)


(2,347,962)

Automotive fuel/lubricant distribution equipment and facilities

(2,238,843)



(164,248)


(7,870)


289,359


(1,082)


(2,122,684)

LPG tanks and bottles

(605,298)



(92,219)


-


27,449


-


(670,068)

Vehicles

(181,511)



(35,066)


35,776


26,792


(613)


(154,622)

Furniture and fixtures

(130,117)



(15,718)


642


2,784


(84)


(142,493)

IT equipment

(254,952)



(22,246)


8,136


3,387


-


(265,675)

 

 

(6,778,268)



(667,667)


44,384


392,827


(2,318)


(7,011,042)

Provision for impairment losses

 

(1,471)


(21)




161



(1,331)

Property, plant and equipment, net

 

6,387,581


1,582,891


(667,667)


(32,524)


(154,566)


20,251


7,135,966

 

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

 

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

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


 

Accounting policy

 

Intangible assets include assets acquired from third parties, and are recognized according to the criteria below:


Goodwill is shown as intangible assets corresponding to the positive difference between the amount paid or payable to the seller and the fair value of the identifiable assets and liabilities assumed of the acquired entity. Goodwill is tested for impairment annually or more frequently when there is indication that the goodwill might be impaired. Goodwill is allocated to the cash generating units, which represent the lowest level at which goodwill is monitored for impairment testing purposes.

 

Other intangible assets acquired from third parties, such as software, technology, and commercial property rights, are measured at the amount paid on acquisition and amortized using the straight-line method, according to their useful lives, and are reviewed annually.

 

 The decarbonization credits (“CBIOS”) acquired are recorded at historical cost in intangible assets, being prescribed according to decree in the year to fulfill the individual target set by the National Agency of Petroleum, Natural Gas and Biofuels (“ANP”) and are not amortized. These assets are used to settle the annual decarbonization obligation adopted by Brazilian National Biofuels Policy (“RenovaBio”), implemented by Law No. 13,576/2017, with additional regulations established by Decree No. 9,888/2019 and Ordinance No. 419 of November 20, 2019 issued by the Brazilian Ministry of Mines and Energy. The obligation is recorded under a specific line item of the statement of financial position and is measured according to the target established by the ANP, through the average acquisition cost of credits acquired or the fair value of credits traded on B3 on the closing date for the credits to be acquired.


The Company and its subsidiaries have goodwill and brands acquired in business combinations, which are evaluated as intangible assets with indefinite useful life.


 

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 December 31, 2025

Cost:

 

 


 


 


 


 


 


 


 

Goodwill (a)

-

982,359





(51,100)



436,187


1,367,446

Software (b)

5

1,707,645


330,898



13,486


(34,494)


(1,604)


146,530


2,162,461

Customer contracts

12






(210)


838,359


838,149

Distribution rights

13

176,687


40,932



8,918




29,092


255,629

Brands (c)

-

61,366





(11)



-


61,355

Trademark rights (c)

30

121,001


28



9,868





130,897

Intangible assets in progress


13,409



(6,223)


(2,204)


-


34,438


39,420

Decarbonization credits (CBIO)

-

322


370,501




(370,823)




Others

3

10,611


61



4,151


(43)



1,690


16,470

 

 

3,059,991


755,829



30,200


(458,675)


(1,814)


1,486,296


4,871,827

Accumulated amortization:

 

 


 


 


 


 


 


 


 

Software

(1,013,618)



(253,814)


(1,081)


33,680


252


(103,233)


(1,337,814)

Customer contracts



(48,553)




129


(4,517)


(52,941)

Distribution rights

(110,819)



(10,711)



-



-


(121,530)

Trademark rights

(22,997)



(7,819)


(9,703)


3,084



-


(37,435)

Others

(4,227)



(8,415)


4,741


2,272



-


(5,629)

 

 

(1,151,661)



(329,312)


(6,043)


39,036


381


(107,750)


(1,555,349)

Intangible assets, net

 

1,908,330


755,829


(329,312)


24,157


(419,639)


(1,433)


1,378,546


3,316,478


(i) Refers to R$ 24,157 received in transfer from property, plant and equipment.
(ii) The The total amounts of acquisitions made by the Company are substantially related to Hidrovias do Brasil (see Note 28.b).

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


 

Weighted average useful life (years)

Balance as of December 31, 2023


Additions


Amortization


Transfers


Write-offs


Translation adjustment


Acquisition of subsidiaries


Balance as of December 31, 2024

Cost:

 

 


 


 


 


 


 


 


 

Goodwill (a)

-

943,125



-


(115)


-



39,349


982,359

Software (b)

5

1,503,601


226,098



(18,475)


(3,969)


108


282


1,707,645

Distribution rights

14

155,174


20,101



1,412


-




176,687

Brands (c)

-

62,303




(948)




11


61,366

Trademark rights (c)

30

120,960


41







121,001

Others

3

15,127


224



(4,211)


(529)




10,611

Decarbonization credits (CBIO)

-

710,710


713,453



(389)


(1,423,452)




322

 

 

3,511,000


959,917


-


(22,726)


(1,427,950)


108


39,642


3,059,991

Accumulated amortization:

 

 


 


 


 


 


 


 


 

Software

 

(826,773)



(222,487)


32,886


2,756



-


(1,013,618)

Distribution rights

 

(106,145)



(4,860)


16


170




(110,819)

Trademark rights

 

(18,931)



(4,389)



323




(22,997)

Others

 

(5,234)



(301)


-


1,308




(4,227)

 

 

(957,083)



(232,037)


32,902


4,557



-


(1,151,661)

Intangible assets, net

 

2,553,917


959,917


(232,037)


10,176


(1,423,393)


108


39,642


1,908,330


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


12/31/2025


12/31/2024

Goodwill on the acquisition of:

 


 


 

Hidrovias (28.b)

Hidrovias


341,084


Ipiranga (i)

Ipiranga


276,724


276,724

União Terminais

Ultracargo


211,089


211,089

Texaco

Ipiranga


177,759


177,759

Iconic (CBLSA)

Ipiranga


69,807


69,807

Neoagro Diesel

Ipiranga


62,833


Stella

Ultragaz


51,951


103,051

Temmar

Ultracargo


43,781


43,781

Ultragaz Comercializadora de Energia

Ultragaz


42,260


52,038

Petrovila 

Ipiranga


34,934


DNP

Ipiranga


24,736


24,736

Repsol

Ultragaz


13,403


13,403

Neogás

Ultragaz


7,761


7,761

Mi TRR

Ipiranga


5,383


Baden

Hidrovias


1,731


-

Serra Diesel

Ultrapar


1,413


1,413

TEAS

Ultracargo


797


797

 

 


1,367,446


982,359


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

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


As of December 31, 2025, the Company assessed the balances of goodwill shown in the table above for impairment The determination of value in use involves assumptions, judgments, and estimates of cash flows, such as growth rates of revenues, costs and expenses, estimates of investments and working capital, and discount rates. The assumptions about growth projections of future cash flows are based on the Company’s business plan of its operating segments, as well as comparable market data, and represent management’s best estimate of the future economic conditions. The main key assumptions used by the Company to calculate the value in use are described below.

 

Period of evaluation: period of five years, after which the Company calculates the perpetuity, considering the possibility of carrying the business on indefinitely.

 

Discount rate and real growth rate: the discount and real growth rates used to extrapolate the projections at December 31, 2025 ranged from 11.2% to 12.7% and -0.5% to 0.5% p.a., respectively, depending on the acquisition analyzed.

 

Revenue from sales and services, costs and expenses, and gross margin: considers the budget prepared for 2025 and the long-term strategic plan prepared by management and presented to the Board of Directors.

 

As of December 31, 2025, the Company, through its subsidiary Ultragaz Ultragaz Energia Ltda., recorded impairment loss of R$ 51,100, related to the goodwill of Stella. As of December 31, 2024, the Company and its subsidiaries did not record any impairment loss of assets.

 

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

 

b. Software

 

Includes user licenses and costs for the implementation of the various systems used by the Company and its subsidiaries: integrated management and control, financial management, foreign trade, industrial automation, operational and storage management, accounting information, and other systems. Also include expenses related to software in progress in the amount of R$ 292,604 as of December 31, 2025 (R$ 84,421 as of December 31, 2024).

 

c. Brands and trademarks rights

 

Brands are represented by the acquisition cost of the ‘am/pm’ brand in Brazil and the NEOgás brand, acquired in the business combination, and Chevron and Texaco trademarks rights.


 

Accounting policy

 

Financial liabilities are initially recognized at fair value, net of transaction costs incurred, and are subsequently measured at amortized cost or at fair value through profit or loss and updated using the effective interest rate and including charges. The financial liabilities at fair value through profit or loss refer to financial liabilities designated as hedged items. Any difference between the proceeds (net of transaction costs) and the total amount payable is recognized in the statement of income over the period of the loans using the effective interest rate method. Fees paid on the contracting of loans are recognized as transaction costs and amortized taking into account the term of the loan, using the effective interest rate method.

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


a. Breakdown

 

Description

Index/Currency


Weighted average financial charges 2025 (p.a.)


Weighted average hedging instruments


Maturity

 

12/31/2025


12/31/2024

Foreign currency:

 


 


 


 

 

 


 

Notes in the foreign market

USD


5.3%


142.6% of DI (*)


2026 to 2029

 

4,158,025


4,710,980

Foreign loan

USD


4.1%


103.8% of DI


2026 to 2029

 

2,554,217


691,006

Foreign loan

SOFR + USD


0.8%


103.4% of DI


2026 to 2029

 

1,295,481


-

Notes in the foreign market

USD


5.0%


CDI + 1.6% (**)


2031

 

984,400


Foreign exchange debentures

EUR


3.0%


104.4% of DI


2027

 

515,654


-

Foreign exchange debentures

USD


5.3%


101.7% of DI


2026

 

339,836


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

 


 


 


 

 

9,847,613


6,681,657


 


 


 


 

 

 


 

Brazilian Reais:










Debentures CDI + R$
0.9%
n/a
2027 to 2031
3,455,058
731,667
Debentures – CRA IPCA
5.4%
103.3% of DI
2028 to 2032
2,339,526
2,456,111
Debentures IPCA
4.8%
105.4% of DI
2028 to 2035
837,001
614,754
Financing R$
14.6%
106.6% of DI
2027
552,666
-
CDCA CDI + R$
0.9%
n/a
2027
547,587

534,374

Debentures – CRA Fixed rate
11.2%
104.4% of DI
2027
513,103
477,827
Debentures – CRA CDI + R$
0.7%
n/a
2027
495,731
490,971
Debentures IPCA
6.0%
n/a
2028 to 2031
466,762
-
CCB CDI
104.3%
n/a
2026 to 2028
416,321
1,464,624
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
192,054
114,472
Commercial Paper CDI + R$
0.2%
n/a
2027
89,083
-
Constitutional Fund (FNO) IPCA
3.1%
70.8% of DI
2028 to 2037
84,462
FINEP TJLP
1.0%
n/a
2026 to 2032
27,249
679
Climate Fund R$
9.4%
72.9% of DI
2026 to 2040
22,451
-
Total in Brazilian Reais







10,245,648
7,178,853
Total in foreign currency and Brazilian Reais







20,093,261
13,860,510

Current

 


 


 


 

 

4,251,131
3,478,673

1 to 2 years

 


 


 


 

 

3,923,059
3,257,618

2 to 3 years

 


 


 


 

 

4,227,274
1,557,888

3 to 4 years

 


 


 


 

 

3,525,329
2,062,967

4 to 5 years

 


 


 


 

 

1,038,873
2,130,651

More than 5 years

 


 


 


 

 

3,127,595


1,372,713

Non-current

 


 


 


 

 

15,842,130


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 financial statements

For the year ended December 31, 2025


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

 

 

12/31/2025

 

12/31/2024

Opening balance

13,860,510

 

11,141,283

Proceeds

8,669,139

 

4,179,974

Interest accrued

1,498,325

 

846,329

Principal payment

(5,134,131)

 

(2,718,953)

Interest payment

(1,360,205)

 

(798,653)

Opening balance - acquisition of subsidiaries (i)

3,125,667

 

-

Monetary variations and foreign exchange variations

(596,233)

 

1,675,583

Change in fair value

101,466

 

(465,053)

Gain on bond repurchase

(71,277)

 

-

Closing balance

20,093,261

 

13,860,510


(i) The total amounts of acquisitions made by the Company are substantially related to Hidrovias do Brasil (see Note 28.b).

 

The transaction costs associated with debt issuance were deducted from the balance of the related liability and recognized in profit or loss according to the effective interest rate method. As of December 31, 2025, the amount recognized in profit or loss was R$ 53,197 (R$ 18,928 as of December 31, 2024). The transaction cost incurred was R$ 75,363, of which R$ 18,117 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$ 92,080 (R$ 69,914 as of December 31, 2024).

b. Guarantees

 

As of December 31, 2025, there was R$ 84,462 (R$ 114,472 as of December 31, 2024) in financing that had real guarantees. There was also R$ 18,684,982 (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$ 100,200 as of December 31, 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$ 87,160 (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 December 31, 2025, subsidiary Ipiranga did not have losses in connection with these collateral arrangements. 


 

Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025

c. Relevant operations contracted in the year

 

The main operations contracted in the year 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 debenture

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

Debentures

IPCA

7.0%

CDI - 1.2%

Oct/25

Oct/35

R$ 150,000

150,000

Semiannually

Annually from Oct/2033

Ipiranga

Commercial Paper

CDI

0.2%

n/a

Oct/25

Oct/27

R$ 86,000

86,000

Quarterly

At final maturity

Ipiranga

Foreign loan

SOFR + USD

0.7%

103.9% CDI

Nov/25

Nov/28

USD 94,545

500,000

Semiannually

At final maturity

Ipiranga

Foreign loan

SOFR + USD

0.8%

103.7% CDI

Nov/25

Feb/29

USD 37,491

200,000

Semiannually

At final maturity

Ipiranga

Foreign loan

USD

4.1%

104.5% CDI

Nov/25

Nov/28

USD 111,858

600,000

Semiannually

At final maturity

Cia Ultragaz

Foreign loan

SOFR + USD

1.1%

110.5% CDI

Nov/25

Nov/26

USD 1,886

10,000

Semiannually

At final maturity

Serra Diesel

Foreign loan

USD

4.0%

103.6% CDI

Dec/25

Feb/29

USD 94,146

500,000

Semiannually

At final maturity

Ultracargo Logística

Foreign loan

USD

4.1%

103.2% CDI

Dec/25

Jun/28

USD 55,097

300,000

Semiannually

At final maturity

Iconic

Foreign loan

SOFR

0.8%

103.6% CDI

Dec/25

May/28

USD 68,909

370,000

Semiannually

At final maturity

Iconic

Debentures

CDI

0.6%

n/a

Dec/25

Nov/30

R$ 1,000,000

1,000,000

Semiannually

Annually from Nov/2029

Ipiranga


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.



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


As of December 31, 2025, Hidrovias met the financial covenants set forth in its debt contracts.

 

 

 

12/31/2025

 

12/31/2024

 

 

 

 

Domestic suppliers

2,542,447

 

2,558,813

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

46,758

 

23,432

Foreign suppliers

1,863,835

 

776,052

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

190,304

 

160,088

 

4,643,344

 

3,518,385


17. Employee benefits and private pension plan (Consolidated)

 

Accounting policy

 

The Company and its subsidiaries offer their employees a private pension plan of the defined contribution type and other benefits related to seniority bonus, payment of Government Severance Indemnity Fund for Employees (“FGTS”), health and dental care, and life insurance plans for eligible retirees. Annual actuarial studies, with the exception of the private pension plan, are prepared by an independent professional and reviewed by Management. The respective impacts are recognized in accordance with the projected unit credit method. The actuarial gains and losses are recognized in equity under “Accumulated other comprehensive income”.


a. ULTRAPREV - Associação de Previdência Complementar

 

In February 2001, the Company’s Board of Directors approved the adoption of a defined contribution pension plan to be sponsored by the Company and its subsidiaries. Participating employees have been contributing to this plan, managed by Ultraprev - Associação de Previdência Complementar (“Ultraprev”), since August 2001. The Company and its subsidiaries do not take responsibility for guaranteeing amounts or the duration of the benefits received by the retired employee.

 

In the year ended December 31, 2025, the Company and its subsidiaries contributed R$ 24,963 to Ultraprev (R$ 22,482 in the year ended December 31, 2024).

 

The balance of R$ 4,154 as of December 31, 2025 (R$ 4,454 as of December 31, 2024) regarding the reversal fund will be used to deduct normal sponsor contributions in a period of up to 14 months depending on the sponsor. The number of months is estimated according to the current amount being deducted from contributions of each sponsor.

 

The total number of participating employees as of December 31, 2025 is 3,966 active participants and 314 retired participants (3,801 active participants and 297 retired participants as of December 31, 2024). In addition, Ultraprev had 20 former employees or beneficiaries receiving benefits under the rules of a previous plan whose reserves are fully constituted.


 

Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


b. 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.

 

 

12/31/2025

 

12/31/2024

Health and dental care plan (1)

184,105

 

177,958

Indemnification of FGTS

20,303

 

32,420

Seniority bonus

1,916

 

1,795

Life insurance (2)

9,292

 

10,703

Total

215,616

 

222,876

Current

19,067

 

24,098

Non-current

196,549

 

198,778


(1) Applicable to Ipiranga and Iconic.
(2) Applicable to IpirangaUltragaz and Ultrapar.

Changes in the present value of the post-employment benefit obligation occurred as follows:

 

 

12/31/2025

 

12/31/2024

Opening balance

222,876

 

264,823

Expense for the year

26,051

 

27,077

Update/change of estimate

(14,935)

 

(10,094)

Actuarial gains from changes in actuarial assumptions

(1,716)

 

(41,727)

Benefits paid directly by the Company and its subsidiaries

(16,660)

 

(17,203)

Closing balance

215,616

 

222,876

 

The total expense for each year is presented below:

 

 

12/31/2025

 

12/31/2024

Health and dental care plan

19,713

 

20,420

Indemnification of FGTS

4,947

 

5,290

Seniority bonus

256

 

254

Life insurance

1,135

 

1,113

Total

26,051

 

27,077

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


The main actuarial assumptions used are:

 

Economic factors

12/31/2025

 

12/31/2024

Discount rate for the actuarial obligation at present value - Indemnification of FGTS

11.74

 

11.97

Discount rate for the actuarial obligation at present value - Bonus

11.76

 

11.82

Average discount rate for the actuarial obligation at present value - Medical services

10.97

 

11.07

Discount rate for the actuarial obligation at present value - Life insurance

11.74

 

11.82

Average projected salary growth rate - FGTS indemnity

6.64

 

6.80

Average projected bonus growth rate

7.33

 

7.33

Inflation rate (long term)

3.50

 

3.50

Medical services growth rate

7.64

 

7.64


Demographic factors

 

Mortality Table for the life insurance benefit - CSO-80

Mortality Table for other benefits – AT 2000 Basic decreased by 10%

Disability Mortality Table - RRB 1983 and RRB-1944

Disability Table – Weak light

 

Sensitivity analysis

 

The significant actuarial assumptions to determine the provision for post-employment benefits are: discount rate, salary growth and medical costs increases. The sensitivity analyses as of December 31, 2025, as shown below, were determined based on possible changes of assumptions occurring at the reporting date of the financial statements, keeping all other assumptions constant.

 

Assumption

Change in assumptions

 

Decrease in liability

 

Change in assumptions

 

Increase in liability

Discount rate

increase by 1.0 p.p.

 

13,544

 

decrease by 1.0 p.p.

 

15,463

Salary growth rate

decrease by 1.0 p.p.

 

252

 

increase by 1.0 p.p.

 

272

Medical services growth rate

decrease by 1.0 p.p.

 

14,150

 

increase by 1.0 p.p.

 

12,350

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


The sensitivity analyses presented may not represent the real change in the post-employment benefit obligation, since it is unlikely that changes occur in just one assumption alone, considering that some of these assumptions may be correlated.

 

Inherent risks related to post-employment benefits

 

Interest rate risk: a long-term interest rate is used to calculate the present value of post-employment liabilities. A reduction in this interest rate will increase the corresponding liability.

 

Wage growth risk: the present value of the liability is calculated using as reference the wages of the plan participants, projected with the average nominal wage growth rate. An increase in the real wages of plan participants will increase the corresponding liability.

 

Medical costs growth risk: the present value of the liability is calculated using as a reference the medical cost by age based on actual healthcare costs, projected based on the growth rate of medical services costs. An increase in the real medical costs will increase the corresponding liability.

 

 

Accounting policy

 

A provision for tax, civil (including environmental and regulatory) and labor risks is recognized when there is a present obligation as a result of a past event, it is probable that a disbursement will be required to settle the obligation, and the amount can be reliably estimated. These provisions are based on an assessment by Management, supported by opinions from internal and external legal advisors, considering the best estimates regarding the possible outcomes of the proceedings. The provisions are recognized in the statement of income, as operating or financial expense, according to the nature involved. The provisioned balances are monetarily adjusted or increased by financial charges, in line with the evolution of judicial or administrative proceedings and with the indexes applicable to each nature, as provided for in the internal contingency guidelines.

 

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 subsidiaries (i)


Balance as of December 31, 2025

IRPJ and CSLL

32,946


365


(13,524)


(291)


372



19,868

Tax

202,465


10,780


(40,686)


(31,274)


5,129



146,414

Civil

161,972


109,613


(73,289)


(64,044)


26


27,417


161,695

Provision for indemnities (a.1)

206,808


13,447


(66,075)


(14,257)


5,710



145,633

Labor

54,169


13,881


(8,922)


(8,461)


792


9,545


61,004

Total

658,360


148,086


(202,496)


(118,327)


12,029


36,962


534,614

Current

47,788


 


 


 


 


 


49,175

Non-current

610,572


 


 


 


 


 


485,439


(i) On May 8, 2025, the Company acquired the control of Hidrovias; for further details, see Note 28.b.

  

 

Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


Provisions

Balance as of December 31,
2023


Additions


Reversals


Payments


Interest


Balance as of December 31,
2024

IRPJ and CSLL

636,167


949


(15,124)


(610,534)


21,488


32,946

Tax

254,781


49,038


(87,575)


(16,686)


2,907


202,465

Civil

150,258


66,215


(19,002)


(35,519)


20


161,972

Provision for indemnities (a.1)

203,780


19,519


(6,081)


(12,959)


2,549


206,808

Labor

59,144


18,468


(16,447)


(7,764)


768


54,169

Total

1,304,130


154,189


(144,229)


(683,462)


27,732


658,360

Current

45,828


 


 


 


 


47,788

Non-current

1,258,302


 


 


 


 


610,572

 

Balances of escrow deposits by nature are as follows:

 

 

12/31/2025


12/31/2024

Tax

420,906


306,593

Labor

15,897


24,070

Civil

34,806


115,413

 

471,609


446,076

 

In the year ended December 31, 2025, the monetary variation on escrow deposits amounted to R$ 46,139 (R$ 45,336 as of December 31, 2024). This amount was recorded as financial income in the statement of income.

 

a.1 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. The provision for potential reimbursement to Indorama, in the event the losses materialize, amounts to R$109,333 as of December 31, 2025 (R$174,408 as of December 31, 2024), related to R$ 32,384 (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$ 48,344 (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 potential reimbursement to Pague Menos, in the event the losses materialize, is R$ 36,297 as of December 31, 2025 (R$ 32,400 as of December 31, 2024), of which R$ 14,153 (R$ 12,074 as of December 31, 2024) for labor claims, R$7,798 (R$7,007 as of December 31, 2024) for civil claims and R$ 14,346 (R$ 13,319 as of December 31, 2024) for tax claims.

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


b. Possible contingent liabilities

 

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. In accordance with the accounting practices adopted and the internal contingency guideline, these obligations do not meet the criteria for provision recognition and are therefore only disclosed in notes to the financial statements.

 

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

 

Possible contingent liabilities

12/31/2025


12/31/2024

Tax (b.1)

6,027,879


4,176,046

Civil (b.2)

867,293


815,203

Labor

376,406


293,938

 

7,271,578


5,285,187


b.1 Contingent tax liabilities


The Company and its subsidiaries are parties to administrative and legal proceedings involving IRPJ and CSLL, mainly arising from denials of offset claims, which total R$ 577,253 as of December 31, 2025 (R$ 496,615 as of December 31, 2024). Regarding PIS and COFINS, tax credit disallowances from the non-cumulative regime are recorded, which total R$ 3,136,458 as of December 31, 2025 (R$ 1,890,313 as of December 31, 2024).

 

Additionally, subsidiary Ipiranga and its subsidiaries have legal proceedings related to ICMS totaling R$ 1,662,515 as off December 31, 2025 (R$ 1,357,445 as of December 31, 2024). The main discussions involve assessments relating to i) the alleged non-payment of R$ 444,766 (R$ 154,914 as of December 31, 2024); ii) 2% surcharge on products considered non-essential (hydrated ethanol) in the amount of R$ 246,060 (R$ 223,691 as of December 31, 2024); iii) the reversal and disallowance of credits in the amount of R$ 236,808 (R$ 145,126 as of December 31, 2024); and iv) inventory differences of R$ 236,568 (R$ 279,448 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$ 209,444 as of December 31, 2025 (R$ 194,508 as of December 31, 2024). In April 2025, the Superior Court of Justice, under the repetitive appeals regime (Theme 1247), ruled on the discussion in favor of the taxpayers.


Of the remaining amount of tax contingencies classified as potential losses, R$ 442,210 as of December 31, 2025 (R$ 574,672 as of December 31, 2024) relates to other proceedings involving the Company and its subsidiaries. 



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


b.2 Contingent civil liabilities

 

The Company and its subsidiaries have contingent liabilities for civil claims in the amount of R$ 867,293 as of December 31, 2025 (R$ 815,203 as of December 31, 2024). Among these proceedings, the following claims involving subsidiary Cia. Ultragaz are highlighted: i) administrative proceedings filed by CADE, referring to alleged anti-competitive practices in municipalities in the Triângulo Mineiro region in 2001, and at the administrative level, Cia. Ultragaz was ordered to pay a fine, in the updated amount of R$ 39,447 as of December 31, 2025 (R$ 38,005 as of December 31, 2024); and ii) lawsuits filed by resellers, who are seeking indemnity, in addition to the nullity and termination of distribution contracts, totaling R$ 95,971 as of December 31, 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$ 4,020 (R$ 36,146 as of December 31, 2024), for which a corresponding indemnification asset was recorded. This asset comprises R$ 204 related to tax claims (R$ 32,380 as of December 31, 2024), R$ 210 to civil claims (R$ 220 as of December 31, 2024), and R$ 3,606 to labor claims (R$ 3,545 as of December 31, 2024).

 

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. The balance of this asset totaled R$ 88,503 as of December 31, 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 fully 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 December 31, 2025, R$ 14,317 was recorded as financial expense (financial income of R$ 31,657 as of December 31, 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$ 53,911 (R$ 47,745 as of December 31, 2024).


 

Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


 

a. Share capital


As of December 31, 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. The total amount of the capital as of December 31, 2025 is R$ 7,987,100 (R$ 6,621,752 as of December 31, 2024).

 

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.

 

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

 

The price of the Company-issued shares on B3 as of December 31, 2025 was R$ 20.90 (R$ 15.88 as of December 31, 2024).

 

As of December 31, 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 December 31, 2025, the balance of treasury shares granted with right of use was 18,601,046 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 December 31, 2025, the balance was R$ 822,526 (R$ 596,400 as of December 31, 2024) and 28,542,005 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.

 

 

 

12/31/2025

Balance of unrestricted shares held in treasury

 

28,542,005

Balance of treasury shares granted with right of use

 

18,601,046

Total balance of treasury shares as of December 31, 2025

 

47,143,051


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 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. Revaluation reserve

 

The revaluation reserve, recognized prior to the adoption of the international accounting standards (CPC / IFRS Accounting Standards) instituted by Law 11,638/07 (“Brazilian Corporate Law”), reflects the revaluation of assets of subsidiaries and is based on depreciation, write-off, or disposal of the revalued assets of the subsidiaries, as well as the tax effects recognized by these subsidiaries.

 

f. Profit reserves

 

f.1 Legal reserve

 

Under Brazilian Corporate Law the Company is required to allocate 5% of net annual earnings to a legal reserve, until the balance reaches 20% of share capital. As of December 31, 2025, the legal reserve totaled R$ 362,819 (R$ 240,127 as of December 31, 2024). This reserve may be used to increase capital or to absorb losses but may not be distributed as dividends.

 

f.2 Investments statutory reserve

 

In compliance with Article 194 of the Brazilian Corporate Law and Article 54 of the Bylaws, this reserve is aimed to protect the integrity of the Company’s assets and to supplement its share capital, in order to allow new investments to be made. As provided for in its bylaws, the Company may allocate up to 75% of the annual net income, after deducting the legal reserve, to the investments reserve, up to the limit of 100% of the share capital.

 

The investments reserve is free of distribution restrictions and totaled R$ 7,299,584 as of December 31, 2025 (R$ 7,746,973 as of December 31, 2024).




Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


g. Accumulated other comprehensive income


(i) Gains and losses on the hedging instruments of exchange rate related to firm commitment and highly probable transactions designated as cash flows hedges are recognized in equity as “Accumulated other comprehensive income”. Gains and losses are reclassified to initial cost of non-financial assets recognized in the statement of income at the moment of paid-off of the hedge instrument.
(ii)  The variation in exchange rates on assets, liabilities and profit or loss of foreign associates with a functional currency different from the functional currency of the Company and its own management is recognized directly in equity. This cumulative effect is reflected in profit or loss as a gain or loss only in case of disposal or write-off of the investment.
(iii) Actuarial gains and losses relating to post-employment benefits, calculated based on a valuation conducted by an independent actuary, are recognized in equity under the heading “Accumulated other comprehensive income”. Gains and losses recorded in equity are not reclassified to profit or loss in subsequent periods.
(iv) The Company also recognizes in this line item the effect of changes in the non-controlling interest in subsidiaries that do not result in loss of control. This amount corresponds to the difference between the amount by which the non-controlling interest was adjusted and the fair value of the consideration received or paid and represents a transaction with shareholders.


Balance and changes in Accumulated other comprehensive income of the Company are as follows:

 

 

Fair value of cash flow hedging instruments (i)

 

Fair value of financial investments (ii)

 

Cumulative translation adjustments of associates

 

Actuarial gain/(loss) of post-employment benefits (iii)

 

Non-controlling shareholders interest change (iv)

 

Others

 

Total

As of December 31, 2023

(7,684)

 

 

 

(36,608)

 

197,369

 

1,031

 

154,108

Changes in fair value of financial instruments

12,186

 

 

 

 

 

52

 

12,238

IRPJ and CSLL on fair value

(3,691)

 

 

 

 

 

 

(3,691)

Actuarial gains of own and subsidiaries’ post-employment benefits

 

 

 

24,587

 

 

 

24,587

IRPJ and CSLL on actuarial gains

 

 

 

(9,164)

 

 

 

(9,164)

Currency translation adjustment of foreign

associates

 

 

36,134

 

 

 

 

36,134

As of December 31, 2024

811

 

 

36,134

 

(21,185)

 

197,369

 

1,083

 

214,212

Changes in fair value of financial instruments

66,843

 

 

 

 

 

(1,317)

 

65,526

Actuarial gains of own and subsidiaries’ post-employment benefits

 

 

 

253

 

 

 

253

IRPJ and CSLL on actuarial gains

 

 

 

843

 

 

 

843

Currency translation adjustment of foreign

associates

 

 

(57,479)

 

 

 

 

(57,479)

As of December 31, 2025

67,654

 

 

(21,345)

 

(20,089)

 

197,369

 

(234)

 

223,355



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


h. Allocation of income for the year

 

On February 26, 2025, the Board of Directors approved the distribution of dividends for the year 2024 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. On December 1, 2025, the Board of Directors approved the distribution of interim dividends in the amount of R$ 1,087,308 (R$ 1.00 per share), paid as from December 16, 2025, without remuneration or monetary variation. Of the total dividends distributed for the year 2025, R$ 582,790 refer to minimum mandatory dividends and R$ 830,523 refer to additional dividends to the minimum mandatory dividends.

 

The management's proposal for the allocation of net income for 2025 and for distribution of dividends is as follows:

 

Allocation of net income


12/31/2025

Net income for the year attributable to shareholders of Ultrapar


2,453,853

Legal reserve (5% of the net income)


(122,692)

Adjusted net income (basis for dividends)


2,331,161

 


 

Minimum mandatory dividends for the year (25% of the adjusted net income)


582,790

Interim dividends already distributed (R$ 0.30 per share)


(326,005)

Interim dividends already distributed (R$ 1.00 per share)


(1,087,308)

Additional dividends to the minimum mandatory dividends


830,523

 


 

Allocation of dividends


 

Minimum mandatory dividends for the year (25% of the adjusted net income)


582,790

Additional dividends to the minimum mandatory dividends


830,523

Total amount of dividends distributed


1,413,313

 


 

Allocation of net income


 

Legal reserve (5% of the net income)


122,692

Statutory reserve


917,848

Minimum mandatory dividends for the year (25% of the adjusted net income)


582,790

Additional dividends to the minimum mandatory dividends


830,523

Total distribution of net income for the year attributable to shareholders of Ultrapar


2,453,853

 

Changes in dividends payable are as follows:

 

 

Parent

 

Consolidated

Balance as of December 31, 2023

314,418

 

334,641

Dividends payable

695,182

 

829,857

Dividends prescribed

(3,369)

 

(3,369)

Payments

(713,066)

 

(833,658)

Balance as of December 31, 2024

293,165

 

327,471

Provisions

1,621,434

 

1,867,734

Payments

(1,892,861)

 

(2,172,132)

Balance as of December 31, 2025

21,738

 

23,073


 

Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


 

 

Accounting policy

 

Revenues from sales and services rendered under contracts with customers are recognized on the accrual basis when, or as, performance obligations are satisfied by transferring the control of a promised good or service to a customer in such a way that the customer obtains substantially all rewards generated, according to the obligations of each transaction, and when it is highly probable that the Company and its subsidiaries will receive the consideration in exchange for the transferred goods or services.

 

The Company and its subsidiaries recognize revenue under the 5-step model, in accordance with IFRS 15/CPC 47:  (1) identification of contracts with customers; (2) identification of the performance obligations; (3) determination of the transaction price; (4) allocation of the transaction price to performance obligations under the contracts, and (5) revenue recognition when (or as) the performance obligation is satisfied and the control of the goods and services is transferred to the customer.

 

Revenue is measured and stated at the fair value of the consideration to which the Company and its subsidiaries expect to be entitled to, less returns, discounts, rebates, sales taxes, amortization of assets from contracts with customers, and other deductions, if applicable.  The Company’s subsidiaries do not have obligations for return or refund in their contracts with customers and do not have significant financing component that directly impacts the determination of the expected consideration.

 


12/31/2025

 

12/31/2024

Sales revenue:

 

 

 

Merchandise

143,236,454

 

137,047,316

Services rendered and others

3,459,179

 

1,814,590

Electricity (1)

770,149

 

195,438

Sales returns, rebates and discounts

(1,063,429)

 

(1,122,338)

Amortization of contract assets

(469,766)

 

(555,083)

 

145,932,587

 

137,379,923

 

 

 

 

Taxes on sales

(3,563,047)

 

(3,881,010)

 

 

 

 

Net revenue

142,369,540

 

133,498,913

 

(1)

Refers to revenue from the sale of electricity of subsidiary Ultragaz Comercializadora, acquired by Ultragaz in 2024. For further information, see Note 28.c.



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025



22. Costs, expenses and other operating results by nature

 

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

 

12/31/2025

 

12/31/2024

 

12/31/2025

 

12/31/2024

Raw materials and materials for use and consumption

 

 

(129,898,055)

 

(121,796,193)

Personnel expenses

(286,023)

 

(248,179)

 

(2,863,673)

 

(2,591,309)

Freight and storage

 

 

(1,200,420)

 

(1,276,230)

Depreciation and amortization

(14,491)

 

(15,808)

 

(1,219,034)

 

(900,673)

Services provided by third parties

(87,827)

 

(74,375)

 

(947,407)

 

(794,155)

Purchase of electricity (a)

 

-

 

(654,289)

 

(171,183)

Decarbonization obligation (b)

 

-

 

(370,823)

 

(584,371)

Amortization of right-of-use assets

(2,955)

 

(2,864)

 

(367,129)

 

(312,060)

Advertising and marketing

(2,341)

 

(1,779)

 

(231,779)

 

(221,344)

Bonuses and commissions

-

 

-

 

(159,200)

 

(122,436)

Taxes and fees

(395)

 

(283)

 

(128,071)

 

(60,411)

Other expenses and income, net (c)

25,256

 

(6,625)

 

616,538

 

232,741

Shared Services Center/Holding expenses

371,248

 

319,422

 

 

 

 

 

 

 

 

 

 

Total

2,472

 

(30,491)

 

(137,423,342)

 

(128,597,624)

 

 

 

 

 

 

 

 

Classified as:

 

 

 

 

 

 

 

Cost of products and services sold

 

 

(133,010,699)

 

(123,811,893)

Selling and marketing

 

 

(2,517,894)

 

(2,499,547)

General and administrative

(53,165)

 

(48,834)

 

(2,249,413)

 

(1,872,092)

Other operating income (expenses), net (c)

55,637

 

18,343

 

354,664

 

(414,092)

 

 

 

 

 

 

 

 

Total

2,472

 

(30,491)

 

(137,423,342)

 

(128,597,624)

 

(a)

Refers to the purchase of electricity of subsidiary Ultragaz Comercializadora, acquired by Ultragaz in 2024. For further information, see Note 28.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 year of R$ 672,572, see Note 7.

 

 

Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


 

 

 

Parent

 

Consolidated

 

12/31/2025

 

12/31/2024

 

12/31/2025

 

12/31/2024

Financial income:

 

 

 

 

 

 

 

Interest on financial investments

39,334

 

25,470

 

731,698

 

514,460

Interest from customers

 

 

168,348

 

173,184

Update of subscription warrants (see Note 19)

 

31,657

 

 

31,657

Selic interest on PIS/COFINS credits (a)

 

3

 

636,946

 

57,839

Other finance income

6,464

 

11,739

 

43,850

 

103,934

 

45,798

 

68,869

 

1,580,842

 

881,074

Financial expenses:

 

 

 

 

 

 

 

Interest on loans, financing and financial instruments

(2,704)

 

(911)

 

(2,254,249)

 

(1,235,748)

Interest on leases payable

(677)

 

(788)

 

(153,247)

 

(133,767)

Update of subscription warrants (see Note 19)

(14,317)

 

 

(14,317)

 

Bank charges, financial transactions tax, and other taxes

(566)

 

(12,744)

 

(151,987)

 

(151,518)

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

-

 

1,624

 

(81,131)

 

(280,861)

Update of provisions and other expenses

(1,571)

 

(8,140)

 

(93,265)

 

(11,114)

 

(19,835)

 

(20,959)

 

(2,748,196)

 

(1,813,008)

Total

25,963

 

47,910

 

(1,167,354)

 

(931,934)

 

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


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 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.

 

 

01/01/2025 to 12/31/2025

 

 

 

Continuing Operations


Discontinued Operations


Total

 

01/01/2024 to 12/31/2024

Basic earnings per share 

 


 


 

 

 

 

 


 


 

 

 

Net income for the year of the Company

2,575,006


(121,153)


2,453,853

 

2,362,740

Weighted average number of shares outstanding (in thousands)

1,071,727


1,071,727


1,071,727

 

1,102,130

Basic earnings per share - R$

2.4027


(0.1130)


2.2896

 

2.1438

 

 


 


 

 

 

Diluted earnings per share

 


 


 

 

 

 

 


 


 

 

 

Net income for the year of the Company

2,575,006


(121,153)


2,453,853

 

2,362,740

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

1,095,126


1,095,126


1,095,126

 

1,117,595

Diluted earnings per share - R$

2.3513


(0.1106)


2.2407

 

2.1141

 

 


 


 

 

 

Weighted average number of shares (in thousands)

 


 


 

 

 

 

 


 


 

 

 

Weighted average number of shares for basic earnings per share



1,071,727

 

1,102,130

Dilution effect

 


 


 

 

 

Subscription warrants



2,816

 

3,051

Stock plan



20,583

 

12,414

 

 


 


 

 

 

Weighted average number of shares for diluted earnings per share



1,095,126

 

1,117,595

 

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 financial statements

For the year ended December 31, 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 28.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:

 

 

12/31/2025

 

12/31/2024

Net revenue from sales and services:

 

 

 

Brazil

139,822,732

 

132,311,614

Europe

267,352

 

50,717

United States of America and Canada

729,467

 

681,136

Other Latin American countries

527,285

 

202,949

Oceania

768,434

 

Others

254,270

 

252,497

Total

142,369,540

 

133,498,913



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 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.

 

12/31/2025

Profit or loss

Ipiranga

Ultragaz

Ultracargo

Hidrovias (3)

Others (1) (2)

Subtotal

Segments

Eliminations

Total

Net revenue from sales and services

127,632,935

12,313,710

1,020,908

1,562,214

9,081

142,538,848

(169,308)

142,369,540

Transactions with third parties

127,632,761

12,312,469

861,193

1,562,214

903

142,369,540

142,369,540

Intersegment transactions

174

1,241

159,715

8,178

169,308

(169,308)

Cost of products and services sold

(121,937,313)

(9,838,452)

(443,085)

(951,780)

(133,170,630)

159,931

(133,010,699)

Gross profit

5,695,622

2,475,258

577,823

610,434

9,081

9,368,218

(9,377)

9,358,841

Operating income (expenses)

 

 

 

 

 

 

 

 

Selling and marketing

(1,878,042)

(635,926)

(9,148)

(1,777)

(2,524,893)

6,999

(2,517,894)

General and administrative

(1,146,699)

(417,749)

(157,428)

(265,500)

(269,664)

(2,257,040)

7,627

(2,249,413)

Gain (loss) on disposal of assets

141,782

(62,924)

(465)

21,088

89

99,570

99,570

Other operating income (expenses), net

340,822

15,279

6,963

(60,278)

51,878

354,664

354,664

Operating income (loss)

3,153,485

1,373,938

417,745

303,967

(208,616)

5,040,519

5,249

5,045,768

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

(12,066)

514

2,840

(69,646)

(77,641)

(155,999)

(155,999)

Amortization of fair value adjustments on associates acquisition

(1,611)

(1,611)

(1,611)

Gain on acquisition of control of associate

91,105

91,105

91,105

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

(12,066)

514

1,229

21,459

(77,641)

(66,505)

(66,505)

 

 

 

 

 

 

 

 

 

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

3,141,419

1,374,452

418,974

325,426

(286,257)

4,974,014

5,249

4,979,263

 

 

 

 

 

 

 

 

 

Depreciation and amortization (a)

450,684

333,568

130,889

274,928

17,905

1,207,974

(5,906)

1,202,068

Amortization of contractual assets with customers - exclusivity rights

469,765

1

469,766

469,766

Amortization of right-of-use assets

214,700

84,473

33,574

31,429

2,953

367,129

367,129

Amortization of fair value adjustments on associates acquisition

1,611

1,611

1,611

Total depreciation and amortization

1,135,149

418,042

166,074

306,357

20,858

2,046,480

(5,906)

2,040,574

 

(a) 

The amount is net of PIS and COFINS on depreciation in the amount of R$ 16,967.



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


12/31/2024

Profit or loss

Ipiranga

Ultragaz

Ultracargo

Others (1) (2)

Subtotal

Segments

Eliminations

Total

Net revenue from sales and services

121,336,232

11,288,418

1,075,558

8,691

133,708,899

(209,986)

133,498,913

Transactions with third parties

121,335,586

11,287,337

875,997

(7)

133,498,913

133,498,913

Intersegment transactions

646

1,081

199,561

8,698

209,986

(209,986)

 

 

 

 

 

 

 

 

Cost of products and services sold

(114,730,458)

(8,895,244)

(386,568)

(124,012,270)

200,377

(123,811,893)

 

 

 

 

 

 

 

 

Gross profit

6,605,774

2,393,174

688,990

8,691

9,696,629

(9,609)

9,687,020

 

 

 

 

 

 

 

 

Operating income (expenses)

 

 

 

 

 

 

 

Selling and marketing

(1,886,281)

(606,609)

(10,723)

(11)

(2,503,624)

4,077

(2,499,547)

General and administrative

(1,132,913)

(344,060)

(176,687)

(230,068)

(1,883,728)

11,636

(1,872,092)

Gain (loss) on disposal of assets

167,657

4,134

(24)

70

171,837

171,837

Other operating income (expenses), net

(512,714)

82,552

13,692

2,378

(414,092)

(414,092)

 

 

 

 

 

 

 

 

Operating income (loss)

3,241,523

1,529,191

515,248

(218,940)

5,067,022

6,104

5,073,126

 

 

 

 

 

 

 

 

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

(8,654)

578

3,433

(122,539)

(127,182)

(127,182)

Amortization of fair value adjustments on associates acquisition

(2,493)

(2,493)

(2,493)

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

(8,654)

578

940

(122,539)

(129,675)

(129,675)

 

 

 

 

 

 

 

 

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

3,232,869

1,529,769

516,188

(341,479)

4,937,347

6,104

4,943,451

 

 

 

 

 

 

 

 

Depreciation and amortization (a)

444,924

284,153

118,559

19,451

867,087

(5,953)

861,134

Amortization of contractual assets with customers - exclusivity rights

553,840

1,243

555,083

555,083

Amortization of right-of-use assets

213,092

66,081

29,998

2,889

312,060

312,060

Amortization of fair value adjustments on associates acquisition

2,493

2,493

2,493

Total depreciation and amortization

1,211,856

351,477

151,050

22,340

1,736,723

(5,953)

1,730,770

 

(a)  The amount is net of PIS and COFINS on depreciation in the amount of R$ 39,539.
(1) Includes in the line “General and administrative and Revenue from sale of goods” the amount of R$ 209,697 in 2025 (R$ 172,242 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, Eaí Clube Automobilista and share of profit (loss) of joint venture RPR and of Hidrovias while associate.

(3) 

The “Hidrovias” segment is composed of Hidrovias (HBSA3), which became consolidated in May 2025, 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 financial statements

For the year ended December 31, 2025


c. Assets by segment

 

12/31/2025

Assets

Ipiranga

Ultragaz

Ultracargo

Hidrovias (1)

Others (2)

Subtotal

Segments

Total

Investments

102,837

4,092

238,607

135,973

39,872

521,381

521,381

Property, plant and equipment

3,428,819

1,667,025

2,596,271

4,340,526

134,456

12,167,097

12,167,097

Intangible assets

1,277,871

274,971

286,219

1,201,198

276,219

3,316,478

3,316,478

Right-of-use assets

826,598

187,116

620,628

288,733

5,619

1,928,694

1,928,694

Other current and non-current assets

21,191,237

3,563,356

447,929

2,351,670

3,861,152

31,415,344

31,415,344

Total assets (excluding intersegment transactions)

26,827,362

5,696,560

4,189,654

8,318,100

4,317,318

49,348,994

49,348,994

 

12/31/2024

Assets

Ipiranga

Ultragaz

Ultracargo

Others (2)

Subtotal

Segments

Total

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, Eaí Clube Automobilista and share of profit (loss) of joint venture RPR.


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


 

Accounting policy

 

Financial instruments are classified and measured as follows:

 

• Amortized cost: financial instruments held in order to collect and comply with contractual cash flows, solely principal and interest. Interest earned, losses and foreign exchange variations are recognized in profit or loss and balances are stated at amortized cost using the effective interest rate method.

 

• Measured at fair value through other comprehensive income: financial instruments contracted for the purpose of collecting contractual cash flows or selling financial assets. The balances are stated at fair value, and interest earned, losses and foreign exchange variations are recognized in profit or loss. Differences between fair value and initial amount of financial investments plus interest earned and foreign exchange variations are recognized in equity under “Accumulated other comprehensive income”. Accumulated gains and losses recognized in equity are reclassified to profit or loss at the time of their settlement.

 

• Measured at fair value through profit or loss: financial instruments that were not classified as amortized cost or as measured at fair value through other comprehensive income. Balances are stated at fair value. Interest earned, foreign exchange variations and changes in fair value are recognized in profit or loss. Investment funds and derivatives are classified as measured at fair value through profit or loss.

 

The Company and its subsidiaries use financial instruments for hedging purposes, applying the following concepts:

 

• Hedge accounting – fair value hedge: financial instrument used to hedge exposure to changes in the fair value of an item, attributable to a particular risk, which can affect profit or loss.

 

• Hedge accounting – cash flow hedge: financial instruments used to hedge the exposure to variability in cash flows that is attributable to a risk associated with an asset or liability or highly probable transaction or firm commitment that may affect profit or loss.

 

• Hedge accounting – hedge of investments in foreign operations: financial instruments used to hedge exposure on net investments in foreign subsidiaries due to the fact that the local functional currency is different from the functional currency of the Company.


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).

     



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


 

 

Level

 

Carrying value


Carrying value

 

Fair value

12/31/2025

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

 

 

 

842,295


842,295

 

842,295

Securities and funds in local currency

4.a

Level 2

 

515,456

 

1,107,452


1,622,908

 

1,622,908

Securities and funds in foreign currency

4.a

 

 

 

709,922


709,922

 

709,922

Financial investments

 

 

 

 

 

 


 

 

 

Securities and funds in local currency

4.b

Level 2

 

3,188,963

 

122,622


3,311,585

 

3,311,585

Securities and funds in foreign currency

4.b

 

 

 

2,921,770


2,921,770

 

2,921,770

Derivative financial instruments

 

 

 

 

 

 


 

 

 

Financial

26.f

Level 2

 

777,064

 


777,064

 

777,064

Operational

26.f

Level 2

 

123,253

 


123,253

 

123,253

Energy trading futures contracts

26.h

Level 2

 

1,095,362

 


1,095,362

 

1,095,362

Trade receivables

5.a

 

 

 

4,089,708


4,089,708

 

4,089,708

Reseller financing

5.a

 

 

 

1,508,373


1,508,373

 

1,508,373

Related parties

8

 

 

 

105,196


105,196

 

105,196

Other receivables and other assets

 

 

 

 

469,109


469,109

 

469,109

 

 

 

 

 

 

 


 

 

 

Total

 

 

 

5,700,098

 

11,876,447


17,576,545

 

17,576,545

 

 

 

 

 

 

 


 

 

 

Financial liabilities:

 

 

 

 

 

 


 

 

 

Financing and debentures

15.a

Level 2

 

9,713,213

 

10,380,048


20,093,261

 

20,020,048

Derivative financial instruments

 

 

 

 

 

 


 

 

 

Financial

26.f

Level 2

 

501,148

 


501,148

 

501,148

Operational

26.f

Level 2

 

79,767

 


79,767

 

79,767

Energy trading futures contracts

26.h

Level 2

 

734,873

 


734,873

 

734,873

Trade payables

16.a

 

 

 

4,643,344


4,643,344

 

4,643,344

Trade payables - reverse factoring

 

 

 

-

 

3,785


3,785

 

3,785

Subscription warrants – indemnification

19

Level 1

 

53,911

 


53,911

 

53,911

Financial liabilities of customers

 

 

 

 

74,326


74,326

 

74,326

Contingent consideration

 

 

 

 

74,760


74,760

 

74,760

Related parties

8

 

 

 

2,875


2,875

 

2,875

Other payables

 

 

 

 

957,148


957,148

 

957,148

Total

 

 

 

11,082,912

 

16,136,286


27,219,198

 

27,145,985



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


 

 

Level

 

Carrying value


Carrying value

 

Fair value

12/31/2024

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

 



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 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.

 

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



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


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.

 

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



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025

 

 

 

 

Exchange rate

 

Interest rate

 

Note

Currency

12/31/2025

 

12/31/2024

Currency

12/31/2025

 

12/31/2024

Assets

 

 

 

 

 

 

 

 

 

Cash, cash equivalents, and financial investments

4.a

USD

4,041,383

 

3,428,520

DI

3,149,064

 

3,558,131

Trade receivables, net of allowance for expected credit losses

5.a

USD

136,800

 

27,393

-

 

Imports in progress

6

BRL/ USD

 

93,821

-

 

Other assets in foreign currency

-

USD

35,366

 

21,028

-

 

 

 

 

4,213,549

 

3,570,762

 

3,149,064

 

3,558,131

Liabilities

 

 

 

 

 

 

 

 

 

Loans, financing and debentures (1)

15.a

USD/ EUR/ JPY

(9,953,946)

 

(6,681,657)

DI

(5,210,374)

 

(3,515,010)

Loans – FINEP

15.a

 

 

TJLP

(27,249)

 

(679)

Foreign suppliers (2)

16.a

USD

(1,882,109)

 

(936,140)

-

 

Other liabilities in foreign currency

-

USD

(3,049)

 

(41,298)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(11,839,104)

 

(7,659,095)

 

(5,237,623)

 

(3,515,689)

Derivative instruments

26.f

USD / EUR / JPY

7,827,902

 

3,470,855

DI

(11,211,803)

 

(6,380,131)

 

 

 

202,347

 

(617,478)

 

(13,300,362)

 

(6,337,689)

Net liability position - equity

 

 

318,867

 

 

 

Net liability position - profit or loss

 

 

(116,520)

 

(617,478)

 

(13,300,362)

 

(6,337,689)

 

(1) Gross transaction costs of R$ 24,546 (R$ 7,807 as of December 31, 2024), discount on notes in the foreign market of R$ 3,355 (R$ 5,246 as of December 31, 2024), and amortization of fair value adjustment of R$ 78,431.
(2)  Net balance of imports in progress in the amount of R$ 172,030 as of December 31, 2025.

 

81


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


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

(4,236)

 

143,643

Effect on equity

11,591

 

Total

7,355

 

143,643

 

(i) The average U.S. dollar rate of R$ 5.7024 was used for the sensitivity analysis, based on future market curves as of December 31, 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$ 5.5024. The table above shows the effects of the exchange rate changes on the net asset position of R$ 202,347 (or US$ 36,774 using the closing rate) in foreign currency as of December 31, 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 13.82% according to reference rates made available by B3.

 

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)



12/31/2025
12/31/2024
12/31/2025
12/31/2024

Commodity forward

 

51,189

 

(7,707)

 

(1,811)

 

(12,430)

 

(1)  The table above shows the positions of derivative financial instruments to hedge commodity price risk as of December 31, 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.



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


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 December 31, 2025, by counterparty rating, is summarized below:

 

 

 

Fair value

Counterparty credit rating

 

12/31/2025

 

12/31/2024

AAA

 

9,893,391

 

7,557,385

AA

 

353,060

 

305,686

A

 

7,855

 

3,668

Others

 

54,491

 

162,338

Total

 

10,308,797

 

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.

 

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.

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


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 December 31, 2025, the Company and its subsidiaries had R$ 7,026,883 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 December 31, 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)

5,563,733

11,266,427

5,350,190

4,043,614

26,223,964

Derivative instruments (3)

545,582

447,029

151,734

241,441

1,385,786

Trade payables

4,643,344

4,643,344

Trade payables - reverse factoring

3,785

3,785

Leases payable

483,696

604,451

393,278

1,246,359

2,727,784

Financial liabilities of customers

63,882

14,258

78,140

Other payables

127,228

3,142

130,370

 

11,431,250

12,335,307

5,895,202

5,531,414

35,193,173

 

(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 December 31, 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 December 31, 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 according to Note 15 and leases payable according to Note 12.b after deduction of cash, cash equivalents and financial investments according to Note 4), and the “financial” derivative financial instruments, assets and liabilities, according to Note 26 Classes and categories of financial instruments and their fair values, and equity.

 

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 year is as follows:

 

 

 

Consolidated

 

 

12/31/2025

 

12/31/2024

Gross debt and lease payable (a)

 

21,832,894

 

15,345,662

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

 

9,408,480

 

7,197,699

Financial instruments (c)

 

275,916

 

405,941

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

 

12,148,498

 

7,742,022

Equity

 

17,730,617

 

15,823,444

Net debt-to-equity ratio

 

68.52%

 

48.93%


84


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


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.

 

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 12/31/2025

 

Gains (losses) as of 12/31/2025

 

 

Assets

Liabilities

 

 

 

12/31/2025

 

Assets

 

Liabilities

 

Profit or loss

 

Fair value adjustment of debt

Foreign exchange swap (1)

 

USD + 4.9%

103.5% DI

 

Feb/29

 

USD 459,863

 

759

 

(113,093)

 

(249,486)

 

44,536

Foreign exchange swap (1)

 

EUR + 3.0%

104.4% DI

 

Feb/37

 

EUR 77,535

 

15,833

 

(27,803)

 

(59,455)

 

2,035

Foreign exchange swap (1)

 

JPY + 1.5%

109.4% DI

 

Mar/25

 

JPY 12,564,393

 

 

 

(30,066)

 

(323)

Foreign exchange swap (1)

 

SOFR + 0.9%

103.5% DI

 

Feb/29

 

USD 302,627

 

2,953

 

(54,511)

 

(83,256)

 

934

Interest rate swap (1)

 

IPCA + 5.3%

103.8% DI

 

Oct/35

 

BRL 2,655,355

 

367,790

 

 

99,994

 

(141,399)

Interest rate swap (1)

 

IPCA + 3.0%

69.9% DI

 

Nov/41

 

BRL 358,871

 

3,765

 

(15,143)

 

(11,729)

 

44,373

Interest rate swap (1)

 

12.8%

104.7% DI

 

Apr/40

 

BRL 1,048,881

 

1,572

 

(20,605)

 

18,159

 

(55,310)

Commodity forward (1)

 

BRL

Heating Oil/ RBOB

 

Mar/26

 

USD 548,628

 

63,293

 

(52,819)

 

13,709

 

NDF (1)

 

BRL

USD

 

Mar/26

 

USD 206,491

 

6,986

 

(14,690)

 

13,999

 

 

 

 

 

 

 

 

Total - designated

 

462,951

 

(298,664)

 

(288,131)

 

(105,154)

Derivatives not designated as hedge accounting

 

 

 

 

 

 

 

 

 

 

 

 

 Foreign exchange swap

 

 USD

 52.5% CDI

 

 Jun/29

 

 USD 300,000

 

 378,422

 

 -

 

 (198,583)

 

 -

Foreign exchange swap
USD + 5.0% CDI + 1.6%
Feb/31
USD 50,000

(11,798)
(28,124)

Interest rate swap

 

IPCA + 6.0%

92.4% DI

 

Oct/28

 

USD 380,000

 

2,728

 

-

 

(13,575)

 

NDF

 

USD

BRL

 

Mar/26

 

USD 244,037

 

3,242

 

(31,480)

 

(115,774)

 

Commodity forward

 

BRL

Heating Oil/ RBOB

 

Nov/26

 

USD 98,504

 

52,974

 

(12,259)

 

5,090

 

Interest rate swap

 

USD + 5.3%

CDI - 1.4%

 

Jun/29

 

USD 300,000

 

 

(226,714)

 

(26,070)

 

 

 

 

 

 

 

 

Total - not designated

 

437,366

 

(282,251)

 

(377,036)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

900,317

 

(580,915)

 

(665,167)

 

(105,154)

 

 

 

 

 

 

 

Current

 

127,254

 

(246,064)

 

 

 

 

 

 

 

 

 

 

 

Non-current

 

773,063

 

(334,851)

 

 

 

 

 

(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 financial statements

For the year ended December 31, 2025


Derivatives designated as hedge accounting

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

Contracted rates

 

Maturity

 

Notional amount (2)

 

Fair value as of 12/31/2024

 

Gains (losses) as of 12/31/2024

 

 

Assets

Liabilities

 

 

 

12/31/2024

 

Assets

 

Liabilities

 

Profit or loss

 

Fair value adjustment of debt

Foreign exchange swap (1)

 

USD + 3.28%

105.7% DI

 

Sept/25

 

USD 206,067

 

76,649

 

(3,808)

 

171,493

 

5,647

Foreign exchange swap (1)

 

EUR + 5.16%

109.2% DI

 

Mar/25

 

EUR 115,518

 

76,123

 

 

84,875

 

(1,742)

Foreign exchange swap (1)

 

JPY + 1.50%

109.4% DI

 

Mar/25

 

JPY 12,564,393

 

 

(45,826)

 

47,567

 

5,294

Foreign exchange swap (1)

 

SOFR + 1.29%

112.5% DI

 

Sept/25

 

USD 4,535

 

2,114

 

 

2,566

 

(30)

Interest rate swap (1)

 

IPCA + 5.13%

104.5% DI

 

Jun/32

 

BRL 2,660,000

 

189,156

 

 

(345,529)

 

355,746

Interest rate swap (1)

 

IPCA + 2.83%

69.5% DI

 

Nov/41

 

BRL 151,465

 

 

(3,321)

 

(3,321)

 

37,511

Interest rate swap (1)

 

USD + 11.17%

104.3% DI

 

Jul/27

 

BRL 525,791

 

 

(53,638)

 

(67,786)

 

62,628

Commodity forward (1)

 

USD

Heating Oil/ RBOB

 

Jan/25

 

USD 5,753

 

3,104

 

(11,869)

 

(25,309)

 

NDF (1)

 

USD

USD

 

Feb/25

 

USD 6,853

 

729

 

(6,022)

 

(34,336)

 

 

 

 

 

 

 

 

Total - designated

 

347,875

 

(124,484)

 

(169,780)

 

465,054

Derivatives not designated as hedge accounting

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange swap

 

USD

52.5% CDI

 

Jun/29

 

USD 300,000

 

465,031

 

 

268,734

 

NDF

 

USD

BRL

 

Mar/25

 

USD 15,425

 

13,546

 

(6,501)

 

42,241

 

Commodity forward

 

BRL

Heating Oil/ RBOB

 

Mar/25

 

USD 2,422

 

4,926

 

(3,867)

 

53,069

 

Interest rate swap

 

USD + 5.25%

CDI -1.4%

 

Jun/29

 

USD 300,000

 

 

(306,748)

 

(166,103)

 

 

 

 

 

 

 

 

Total - not designated

 

483,503

 

(317,116)

 

197,941

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

831,378

 

(441,600)

 

28,161

 

465,054

 

 

 

 

 

 

 

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 financial statements

For the year ended December 31, 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 December 31, 2025, no material ineffectiveness was identified in fair value hedge operations.

 

g.2 Cash flow hedge

 

As of December 31, 2025, the Company and its subsidiaries do not have cash flow hedges.

 

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

 

 

 

 

12/31/2025

 

12/31/2024

 

Valuation technique

 

Fair value of energy contracts


Sensitivity of inputs to fair value (a)

 

Fair value of energy contracts


Sensitivity of inputs to fair value (a)

Financial assets

Discounted cash flow method


1,095,362


10%

1,347,911


404,695


10%

382,794

 

 

 


-10%

803,892

 

 


-10%

404,581

 

 

 


 

 

 

 


 

 

Financial liabilities

 

734,873


10%

1,007,336

 

114,776


10%

115,361

 

 

 


-10%

455,927

 

 


-10%

125,715

 

(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 financial statements

For the year ended December 31, 2025


 

a. Contracts

 

Subsidiary Ultracargo Logística has agreements related to its port facilities in Aratu, Suape, Itaqui and Vila do Conde. Such contracts establish a minimum cargo movement, as shown below:

 

Port

Minimum movement per year

Maturity

Aratu

900,000 ton.

2042

Suape

250,000 ton.

2027

Suape

400,000 ton.

2029

Aratu

465,403 ton.

2031

Itaqui

1,222,377 m3

2049

Itaqui

371,000 ton.

2041

Vila do Conde

343,625 ton.

2045

 

If the annual movement is less than the minimum contractual movement, the subsidiary is liable to pay the difference between the effective movement and the minimum contractual movement, based on the port tariff rates in effect on the date established for payment. As of December 31, 2025, these rates were R$ 10.54, R$ 3.77 and R$ 4.23 per ton for Aratu, Suape, Itaqui and R$ 1.77 per m³ for Itaqui. According to contractual conditions and tolerances, as of December 31, 2025, there were no material pending issues regarding the minimum limits of the contract.

 

Subsidiary Hidrovias has long-term contracts with some of its customers, with minimum volume and tariff requirements pre-agreed and adjusted according to the contract. The performance of a new long-term contract with customers tends to have a significant positive effect on its net revenues, while losing an existing material contract would have the opposite effect.


Hidrovias and its subsidiaries have some long-term contracts in the corridors with the following maturity dates:

 

Segment

Expiration

South Corridor:

Contract I – Expiration in 2039;

Contract IV - Expiration in 2027;

Contract V – Expiration in 2027;

North Corridor:

Contract I – Expiration in 2031;

Contract II – Expiration in 2029;

Contract III – Expiration in 2027;

Contract IV – Expiration in 2027;

Santos

Contract I – Expiration in 2032;

Contract II – Expiration in 2029;

Contract III – Expiration in 2027.

 


Ultrapar Participações S.A. and Subsidiaries

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Notes to the financial statements

For the year ended December 31, 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 year ended December 31, 2025, the acquisition of 18 out of 49 service stations was completed for a total amount of R$ 46,286, of which R$ 31,086 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, calculated the definitive amounts for the provisional Purchase Price Allocation (PPA), with the identification of assets acquired and liabilities assumed measured at fair value and the recognition of the final goodwill in the amount of R$ 341,084. 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 capital gains and losses recorded.



Ultrapar Participações S.A. and Subsidiaries

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Notes to the financial statements

For the year ended December 31, 2025


The table below summarizes the balances of assets acquired and liabilities assumed at the acquisition date recognized at fair value:

 

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

581,271

Legal claims

  36,962

Advances from customers

7,365

Leases payable

286,778

Other payables

119,491

Liabilities of subsidiaries held for sale

500,708

Derivative instruments

  52,643



Ultrapar Participações S.A. and Subsidiaries

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Notes to the financial statements

For the year ended December 31, 2025


Goodwill based on expected future profitability

341,084

Non-controlling interests(1)

  1,658,270

Assets and liabilities consolidated in the opening balance

  2,009,334

 

 

Assets acquired

  4,273,159

Liabilities assumed

(2,604,909)

Goodwill based on expected future profitability

341,084

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 year. The total impact of the transition was R$ 91,105.



Ultrapar Participações S.A. and Subsidiaries

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Notes to the financial statements

For the year ended December 31, 2025


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 acquisition of shares from shareholders. Through these additional acquisitions, the interest in Hidrovias on December 31, 2025 was 58.72%.

 

From the date of acquisition until December 31, 2025, Hidrovias contributed to the Company with net revenue of R$ 1,670,615 and net loss of R$ 112,812. If the acquisition had taken place on January 1, 2025, the Company would have consolidated net revenue of R$ 143,156,825 and net income of R$ 2,488,436.

 

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$ 45,115. The remaining transaction amount of R$ 269 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.



Ultrapar Participações S.A. and Subsidiaries

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Notes to the financial statements

For the year ended December 31, 2025


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

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

45,115

Contingent consideration to be settled

269

Total consideration

124,288

 

 

Net cash outflow resulting from acquisition

 

Initial consideration in cash

55,000

Contingent consideration settled

45,115

Contingent consideration to be settled

269

Cash and cash equivalents acquired

(5,399)

Acquisition value

94,985



Ultrapar Participações S.A. and Subsidiaries

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Notes to the financial statements

For the year ended December 31, 2025


d. Petrovila Combustíveis S.A

 

On December 1, 2025, Neodiesel Ltda., indirect subsidiary of Ultrapar Participações S.A., completed the acquisition of 60% of the capital of Petrovila Combustíveis S.A. (“Petrovila”), qualifying the transaction as a business combination as defined in IFRS 3 (CPC 15 (R1)) – Business Combinations.

 

Petrovila is headquartered in Betim/MG and has a consolidated presence in the state of Minas Gerais, operating in the Transporter-Reseller-Retailer (TRR) segment, carrying out the commercialization and transportation of bulk fuels to end consumers.

 

The initial payment by capital contribution was R$ 50,000. The remaining amount of R$ 22,199 was recorded under “Other payables” and will be paid after the contractual clauses have been fulfilled.

 

The Company, based on applicable accounting standards and supported by an independent appraisal firm, is determining the statement of financial position as at the acquisition date, the fair value of assets and liabilities and, consequently, goodwill. The provisional goodwill determined is R$ 34,934. The purchase price allocation (“PPA”) will be completed in 2026.

 

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

 

Assets

 

Cash and cash equivalents

23,865

Trade receivables

30,310

Inventories

1,546

Recoverable taxes

33,353

Prepaid expenses

116

Other receivables

246

Right-of-use assets

729

Property, plant and equipment, net

25,982

 

 

Liabilities

 

Loans and financing

11,482

Trade payables

39,032

Salaries and related charges

1,445

Taxes payable, income and social contribution taxes payable

68

Leases payable

811

Other payables

1,201

Goodwill based on expected future profitability

34,934

Non-controlling interests

24,843

Assets and liabilities consolidated in the opening balance

72,199

 


Ultrapar Participações S.A. and Subsidiaries

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Notes to the financial statements

For the year ended December 31, 2025


Assets acquired

69,688

Liabilities assumed

32,423

Goodwill based on expected future profitability

34,934

 

 

Acquisition value

72,199

 

 

Comprised by

 

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

50,000

Contingent consideration to be settled

22,199

Total consideration

72,199

 

 

Net cash outflow resulting from acquisition

 

Initial consideration in cash

(50,000)

Cash and cash equivalents acquired

23,865

Acquisition value

(26,135)

 

e. Neoagro Diesel S.A

 

On November 17, 2025, Neodiesel Ltda., indirect subsidiary of Ultrapar Participações S.A., completed the acquisition of 60% of the capital of Neoagro Diesel S.A. (“Neoagro”), qualifying the transaction as a business combination as defined in IFRS 3 (CPC 15 (R1)) – Business Combinations.

 

Neoagro is headquartered in Uruçuí, in the state of Piauí, and operates predominantly in that state in the Transporter-Reseller-Retailer (TRR) segment, carrying out the commercialization and transportation of bulk fuels to end consumers.

 

The initial payment totaled R$ 39,915, including a contribution of R$ 11,023. The remaining amount of R$ 30,566 was recorded under “Other payables” and will be paid after the contractual clauses have been fulfilled.

 


Ultrapar Participações S.A. and Subsidiaries

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Notes to the financial statements

For the year ended December 31, 2025


The Company, based on applicable accounting standards and supported by an independent appraisal firm, is determining the statement of financial position as at the acquisition date, the fair value of assets and liabilities and, consequently, goodwill. The provisional goodwill determined is R$ 62,833. The purchase price allocation (PPA) will be completed in 2026.


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

 

Assets

 

Cash and cash equivalents

3,000

Property, plant and equipment, net

9,747

 

 

Liabilities

-

 

 

Goodwill based on expected future profitability

62,833

Non-controlling interests

5,099

Assets and liabilities consolidated in the opening balance

70,481

 

 

Assets acquired

7,648

Liabilities assumed

-

Goodwill based on expected future profitability

62,833

 

 

Acquisition value

70,481

 

 

Comprised by

 

Cash

28,892

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

11,023

Contingent consideration to be settled

30,566

Total consideration

70,481

 

 

Net cash outflow resulting from acquisition

 

Initial consideration in cash

(39,915)

Cash and cash equivalents acquired

3,000

Acquisition value

(36,915)

 


Ultrapar Participações S.A. and Subsidiaries

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Notes to the financial statements

For the year ended December 31, 2025


 

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 value (enterprise value) is R$ 715 million, of which R$ 195 million refers to the equity value and R$ 521 million to the debt balance, as of December 31, 2024. The payment was made in cash on the transaction closing date and was subject to usual price adjustments for this type of transaction, including working capital adjustments. The transaction was approved without restrictions by CADE on April 16, 2025.


On November 3, 2025, the Company announced the completion of the sale of all of the shares of Cabotage after the compliance with all conditions precedent.  As of December 31, 2025, Hidrovias determined the result from the completion of the transaction, as shown in the table below:

Total amount of the Cabotagem purchase and sale agreement.

  715,378

Debt balance in the reference statement of financial position

(520,553)

Operation sale price

  194,825

Preliminary adjustments to working capital and net debt

(1,954)

Cost on the investment write-off

(317,635)

Realization of valuation adjustment in subsidiaries

(98,062)

Reversal of impairment (1)

72,812

Gain on disposal of investments before the effect of cessation of depreciation

(150,014)

Cessation of depreciation

(15,150)

Gain on disposal of investments after the effect of depreciation

(165,164)

Deferred income and social contribution taxes

(24,756)

Gain on disposal of investments, net

(189,920)

 

(1) Hidrovias performed the impairment test on the assets and identified a difference between the transaction value and the carrying amount of the assets. Since the acquisition of control in May 2025, it recognized in the statement of income the amount net of income tax of R$ 48,056 related to the impairment, even in the absence of evidence of operational deterioration of the assets. The impairment of the assets was attributed entirely to the goodwill and the remainder was attributed to other Hidrovias assets.



Ultrapar Participações S.A. and Subsidiaries

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Notes to the financial statements

For the year ended December 31, 2025


b. The results for the year and cash flows from discontinued operations as of December 31, 2025 are shown below:

 

 

Final balance as of December 31, 2025 (1)

Net revenue from sales and services

108,401

Cost of services sold

(69,582)

 

 

Gross profit

38,819

 

 

Operating income (expenses)

 

General and administrative

(2,553)

Other operating income (expenses)

8,353

Gain (loss) on disposal of assets

(237,976)

Operating income (loss) before financial result and taxes

(193,357)

 

 

Financial income

5,610

Financial expenses

(6,229)

Financial result, net

(619)

 

 

Operating income (loss) before income and social contribution taxes

(193,976)

 

 

Income and social contribution taxes

 

Current

5,834

Deferred

(18,170)

Profit (loss) for the period

(206,312)

 

98


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the financial statements

For the year ended December 31, 2025


 

Final balance as of 12/31/2025(1)

Net cash provided by operating activities

30,231

Net cash used in investing activities

(34,948)

Net cash used in financing activities

(6,596)

Increase (Decrease) in cash and cash equivalents

(11,313)


(1) Considers the balances since the acquisition of control in May 2025 according to Note 28.b.

  

For the parent company, in the statement of income for the year ended December 31, 2025, the share of profit (loss) of Cabotage, net of transactions with related parties, were reclassified as Discontinued Operation in the amount of R$ (121,153).

 

 

a. Completion of the acquisition of interest in Virtu GNL

 

In January 2026, the acquisition of a 37.5% interest in Virtu GNL Participações S.A. (“Virtu”), company that operates in two business models: (i) logistics of liquefied natural gas (LNG) for own use and (ii) LNG-powered logistics services, was completed for the amount of R$ 104 million, consolidating the Company's participation as co-parent companies of Virtu.


b. Financing from the Constitutional Fund by Ultracargo

 

On January 29, 2026, subsidiary Ultracargo Logística obtained financing using resources from the Northeast Constitutional Fund through Banco do Nordeste do Brasil – BNB, in the amount of R$ 106,871, with financial charges of IPCA + 4.47% p.a. and maturing in 2041.

 

c. Foreign loan obtained by subsidiary Ipiranga Produtos de Petróleo S.A.

 

On February 19, 2026, the subsidiary Ipiranga Produtos de Petróleo S.A. entered into a foreign loan with JP Morgan, under the Loan 4.131 modality, in the amount of USD 53,200 (R$ 277,172), with financial charges of USD + 4.95% p.a. and maturing in 2029.

 



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Management Report 2025 Company profile Ultra Group is a reference in pioneering spirit, operational competence and commitment to the development of Brazil. Its history began in 1937 when Ernesto Igel founded Ultragaz, the first Brazilian company to distribute liquefied petroleum gas (LPG). Since then, the Group has continuously evolved and consolidated itself as one of the largest business groups in the country, with an outstanding position in mobility, energy and logistics infrastructure through Ipiranga, Ultragaz, Ultracargo and Hidrovias do Brasil. It is present in all regions of Brazil and, together with Hidrovias do Brasil, also operates in Argentina, Paraguay, and Uruguay. Ultrapar is the Ultra Group’s holding company, responsible for the allocation of capital and the management of its business portfolio, defining the group’s overall governance framework and implementing a unified management model guided by long-term value creation. In the capital markets, Ultrapar shares have been traded since 1999 on B3 and on the New York Stock Exchange (NYSE), through Level III ADRs. Since 2011, it has been part of the B3’s Novo Mercado segment, which brings together companies with the highest governance and transparency standards.Ipiranga is one of the largest fuel distributors in Brazil and one of the most valuable and recognized brands in the country, present in the daily lives of millions of people. It offers a complete value solution for mobility, which includes sale and distribution of high-quality fuels with guaranteed origin, through a network of 5.8 thousand service stations, including the premium line of Ipimax additive fuels and an ecosystem of complementary services. This ecosystem includes convenience retail with 1.5 thousand AmPm stores and automotive services provided through 1.1 thousand Jet Oil units. It also features one of the largest loyalty programs in the country, KMV, which strengthens customer relationships and encourages repeat purchases. In the B2B market, it operates through Ipiranga Empresas, leading the lubricants sector in Brazil with Iconic (in partnership with Chevron), and is present in the TRR (Transporter Retail Reseller) segment through Neodiesel, expanding its coverage across different channels and customer profiles.

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Management Report 2025 Ultragaz is one of the biggest LPG distributors in Brazil and it maintains a consistent trajectory of innovation to expand its offer of energy solutions and strengthen its competitiveness. In 2025, it made progress in the use of artificial intelligence to optimize its distribution routes, increasing productivity, quality, and service levels, as well as reducing logistics costs. The company has also evolved in improving individual LPG and electricity measurement systems, reinforcing its strategy of adding value to customers and capturing new market opportunities. The sale of biomethane – which was innovative due to the product’s renewable origin and because it is carried out outside the national gas pipeline network – evolved during 2025 and also started to serve the transportation segment.Ultracargo is the largest independent liquid bulk storage company in Brazil, offering integrated solutions that efficiently connect the main national logistics corridors. It currently has nine multipurpose terminals, located to integrate Brazil’s coastline to its interior, expanding the value proposition for its customers throughout the logistics chain. In recent years, it has been implementing a consistent plan for growth and expansion into the interior, opening new bases and expanding the capacity of existing terminals, strengthening its presence in strategic regions.Hidrovias do Brasil is a logistics solutions company, focusing on waterway and port operations. The Company stands out for offering competitive and lower-carbon logistics solutions, mainly for handling of grains, ores, and fertilizers. It currently has 3 port terminals and more than 480 shipping assets operating in Brazil and Mercosur.

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Management Report 2025 Innovation The pioneering spirit and the ability to innovate are part of Ultra Group’s essence and contribute to its trajectory of value creation and to the development of the country. Innovation is present both in the evolution of its businesses as in its management model, in line with the strategy of strengthening competitiveness and expanding sustainable value creation. Ultrapar seeks to promote a culture of innovation across all companies in its portfolio. The Company consolidated, in 2025, the Value Creation Department, an area dedicated to coordinating initiatives that expand the creation of sustainable value throughout the Group and promote the dissemination of best practices. This department acts as a catalyst for projects, proposing and ensuring the efficient execution of integration or segregation plans for businesses, identifying value creation levers, and supporting the management of the Group’s multidisciplinary projects. In 2025, this department focused on integrating Hidrovias do Brasil and the companies acquired by Neodiesel and AmPm, ensuring process standardization, acceleration of synergies and discipline in value capture. Furthermore, it has made progress with a project to expand the use of artificial intelligence in different areas and processes of Ultrapar, focusing on operational efficiency and productivity. This is part of a broader digital modernization strategy and new ways of working. The Company also remains connected to the open innovation ecosystem through Ultra Ventures, a department responsible for identifying and investing in startups with operations adjacent to its businesses or with the potential to promote transformations in the Group’s portfolio. Currently, Ultra Ventures holds investments in 5 startups. Ipiranga has made progress in its technology platform transformation program, highlighting the advancement in the implementation of the new ERP system, scheduled to go live in 2027, already integrated with artificial intelligence tools and other technological solutions that will improve controls, increase productivity and efficiency in processes. Iconic is also in the process of implementing a new ERP system, which will come into effect in the second half of 2026. In its product portfolio, Ipiranga also innovated in its premium line of Ipimax additive fuels and launched Ipimax Diesel S10 Agro, which improves the performance of agricultural machinery and equipment and reduces associated carbon emissions. In the retail sector, AmPm launched its new brand and value proposition, focusing on exclusive and differentiated products, and began selling Krispy Kreme brand donuts. Ultragaz maintains a consistent trajectory of innovation to expand its offer of energy solutions and strengthen its competitiveness. In 2025, it began using artificial intelligence to optimize its distribution routes, increasing productivity, quality and service levels, as well as reducing logistics costs. The company has also evolved in improving individual LPG and electricity measurement systems, reinforcing its strategy of adding value to customers and capturing new market opportunities. The sale of biomethane – which was innovative because it is carried out outside the national gas pipeline network – evolved during 2025 and also started to serve the transportation segment. Ultracargo continued to invest in incorporating cutting-edge technologies into its operations to further enhance safety, efficiency and productivity levels. In 2025, it expanded the use of robots for cleaning and inspecting its assets to the Santos (SP) terminal, eliminating the exposure of employees to confined spaces and reducing maintenance and operational downtime costs, as well as increasing the useful life of the assets. Another innovation was the adoption of geodesic aluminum domes to replace conventional steel roofs in the Opla and Suape terminals. These structures are installed more quickly and safely because they are assembled on the ground, parallel to the tank, eliminating work at height and reducing the overall construction schedule. In addition, they significantly reduce maintenance costs and, when combined with the use of a floating seal, they can reduce emissions of volatile organic compounds (VOC) by up to 90%. Hidrovias do Brasil maintained its focus on increasing operational efficiency and optimizing the use of its assets. In 2025, it has made progress in innovation by initiating the implementation of two technologies – the floating crane and the sheerlegs – solutions that increase productivity without the need for major civil works and that allow for an additional gain of approximately 1.5 million tons per year in the estimated handling of grains capacity in the integrated system (+20%). Sustainability integrated into the strategy In 2025, the Company reviewed its priority sustainability topics to reflect its role as a holding company focused on creating long-term value, considering both the evolution of its business portfolio and the major topics and current challenges. The review followed the dual materiality approach, considering both the impacts of the Group’s operations on the environment and society, and the influence of socio-environmental and governance factors on its financial performance.

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Management Report 2025 The process resulted in eight material topics: (i) Health, safety and well-being; (ii) Eco-efficient operations; (iii) Energy transition and climate change; (iv) Ethics, integrity and corporate governance; (v) Responsibility to the community; (vi) High density of talent aligned with our culture; (vii) Customer relationship and satisfaction; and (viii) Discipline and efficiency in capital allocation. The first six topics were already part of the sustainability agenda and have been improved in approach or scope, while the last two were incorporated in the review and directly reflect the Company’s ability to sustain its value creation trajectory in the long term.As a result of this review, Ultrapar updated its 2030 Sustainability Plan, which brings together the socio-environmental and governance goals of the Ultra Group. The updated plan was approved by executive leadership, the People and Sustainability Committee, and the Board of Directors, and will be presented in the 2025 Sustainability Report, scheduled for publication in March 2026. Sustainability ratings and indexes For many years, Ultrapar has participated in various national and international sustainability ratings and indexes, which classify organizations according to ESG criteria. The participation in these ratings and indexes is an external recognition of the Company and proves the accuracy of decisions and initiatives taken over the years. The detailed evaluation of indicators and metrics also contributes to identifying opportunities for improvement. Ultrapar integrates the following ratings: Great Place to Work Index (IGPTW) by B3 since 2023. MSCI ESG Ratings, by Morgan Stanley Capital International, with grade A since April 2024. FTSE4Good, with an average score of 3.4 in 2025 (scale from 0 to 5), ensuring presence in the FTSE4Good Emerging Index and FTSE4Good Emerging Latin America Index. Carbon Disclosure Project (CDP): Participation since 2008 and score B in the 2025 climate change questionnaire (an improvement compared to the C score in 2024). Corporate Sustainability Index (ISE) by B3: selected to be part of the 20th portfolio, in effect from May 2025 to April 2026. Differentiated Corporate Governance Index (IGC) and Differentiated Tag Along Index (ITAG), both by B3: Presence in the portfolios since 2011. IDIVERSA by B3: inclusion in the 2025 portfolio. Efficient Carbon Index (ICO2) by B3: Inclusion in the 2026 portfolio.

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Management Report 2025 Sustainability agenda Since 2021, Ultrapar and its businesses have been signatories to the United Nations Global Compact, reinforcing their commitment to the 2030 Agenda and the Sustainable Development Goals (SDGs), with a focus on incorporating responsible practices into their value chain. In 2025, Ultracargo and Hidrovias do Brasil participated in the 30th United Nations Climate Change Conference (COP30), held for the first time in Brazil, in Belém (PA). Both companies were present at MoveInfra, contributing to discussions and panels expanding the sector’s presence in the climate agenda. At the event, Ultracargo received the Diamond Seal of the Sustainability Pact, awarded by the Ministry of Ports and Airports, recognizing its high standards in ESG practices. The following outlines the main progress made in 2025 in the Company’s material sustainability topics. Energy transition and climate change The energy transition and climate change agenda is regularly monitored by senior leadership and the governance and management structures of each business. The Company recognizes the importance of managing GHG emissions, which are predominantly associated with its business. Aligned with the belief that sustainable growth is possible, the Company updated its Sustainability Plan, committing to reduce, by 2030, 50% of the emission intensity (tCO2/EBITDA in R$ millions) of scopes 1 and 2 (direct and indirect emissions related to the acquisition of electricity), using 2021 as the base year. In 2025, businesses have made consistent progress in climate management. Ipiranga, Ultragaz, Ultracargo, Hidrovias do Brasil and Iconic achieved the Gold Seal of the Brazilian GHG Protocol Program by submitting complete emissions inventories (scopes 1, 2, and 3), verified by a third party and registered on the Public Emissions Registry platform. Ultragaz and Ultracargo were also awarded the Silver Seal and the Gold Seal, respectively, of the SP Carbon Zero Commitment, an initiative by the São Paulo State Department of Environment, Infrastructure and Logistics, which encourages companies headquartered in the state to structure decarbonization plans. Furthermore, Ultragaz’s biomethane supply operation won 3rd place in the SP Carbon Zero Award. The Company has made advances on initiatives to reduce and offset emissions on several fronts. Ipiranga, Ultragaz, and Ultracargo fully offset their direct emissions (scope 1) through the purchase of carbon credits. Since 2021, scope 2 emissions from the holding company and these three businesses are fully offset by the purchase of Renewable Energy Certificates (I-RECs) and energy from the Free Market with traceability certification, ensuring the consumption of 100% renewable and certified energy. Hidrovias do Brasil also offsets part of its scope 2 emissions. In addition to offsetting initiatives, projects focused on effectively reducing emissions have been developed. Ultragaz started a pilot project to supply its bobtail trucks with biomethane, reducing carbon emissions in the LPG transport and distribution stage. Hidrovias do Brasil, in turn, has partnered with Iconic to develop a proprietary coolant for the engines of its vessels, which optimizes fuel consumption and reduces associated carbon emissions. The growth investments in Hidrovias do Brasil, whose operations became part of Ultrapar’s portfolio in 2025 and emit 70% less GHG emissions than road transport and 30% less than rail transport, also contribute to the reduction of emissions in Brazil’s logistic matrix. In the second half of 2025, Ultrapar also acquired a stake in Virtu, a company that operates in the road transport of cargo with a fleet powered by liquefied natural gas (LNG) and in the direct distribution of LNG. CO2 emissions from LNG are approximately 20% lower than those resulting from diesel consumption. Ultrapar has defined the monitoring of the portfolio’s dependence on fossil fuels and its exposure to extreme weather events. The holding company and the businesses mapped risks and opportunities based on the most recent scenarios of the Intergovernmental Panel on Climate Change (IPCC), integrating this information into their corporate risk matrices. Ipiranga continues to work on expanding the sales of its Ipimax line of additive fuels, which delivers up to a 5% increase in vehicle performance compared to traditional fuels, contributing to lower consumption and reduction of the GHG emissions associated with its use. In 2025, Ipimax represented 14% of the product mix, an increase of 2.4 p.p. compared to the previous year. Ultragaz has made progress in its performance as an energy solutions company and partner in the decarbonization journey of its customers. In renewable electricity, it was the second largest retail trading company in terms of number of consumer units and the third in terms of volume sold. The company ended the year with approximately 200% growth in active contracts for the supply of CNG and biomethane compared to the previous year. The total volume of biomethane sold during the year prevented the emission of 47,000 tons of CO2e.

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Management Report 2025 Ultracargo continued with its plan to expand into Brazil’s inland, focusing on agribusiness, especially corn ethanol produced in Mato Grosso. In 2025, it inaugurated the terminal in Palmeirante (TO), with a storage capacity of 23,000 m³, and completed the expansions at terminals in Santos (SP), Rondonópolis (MT) and Paulínia (SP). Hidrovias do Brasil continues to strengthen the resilience of operations in the face of climate change, advancing in the conducting of technical studies and monitoring of navigation channels in order to anticipate scenarios of extreme variations in the level of rivers. The integration of hydrological, hydrometeorological, draft and bathymetric data supports voyage planning, allowing for the definition of safer routes and ensuring efficient passage of vessels through critical sections. Eco-efficient operations Ultrapar is committed to adopting best practices to minimize environmental impacts. One of the priorities is managing the risks of water and soil contamination from product spills. The companies in the portfolio have consolidated prevention, monitoring and control mechanisms, as well as structured processes for containing and mitigating any incidents. In 2025, investments were also made to continuously improve operational safety systems. Ipiranga has advanced in installing double block valves in 33 of its 36 operational units, minimizing the risk of spillage during fuel loading operations. Ipiranga and Ultragaz also maintain ongoing development programs for partner transport companies and their drivers, increasing road safety and reducing accidents involving trucks transporting products. With the purpose of reducing water consumption in cleaning the engine rooms of its vessels, Hidrovias do Brasil implemented a dry-cleaning process, a sustainable alternative to conventional practices that require large volumes of water and result in the generation of oily effluents. In addition to reducing water consumption and waste generation, this process, combined with employee awareness and training actions, promotes significant gains in both environmental and operational areas, contributing to the strengthening of efficiency and sustainability practices. Currently, Ultrapar’s office in São Paulo is zero landfill, as are 17 of the Ultragaz’s bases and seven of the Ultracargo’s nine terminals. Ultracargo has made significant progress in consolidating sustainable practices in relation to 2024, reinforcing its commitment to eco-efficiency and environmental responsibility, reducing the consumption of new water by 34%, expanding the use of alternative water (rainwater) by 354%, and reducing landfill waste by 98%. A high density of talent aligned with our culture To further strengthen the Company’s talent succession pipeline, in 2025, Ultrapar revised the evaluation and governance model for all directors of the Ultra Group. The Leadership Development program has also evolved, with new training tracks customized according to the seniority level of the executives. Another initiative implemented was the quarterly leadership maturity survey, which captures teams’ perceptions of their leaders and provides a more agile guide for developing the necessary skills. At Ultrapar, 48% of employees went through lateral moves or were promoted in 2025, assuming new positions both in the holding company and in the businesses. Ipiranga held two editions of the “Acelerando o Futuro” program, aimed at preparing internal talent and professionals from the market for leadership positions. Ultragaz held another edition of UltraLíder, an initiative focused on developing operational leaders, and advanced its development programs, including succession initiatives, training of new leaders and technical skills development. Furthermore, it launched the MVP of its employer brand, consolidating the pillars that translate the experience of working at the company and strengthening its value proposition to attract, develop and retain talent. Ultracargo launched the “Elas Protagonistas” program, with training sessions, discussion groups, and mentoring to boost the development of its female employees. Hidrovias do Brasil maintained its focus on the “Academia Hidrovias”, an online platform with approximately 200 courses on leadership and management, technology and innovation, self-development and operational excellence, among other tracks. Ultrapar is also committed to promoting a respectful, diverse and increasingly inclusive work environment. At Ipiranga, the Diversity Program, which has been in place since 2019, has affinity groups dedicated to gender, race, people with disabilities, and LGBTI+ individuals. The company also works externally on this agenda: in 2025, it launched the “Movimento Mulher Motorista”, an initiative to make Ipiranga service stations on highways more welcoming and safer for women. Furthermore, the Woman Speed mentoring program, aimed at accelerating the pipeline of female leadership, had its 5th edition launched in 2025. Ultragaz, in turn, has relied for several years on

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Management Report 2025 ambassadors, volunteer employees who disseminate the diversity agenda and participate in awareness actions promoted by the company. Ultracargo remains committed to increasing the presence of women in leadership and operations, supported by an affinity group dedicated to the topic. Hidrovias do Brasil aims to increase the presence of women in leadership and operations, as well as strengthen the racial diversity of its team. On a consolidated basis, the Ultra Group has committed to achieving 33% diversity on its Board of Directors and 50% in its leadership by 2030. In 2025, the representation of these groups remained at 22% on the Board of Directors and showed an increase in leadership, representing 48%. Health, safety and well-being The commitment to safety, health and well-being is a non-negotiable value for the Ultra Group. Every year, the Group holds an annual meeting with all companies to reinforce the safety culture, an occasion where each business can share its best practices in safety, health and environment. In addition to its internal procedures, Ipiranga maintains the “Mover” and “Edifica” programs, through which it disseminates its safety standards to partner transport companies and contractors responsible for construction work at the network’s service stations. Only in the Mover program, there was a decrease of 17% in accidents involving the company’s truck fleet compared to 2024. Ultragaz carried out a new diagnostic study to assess the evolution of its safety culture, the results of which guided the planning of actions for 2026 and the following years. Thus, it advanced in its cultural journey, reaching the proactive level in the Hearts & Minds diagnosis, one of the most globally recognized models for safety maturity assessment. The company also has the “Tração” program, aimed at disseminating best safety practices among transport companies, and monitors all movements through embedded technologies connected to its control tower. In 2025, Ultracargo held the second edition of the event called “Segurança: A Parada que Liga!”, an initiative that temporarily suspends activities at all terminals to promote in-depth dialogues about health and safety with the staff. During the year, it consolidated a structured model for third-party management through qualification, process standardization, and recognition of performance in HSE, in an integrated manner across all terminals. Additionally, it launched the “Movimento Se Liga em Você”, integrating occupational health and employee assistance actions, focusing on promoting comprehensive health. Among the highlights, it structured Mental Health, Nutritional and Chronic Conditions programs and carried out an assessment of psychosocial workplace risks, reinforcing its commitment to a safer, more balanced and emotionally healthy work environment. Hidrovias do Brasil has implemented the Sistema Integrado de Gestão Operacional - SIGO (Integrated Operational Management System), which ensures the standardization of processes across all areas and assets, strengthening operational excellence and contributing to more robust safety management. Furthermore, throughout the year, the company also intensified its encouragement of employees to report deviations, increasing visibility into critical issues and allowing for a more agile implementation of control measures.

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Management Report 2025 Responsibility for the surrounding communities The Ultra Group seeks to contribute to the socioeconomic development of the country, especially in the territories where its businesses have operations, and has chosen education as a priority cause. The Instituto Ultra is the organization responsible for managing the private social investment of the Company and, to strengthen its performance, it reviewed its operating and governance model in 2025. Based on accumulated knowledge about the educational field and the results and challenges of projects carried out and supported in recent years, the Institute also reviewed its strategy. To amplify the positive impact the Company can generate to society and contribute to more effective and far-reaching transformations, starting in 2026, it will prioritize initiatives to strengthen educational management for improved results in the sector. One of the initiatives structured in 2025 by the Instituto Ultra was the training program for educational managers in São Luís (MA) and Canoas (RS). Developed in partnership with Centro Lemann, the program will last two years and initially prioritized the awareness among mayors and municipal education secretaries, who made a public commitment to advancing the educational agenda in the coming years. In the next stage, the initiative will focus on training the technical teams of the Municipal Education Departments. With Motriz, a project was initiated in Ipojuca (PE) to support local managers in the municipality’s medium-term strategic educational planning, including the implementation of the full-time education policy for students in the upper elementary school. Another initiative planned for 2025 focuses on the connectivity of public schools. Together with MegaEdu, the Institute is supporting the managers of São Luis (MA), Ipojuca (PE) and Santos (SP) to obtain resources from the federal government to expand and improve high-speed Internet access in the educational network. Instituto Ultra also supports social impact initiatives through incentivized resources. On this front, it also seeks to select initiatives that directly or indirectly promote education, especially those of longer duration, where it can more effectively assess their impacts, and in 2025, approximately R$ 30 million was allocated to 42 projects. The businesses also carried out social responsibility initiatives throughout the year. Ipiranga organized new editions of the “Operação Mulher e Operação Mulher Motorista” programs, which trained 52 female participants to work in the oil and gas sector and in fuel transport companies, with 14 out of the 16 students from the “Operação Mulher Motorista” program being hired by partner transport companies. In the “Saúde na Estrada” program, more 23 thousand truck drivers, other travelers on Brazilian highways, and residents living near Rodo Rede service stations received basic healthcare and guidance on health and well-being. Ultragaz has begun supporting the “Despertando a Empreendedora” project, which offers professional training to approximately 3 thousand women over two years. Ultracargo held the fifth edition of its Operational Training Program, which this time trained 20 residents from the area surrounding the terminal in Rondonópolis (MT) to work in the liquid bulk storage sector – by December, four graduates had been hired by the company. Hidrovias do Brasil has carried out several initiatives that promote local development, education and the generation of employment and income, such as “Aceleraê”, which trained and contributed to the employability of young people from Itaituba and Barcarena, in Pará – in 2025, 117 individuals graduated from the program.

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Ethics, integrity, and corporate governanceThe commitment to ethics and integrity is an essential part of Ultra Group’s strategy and values. In 2025, the Company completed a cycle of updating all the guidelines of the Integrity Program and released new versions of the Code of Ethics and the Anti-Corruption Policy, written in even simpler and more direct language. Subsequently, new training sessions were launched for employees. Additionally, Ultrapar and its businesses held discussion sessions and other in-person events throughout the year, impacting more than 7,000 employees. In another front of the program, the Company carries out reputational analyses to assess the ethical, environmental, and socioeconomic compliance of its future business partners and promotes awareness actions for suppliers and, in the case of Ipiranga and Ultragaz, also for resellers. In 2025, the Company completed over 8,700 reputational analyses and engaged several business partners on integrity issues. Another highlight of the year came from Hidrovias do Brasil, which won, for the second time, the Integrity Seal, granted by the Office of the Comptroller General and the Ministry of Industry and Commerce of Paraguay for its ethical, transparent, and responsible performance in the country.Through its industry associations and technical partners, the Company also contributes to the evolution of regulations and public policies to make the business environment more ethical and with fairer competitive practices. Among the matters it has followed and sought to collaborate on recently are the Persistent Debtor (Devedor Contumaz) bill, which imposes stricter measures to penalize tax evaders; the single-phase regime for PIS/COFINS approved for hydrated ethanol; the single-phase regime for naphtha; and the publication of the list of distributors that violate the Brazilian National Biofuels Policy (RenovaBio). Ipiranga, Ultracargo and Iconic are associated with the Instituto Combustível Legal (ICL), which collaborates with authorities in combating irregularities in the fuel and lubricant sector, a topic that gained even more prominence in the country in 2025 after the launch of Carbono Oculto Operation in August.The Company also maintains robust policies and structured processes to ensure cybersecurity and the protection of its stakeholders’ data. In December, the Board of Directors approved the Corporate Policy for the Use of Artificial Intelligence, which aims to ensure the ethical and responsible use of AI tools by Ultrapar and its businesses. This document complements the Corporate Policies for Information Security and Privacy and Personal Data Protection, which were also recently updated.


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Since 2011, Ultrapar has been part of the B3’s Novo Mercado segment, which brings together companies with the highest governance and transparency standards. The Board of Directors, the highest governing body, had its current composition appointed in April 2025. The collective body consists of nine members, seven of whom are independent (78%), including two women. One of the independent directors acts as the leader of these members and supports the Chairman, helping to ensure that decisions reflect the group’s views in a balanced way. In January, the Board of Directors of the businesses came into force, strengthening the autonomy and agility of decisions in each business and allowing Ultrapar to focus on the strategic topics of a holding company. The CEO, the Chairman of the Board of Directors, two independent directors from Ultrapar and the President of each company participate in these boards. Ultrapar also instituted annual evaluations for its directors. It is worth highlighting that the CEO and other officers of Ultrapar, as well as the Presidents of the businesses are also subject to annual evaluations. These processes are coordinated by the People and Sustainability Committee, and their results serve as input for the future appointment of directors and executives in new terms.Also, within the scope of governance and management, in 2025 the new version of the Corporate Risk Management Policy was approved, which simplified the risk management steps in the Company, expanded the coverage of monitored risks and incorporated the new governance model into the businesses. Furthermore, the restructuring project for the SOx Program was completed, with the implementation of a new control model, the redesign of training programs and the reassessment of processes, resulting in a new risk and control matrix more aligned with the Company’s current reality.In April 2025, the planned leadership transition process was completed, with the renewal of the Chairman of the Board of Directors and, simultaneously, of the CEO of Ultrapar and the Chief Finance and Investor Relations Officers. In the 2025 edition of the Abrasca Award for Best Annual Report, we received an honorable mention in the Risk Management, Internal Controls and Compliance category for the information presented in our 2024 Sustainability Report.

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Based on these guidelines, the Company presents below the information required by Article 133, Paragraph 6, of Law No. 6,404/76, as amended by Law No. 15,177/2025, including information that demonstrates the composition of its organizational structure, its Management and aggregated remuneration data, in a transparent and objective manner.Women employed by hierarchical level¹ December 31st, 2025 December 31st, 2024 Total number of employees % Total number of employees % Board of Directors 9 22% 9 22% Executive Office 1 - 1 - Executive Management 7 57% 7 43% Management 31 55% 35 37% Coordination 32 38% 28 46% Administrative 105 50% 112 62% Total 185 48% 192 52% Proportion of total compensation between genders by hierarchical level¹ December 31st, 2025 December 31st, 2024 Board of Directors 90% 89% Executive Office - - Executive Management 74% 52% Management 93% 95% Coordination 102% 102% Administrative 111% 122% ¹ Data reflects information from Brazilian Business Registry 33.256.439/0001-39 It is worth noting that some of the variations observed are explained by the diversity of pay grades (structured salary ranges that group positions with similar levels of complexity and responsibility) within each functional category. This diversity is more evident at the higher hierarchical levels, where the broader salary ranges tend to create greater distortions.Discipline and efficiency in capital allocation2Management Report 2025 Disciplined and efficient capital allocation, focused on creating long-term value, is one of Ultrapar’s main responsibilities. To fulfill this role, the Company leverages its accumulated knowledge in the sectors in which it operates and related areas to identify and select investment opportunities with value-creation potential where it can be the best shareholder. Ultrapar has a robust financial structure, characterized by the lowest possible cost of capital and high liquidity, which keeps it well-positioned to consistently capture opportunities across different economic cycles.To support the management and improvement of the capital allocation process, the Company adopts a post‑audit methodology for organic investments and acquisitions, thereby ensuring detailed monitoring, timely course‑corrections, and continuous learning in its decision‑making process.

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Acquisition of control of Hidrovias do Brasil and integration into the Ultra Management Model2Management Report 2025With the acquisition of control by Ultrapar, Hidrovias do Brasil began a new cycle of growth and profitability, structured on the following pillars: right people and aligned incentives; optimization of the capital structure; cost and capital discipline; advanced governance; operational excellence; and a focus on the customer and institutional strength.Throughout the year, the company made consistent progress in incorporating the Ultra Management Model.Customer relationship and satisfaction2Management Report 2025Placing customers at the center of every decision, the businesses of Ultra Group are committed to delivering excellence and continuously seek to improve their portfolio of products, solutions, and services available, as well as service levels. Customer satisfaction is monitored through Net Promoter Score (NPS), an indicator that measures the likelihood of a customer recommending the company, product, or service.The entrepreneurs of Ipiranga gas stations and Ultragaz resellers are simultaneously customers and business partners. The leaders and sales teams of both companies regularly visit resellers and promote engagement meetings, as well as programs and initiatives aimed at developing their businesses. Ipiranga and Ultragaz also maintain close relationships with B2B market clients and continuously work to evolve their value propositions. The same approach is adopted by Ultracargo and Hidrovias do Brasil, which operate exclusively in the B2B market and, in 2025, reinforced their structures dedicated to customer experience, with the creation of the Customer Service Management and the Commercial and New Business Department, respectively.ESG best practices are also increasingly recognized and demanded by B2B clients and the market in general. Ipiranga, Ultragaz and Ultracargo once again responded to the EcoVadis platform questionnaire in 2025, reaching, respectively, the ESG Commitment Seal, the Bronze Seal, and the Gold Seal – Iconic was also recognized with the Gold Seal. Other recognitions related to this agenda were achieved by Ultragaz, elected the best company in the Oil, Gas and Chemicals category of the Best of ESG Award, by Exame magazine, and by Hidrovias do Brasil, which ranked second place in the ESG and Vision for the Future categories in the infrastructure sector of the Época 360º Yearbook, by Época Negócios magazine.

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CapitalmarketsUGPA3 x Ibovespa performance – 2025(Base 100)Dividends and intereston equitDividend historyFiscal yearTotal amount (R$ million)Dividend per share (R$)2025 1,4131.3020247690.7020237130.65202215060.4620214040.3720204800.44¹ R$ 450 million (R$ 396 million net of income tax) in interest on equity and R$ 110 million in dividends In 2025, Ultrapar declared dividends of R$ 1.413 billion, which represent a payout of 61% on the net income attributable to shareholders after a legal reserve of 5%, and a dividend yield of 7% on the average price of Ultrapar shares.

CapitalmarketsUGPA3 x Ibovespa performance – 2025(Base 100)Dividends and intereston equitDividend historyFiscal yearTotal amount (R$ million)Dividend per share (R$)2025 1,4131.3020247690.7020237130.65202215060.4620214040.3720204800.44¹ R$ 450 million (R$ 396 million net of income tax) in interest on equity and R$ 110 million in dividends In 2025, Ultrapar declared dividends of R$ 1.413 billion, which represent a payout of 61% on the net income attributable to shareholders after a legal reserve of 5%, and a dividend yield of 7% on the average price of Ultrapar shares.

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Analysis of financialperformance in 2025Economic-operational environmentMacroeconomic indicators¹202520242025 x 2024GDP2.3%3.5%-1.2ppInflation4.3%4.8%-0.6ppAccumulated Selic rate14.3%10.9%3.5ppAverage exchange rate (R$/US$)5.595.393.5%Bent crude oil (US$/barrel)6881-15%¹ Source: Brazilian Central Bank and Bloomberg; for the 2024 GDP, Focus report of 01/02/2026The year 2025 was marked by increased geopolitical tensions, new episodes of instability in Ukraine and the Middle East, and increased tariff pressures from the United States. These factors intensified global uncertainty and contributed to distortions in value chains and the flow of essential goods.In Brazil, economic activity recorded estimate growth of 2.3%, showing signs of deceleration, particularly from the second half of 2025 onward. The monetary policy remained restrictive: the Central Bank’s Monetary Policy Committee (Copom) maintained the Selic rate at a high level throughout the year, closing the period at 15% per year.The fuel distribution market (gasoline, ethanol, and diesel) grew 3% in volume compared to 2024, with an increase of 3% in the Otto cycle and diesel, according to ANP data. Growth was driven by the favorable evolution of key economic indicators. Gasoline stood out with an increase of 5%, driven by the loss of competitiveness of ethanol. Diesel reached a new historical record, supported by the result of the agricultural sector in 2025.During the first half of 2025, irregular practices continued at an accelerated pace, especially the diversion of imported naphtha under a lower tax regime for sale as gasoline, and not as a biodiesel blend. However, in the second half, there was significant progress in actions to combat irregularities in the sector, with coordinated initiatives on regulatory and inspection fronts, which contributed to a gradual normalization in the competitive environment.In the LPG market, total volume grew by 1% compared to 2024, according to ANP data, due to the 2% increase in the bulk segment, supported by the greater dynamism of some industrial and service sectors, while the bottled segment showed resilience.In 2025, the liquid bulk storage sector in independent terminals decreased by 2% compared to 2024, according to ABTL data. The scenario for independent terminals was challenging, given that throughout the year, few arbitrage opportunities remained open long enough to enable competitive imports by non-integrated operators, in a context of lower international prices and a less pressured global market, coupled with volatile logistics costs. In this scenario, Petrobras also increased its imports to meet peak demand, which reduced the relative scope for imports from third parties.In 2025, the waterway transport market was favored by the robust performance of Brazilian agribusiness and the growing demand for more efficient logistics solutions. The rich supply of grains – particularly soybeans and corn – which recorded an 8% increase in exports compared to the previous year, strengthened flows through the Northern corridors, while iron ore handling grew more than 100% in the period. In a more favorable operating environment, with normalization of navigation conditions throughout the year, there was greater predictability of operations and a consistent increase in transported volumes compared to previous periods of restrictions.

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Considerations on thefinancial and operating informationThe financial information presented on this document was obtained from the financial statements prepared in accordance with the accounting practices adopted in Brazil and the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB). 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. From that moment, Hidrovias’ results began to be incorporated into Ultrapar’s EBITDA, while the period prior to the acquisition of control remained recorded using the equity method. As announced, Hidrovias completed the sale of its coastal navigation operation in November 2025 and therefore, the 4Q25 results only reflect one month of this operation, as the balances had been presented as a discontinued operation since 1Q25. Information on Ipiranga, Ultragaz and Ultracargo is presented without the elimination of intersegment transactions. Therefore, the sum of such information may not correspond to Ultrapar's consolidated information. Additionally, the financial and operational information is subject to rounding and, consequently, the total amounts presented in the tables and charts may differ from the direct numerical sum of the amounts that precede them.Information denominated EBIT (Earnings Before Interest and Taxes), EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization), Adjusted EBITDA, and Recurring Adjusted EBITDA is presented in accordance with Resolution 156, issued by the Brazilian Securities and Exchange Commission (“CVM”) on June 23, 2022.Adjusted EBITDA considers adjustments for usual business transactions that affect results but do not generate cash flow, such as amortization of customer bonuses, amortization of fair value adjustment and capital loss of associates, and the effect of mark-to-market of future energy contracts. For 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 unique or extraordinary events, whether positive or negative.

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Management Report 2025 The volume sold by Ipiranga totaled 23,923 thousand m³ in 2025, an increase of 1% when compared to 2024, with a 2% growth in the Otto cycle (greater share of gasoline in the product mix) and a 1% increase in diesel (mainly in spot markets). Net revenues were R$ 127,633 million (+5% vs. 2024), reflecting higher sales volume. Cost of goods sold totaled R$ 121,937 million (+6% vs. 2024), reflecting the increase in sales and the lower comparative base in 2024 due to the recognition of extraordinary tax credits in that period. Selling, general and administrative expenses totaled R$ 3,025 million, stable compared to 2024, even with the increase in freight costs due to volume growth, which were offset by operational efficiency initiatives. The other operating results line totaled R$ 341 million, an improvement of R$ 854 million compared to 2024, mainly due to lower costs with decarbonization credits and extraordinary tax credits. The line of results from disposal of assets totaled R$ 142 million (-15% vs. 2024), mainly due to higher sales of real estate assets and trucks. Ipiranga’s recurring EBITDA totaled R$ 3,462 million in 2025 (+4% vs. 2024), mainly reflecting improved volume and margin. 17

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Management Report 2025 The volume sold by Ultragaz totaled 1,711 tons in 2025, a reduction of 2% compared to 2024, as a result of a 4% drop in the bulk segment and a 1% drop in the bottled segment, due to the competitive dynamics of the market - which was impacted by the pass-through of cost increases from Petrobras auctions, in addition to lower demand from customers of the industrial segment. Net revenues were R$ 12,314 million (+9% vs. 2024), reflecting the pass-through of cost inflation, a favorable sales mix and the contribution of new energy sources to the result. Cost of goods sold totaled R$ 9,838 million (+11% vs. 2024), due to higher personnel expenses and higher costs in the new energies segment and freight. Selling, general and administrative expenses totaled R$ 1,054 million (+11% vs. 2024), reflecting higher personnel expenses and higher advertising and marketing expenses. The other operating results line totaled R$ 15 million in 2025, compared to R$ 83 million in 2024, mainly due to the lower effect of the write-off of the earn-out payable related to the acquisition of Stella. Recurring EBITDA was R$1,772 million in 2025 (+5% vs. 2024), reflecting the pass-through of cost inflation, a favorable sales mix and the contribution of new energy sources, which offset lower LPG volume and higher costs and expenses. 18

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Management Report 2025 Ultracargo’s average installed capacity was 1,090 thousand m³ in 2025 (+2% vs. 2024). The m³ sold was 15,647 thousand m³ (-9% vs. 2024), resulting from lower tank demand from our customers in fuel imports, partially offset by higher handling in Opla. Net revenues were R$ 1,021 million (-5% vs. 2024), reflecting the lower m³ sold, even with higher tariffs. Cost of services provided totaled R$ 443 million (+15% vs. 2024), due to higher personnel expenses, as well as higher depreciation expenses due to the completion of the expansions and pre-operational and initial costs of the operation in Palmeirante, which is still in the ramp-up phase. Selling, general and administrative expenses totaled R$ 167 million (-11% vs 2024), due to lower personnel expenses (mainly lower variable compensation, aligned with lower operating results). The other operating results line totaled R$ 7 million in 2025, compared R$ 14 million in 2024, reflecting the effect of customer indemnity revenues. The share of profit of subsidiaries line totaled R$ 3 million in 2025 (-17% vs. 2024) mainly due to lower results in Opla. EBITDA was R$ 585 million in 2025 (-12% vs 2024), reflecting the lower m³ sold and higher costs related to new operations, which are still in ramp-up, partially offset by higher tariffs and lower expenses. 19

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Management Report 2025 The total volume handled by Hidrovias in 2025 was 17,860 tons, a 22% increase compared to 2024, mainly reflecting the effects of the normalization of navigation conditions in the North and South corridors, operational improvements, in addition to the start and consolidation of salt operations in Santos. Net revenues ex-hedge accounting totaled R$ 2,465 million in 2025, a 41% increase compared to 2024, resulting from both the higher volume handled and tariff adjustments recorded during the period. Costs of services provided totaled R$ 1,128 million, compared to R$ 973 million in 2024, mainly reflecting the higher level of activity due to the normalized navigation of the period. General and administrative expenses totaled R$ 275 million in 2025 (+7% vs. 2024), due to a higher variable compensation provision aligned with the progression of results and reflecting the recognition of a non-recurring effect of the investment donation for the railway expedition in Santos in 2024. The results from disposal of assets line totaled R$ 253 million in the year, impacted by the completion of the sale of the coastal navigation operation in November, with the recognition of impairment and write-off of assets of this operation. Hidrovias’ recurring Adjusted EBITDA was R$ 1,125 million in 2025 (+95% vs. 2024), mainly due to improved navigation conditions in the North and South corridors, as well as advances in administrative and operational management that resulted in greater efficiency which more than offset the occasional negative effects related to the sale of the coastal navigation operation. 20

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Management Report 2025 R$ million ULTRAPAR – Income statement 2025 2024 ∆ (%) 2025 v 2024 Net revenues from sales and services 142,478 133,499 7% Cost of products sold and services provided (133,080) (123,812) 7% Gross profit 9,398 9,687 -3% Operating revenues (expenses) Selling and marketing (2,518) (2,500) 1% General and administrative (2,252) (1,872) 20% Results from disposal of assets (138) 172 -181% Other operating income (expenses), net 363 (414) 188% Operating income 4,852 5,073 -4% Financial result, net Financial income 1,586 881 80% Financial expenses (2,754) (1,813) 52% Total share of profit (loss) of subsidiaries, joint ventures and associates (67) (130) 49% Income before income and social contribution taxes 3,618 4,012 -10% Income and social contribution taxes Current (1,049) (1,125) -7% Deferred (27) (361) 93% Net income 2,542 2,526 1% Net income attributable to: Shareholders of Ultrapar 2,454 2,363 4% Non-controlling interests in subsidiaries 88 163 -46% EBITDA 6,356 6,117 4% Amortization of contractual assets with customers - exclusive rights 469 555 -15% Amortization of fair value adjustments on associates’ acquisition 2 2 -35% MTM of energy futures contracts (71) (64) -11% Hedge accounting 12 - n/a Adjusted EBITDA 6,767 6,610 2% Ipiranga¹ 4,277 4,445 -4% Ultragaz 1,721 1,817 -5% Ultracargo 585 668 -12% Hidrovias 2 450 (95)n/a Holding and other companies¹ Holding (186) (195) 4% Other companies (80) (31) -156% Extraordinary expenses/provisions and post-closing adjustments from the sales of Oxiteno and Extrafarma 32 2 n/a Elimination of the sale of the Rondonópolis base - - n/a Non-recurring items that affected EBITDA (-) Results from disposal of assets (Ipiranga) (142 (168) -15% (-) Credits and provisions (Ipiranga) (673) (934) -28% (-) Earn-out Stella (Ultragaz) 51 (54) 194% (-) Credits and provisions (Ultragaz) - (76) n/a (-) Assets write-off and Coastal Navigation impairment (Hidrovias) 207 - n/a (-) Extraordinary expenses/provisions and post-closing adjustments from the sales of Oxiteno and Extrafarma (32) (2) n/a Recurring Adjusted EBITDA 6,179 5,377 15% Ipiranga1 3,462 3,343 4% Ultragaz 1,772 1,687 5% Ultracargo 585 668 -12% Hidrovias2 657 (95) n/a Holding and other companies¹ Holding (219) (195) -12% Other companies (80) (31) -156% Depreciation and amortization³ 2,041 1,731 18% ¹ Balances prior to 2024 restated between the Ipiranga segments and other companies, reflecting the new organizational structure of KMV (formerly abastece aí) 2 Values related to the “share of profit (loss) of subsidiaries, joint ventures and associates” in Hidrovias 3 Includes amortization with contractual assets with customers – exclusive rights 21

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Management Report 2025 Ultrapar recorded net revenues of R$ 142,478 million (+7% vs. 2024), mainly reflecting higher revenues from Ipiranga and Ultragaz, as well as the consolidation of Hidrovias from May 2025. Cost of goods sold and services provided totaled R$ 133,080 million (+7% vs. 2024), due to increased costs at Ipiranga, Ultragaz and Ultracargo, and the consolidation of Hidrovias. Gross profit therefore amounted to R$ 9,398 million (-3% vs. 2024). Selling, general and administrative expenses totaled R$ 4,770 million (+9% vs. 2024), mainly due to higher personnel expenses and the effect of the consolidation of Hidrovias. The other operating results line recorded R$ 363 million, an improvement of R$ 777 million compared to 2024, mainly due to lower expenses with decarbonization credits, extraordinary tax credits, and lower impact from the write-off of the earn-out payable related to the acquisition of Stella. The result from disposal of assets line totaled a negative R$ 138 million, a decrease of R$ 310 million compared to 2024, explained by the decrease in earn-out payable related to the acquisition of Stella and the sale of Hidrovias’ coastal navigation operation. Ultrapar’s recurring Adjusted EBITDA totaled R$ 6,179 million (+15% vs. 2024), mainly due to better results from Ipiranga, Ultragaz and Hidrovias, partially offset by lower EBITDA at Ultracargo. Total depreciation and amortization expenses were R$ 2,041 million (+18% vs. 2024), mainly reflecting the consolidation of Hidrovias. Ultrapar reported net financial expenses of R$ 1,168 million, compared to R$ 932 million in 2024, reflecting the increase in net debt due to the consolidation of Hidrovias and the increase in CDI. Ultrapar’s net income totaled R$ 2,542 million, stable compared to 2024.

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Management Report 2025 Results from the Holding and other companies Ultrapar recorded a negative result of R$ 267 million in 2025 (vs. negative result of R$ 224 million in 2024), comprised of (i) R$ 219 million in negative result from the Holding (vs. a negative R$ 195 million in 2024), (ii) R$ 80 million in negative EBITDA from other companies, mainly driven by Refinaria Riograndense, which recorded a negative result of R$ 78 million, affected by extraordinary effects (R$ 31 million) related to the write off of deferred credits and assets (vs. a negative R$ 28 million in 2024), and (iii) positive one-off provisions of R$ 32 million related to the divestments of Oxiteno and Extrafarma. Share of profit (loss) of subsidiaries, joint ventures and associates for Hidrovias In May 2025, the Company became the controlling shareholder of Hidrovias, as per the Material Fact, consolidating its results as of that date. From that moment, Hidrovias’ results began to be incorporated into Ultrapar’s EBITDA, while the period prior to the acquisition of control remained recorded using the equity method. Given this context, a negative result of R$ 67 million was recorded in share of profit (loss) of subsidiaries, joint ventures and associates in 2025, compared to a negative result of R$ 130 million in 2024. Indebtedness Ultrapar ended 2025 with total net debt of R$ 12,148 million (1.7x Adjusted LTM EBITDA1) compared to R$ 7,756 million on December 31, 2024 (1.4x Adjusted LTM EBITDA1). The increase in leverage mainly reflects the consolidation of control of Hidrovias, the anticipation of R$ 1,087 million in dividends paid in December 2025, and the record level of organic investments, in addition to the R$ 1,011 million reduction in the balance of reverse factoring – due to its replacement with lower-cost debt. Considering reverse factoring in the debt composition, 2024 leverage would have been 1.6x. 1 Adjusted LTM EBITDA does not include closing adjustments from the sale of Extrafarma and extraordinary tax credits 23

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Management Report 2025 Investments Organic investments by business R$ million The investment amount for Hidrovias do Brasil presented for 2025 reflects the period from May to December, following the acquisition of control and the effective consolidation In 2025, Ultrapar invested R$ 2,542 million, of which R$ 1,279 million (50%) was allocated to business expansion and R$ 1,264 million to maintenance and other investments. The 15% increase compared to the amount invested in 2024 is mainly explained by the consolidation of Hidrovias. Ipiranga invested R$ 1,272 million in 2025, primarily allocated to the expansion and maintenance of service station and franchise networks, logistics infrastructure, and technology platform upgrades. Of the total investments, R$ 584 million refers to additions to fixed and intangible assets, R$ 647 million to contractual assets with customers (exclusivity rights), and R$ 41 million to installments of financing granted to customers and rent advances, net of receipts. Ultragaz invested R$ 440 million in 2025, mainly in facilities for new bulk customers, expansion into new energy sectors, acquisition and replacement of bottles, and maintenance and safety of existing operations. Ultracargo’s investments totaled R$ 523 million in 2025, mainly focused on the expansion projects at the terminals in Itaqui, Suape, Opla, Santos and Rondonopolis, as well as recurring investments aimed at operational maintenance and safety. Hidrovias’ investments totaled R$ 235 million in 2025, concentrated on modular expansion in the North corridor, including the sheerlegs that will be used at the TUP, in addition to investments in asset maintenance and docking of HB Tucunaré in coastal navigation. For 2026, Ultrapar’s consolidated investment plan totals R$ 2,617 million (+3% vs. 2025), with R$ 1,110 million allocated to expansion investments and R$ 1,507 million to maintenance and other investments. Further details of the plan can be found in the Market Announcement released on February 4, 2026, available on the Investor Relations website. 24

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Management Report 2025 Relationship with independent auditors The Company has a policy for hiring the services to be provided by independent auditors guaranteeing that there is no conflict of interest, loss of independence or objectivity in the auditing services of the financial statements. Pursuant to CVM Resolution 162/22, we inform that during the fiscal year 2025, we did not contract our independent auditors to perform work other than the audit of the financial statements. Deloitte started its external audit services for Ultrapar in 2022. 25

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São Paulo, March 4, 2026 – 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 fourth quarter of 2025. 


 

Net revenue

Adjusted

EBITDA¹

Recurring

Adjusted

EBITDA¹

Net income

Cash generation from operations

4Q25

R$ 38.0

billion

R$ 1.6

billion

R$ 1.7

billion

R$ 256

million

R$ 2.4

billion


 

 

 

 

 

2025

R$ 142.5

billion

R$ 6.8

billion

R$ 6.2

billion

R$ 2.5

billion

R$ 5.5

billion

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 Ultrapar’s good operating results­       

- Highest recurring adjusted EBITDA ever reported in a fourth quarter.

-
Record operating cash generationtotaling R$ 5.5 billion in 2025reflecting solid business performance and a lower working capital requirement.

-
­Financial strength, with leverage maintained at 1.7x, driven by strong cash generation, even after the anticipation of dividends of R$ 1.1 billion in December. Excluding this effect, leverage would have been 1.5x.
  • Distribution of R$ 1.1 billion in dividends in December corresponding to R$ 1.00 per common share, totaling R$ 1.4 billion related to 2025 (R$ 1.3 per share and dividend yield of 7%).
  • Advances in the institutional agenda

- A significant milestone in combating irregularities in the fuel sector, with the approval of the persistent debtor and the single-phase taxation, strengthening fair competition and regulatory certainty.

-
Approval of the “Gás do Povo”, strengthening the sector’s safety and regulatory framework.
  • Advances in the growth, productivity and value-creation agenda:

- Completion of the expansion of the Rondonópolis base, adding 15 thousand m³ of capacity at Ultracargo from January 2026.

- Completion of the acquisition of a 37.5% stake in Virtu Participações in January 2026.

-

Completion of the Ultracargo’s SAP migration to SAP4HANA in February 2026.


- Disclosure of Ultrapar’s organic investment plan of up to R$ 2.6 billion for 2026, aimed at business expansion, maintenance, safety and operational efficiency.

-
Contracting approximately R$ 260 million in subsidized credit lines to fund expansion projects, at a weighted average cost equivalent to 87% CDI.

­    

4Q25 Graphics

Considerations on the financial and operational information

The financial information presented on this document were extracted from the financial statements prepared in accordance with the accounting practices adopted in Brazil and the International Financial Reporting Standards IFRS issued by the IASB.

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 Interest, Taxes on Income and Social Contribution on Net Income, Depreciation and Amortization); Adjusted EBITDA and recurring Adjusted EBITDA is presented in accordance with Resolution 156, issued by the CVM in June 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, amortization of fair value adjustments and capital loss of associates, and the 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. From that moment, Hidrovias’ results began to be incorporated into Ultrapar’s EBITDA, while the period prior to the acquisition of control remained recorded using the equity method. As announced, Hidrovias completed the sale of its coastal navigation operation in November 2025; therefore, the 4Q25 results only reflect one month of this operation, as the balances had been presented as a discontinued operation since 1Q25.


4Q25 Graphics


R$ million

ULTRAPAR

Quarter

Year

4Q25

4Q24

3Q25

2025

2024

Net Income

256

881

772

2,542

2,526

(+) Income and social contribution taxes

232

776

255

1,076

1,486

(+) Net financial (income) expenses

556

335

401

1,168

932

(+) Depreciation and amortization¹

432

299

449

1,570

1,173

EBITDA

1,476

2,291

1,878

6,356

6,117

Accounting adjustment

 

 

 

 

 

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

131

153

121

471

557

(+) MTM of energy futures contracts

(46)

(64)

(58)

(71)

(64)

(+/-) Hedge accounting

2

-  

6

12

-  

Adjusted EBITDA

1,562

2,379

1,946

6,767

6,610

Ipiranga

1,161

1,841

1,085

4,277

4,445

Ultragaz

423

554

463

1,721

1,817

Ultracargo

144

169

134

585

668

Hidrovias²

(66)

(104)

332

450

(95)

Holding and other companies

 

 

 

 

 

  Holding

(58)

(50)

(51)

(219)

(195)

  Other companies

(42)

(17)

(17)

(80)

(31)

Extraordinary expenses/provisions from divestments

-  

(14)

-  

32

2

Non-recurring items that affected EBITDA

 

 

 

 

 

(-) Results from disposal of assets (Ipiranga)

(95)

(63)

(7)

(142)

(168)

(-) Credits and provisions (Ipiranga)

-  

(934)

(185)

(673)

(934)

(-) Earn-out Stella (Ultragaz)

51

(37)

-  

51

(54)

(-) Credits and provisions (Ultragaz)

-

(76)

 

-  

(76)

(-) Extraordinary expenses/provisions from divestments

-  

14

-  

(32)

(2)

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

226

-  

29

207

-  

Recurring adjusted EBITDA

1,745

1,284

1,783

6,179

5,377

Ipiranga

1,066

844

892

3,462

3,343

Ultragaz

474

441

463

1,772

1,687

Ultracargo

144

169

134

585

668

Hidrovias²

160

(104)

361

657

(95)

Holding and other companies

 

 

 

 

 

  Holding

(58)

(50)

(51)

(219)

(195)

  Other companies

(42)

(17)

(17)

(80)

(31)

 

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

22024 figures refer to the equity income from Hidrovias’ stake.


4Q25 Graphics

Message from Management

The year 2025 was marked by Ultrapar’s significant evolution, with strategic clarity and solid results. Our main business delivered good operational results, even in an environment of volatility and uncertainty.

Ultragaz maintained its growth, and Ipiranga recorded strong expansion, mainly driven by the recovery of the market following measures to combat irregularities in the sector during the second half of the year. Ultracargo was also affected by this environment of irregularities in the first half and had a year of record expansions and higher pre-operational costs, which resulted in a temporary contraction in results.

We took over the control of Hidrovias in 2025, intensifying integration and accelerating the implementation of the Ultra Management Model based on disciplined capital allocation, agile and robust governance, and operational efficiency. We have also completed the sale of the coastal navigation operation, strengthening Hidrovias’ financial structure and focusing on businesses with greater synergy and value creation potential. Hidrovias delivered record results in 2025, in volume, recurring EBITDA and operating cash flow.

Operational cash flow generation reached R$ 5.5 billion, a record level for Ultrapar. This performance allowed the Company to maintain comfortable financial leverage, even after record organic investments, acquisition of Hidrovias’ control, and the distribution of R$ 1.1 billion in extraordinary dividends in December. We ended the year with net revenues of R$ 142.5 billion, record recurring EBITDA of R$ 6.2 billion and net income of R$ 2.5 billion, demonstrating the resilience of the portfolio and the Company’s financial and strategic discipline.

We completed the planned leadership transition for the positions of Chief Executive Officer and Chief Financial and Investor Relations Officer, and implemented Boards of Directors in the businesses, strengthening agility, autonomy and accountability. These actions reaffirm and consolidate Ultrapar’s strategy as a shareholder and capital allocator focused on long‑term value creation, supported by robust governance. As a result, Ultrapar’s Board now concentrates its efforts on capital allocation, portfolio management and development of talent aligned with our culture.

As part of Ultrapar’s strategic review as a holding company focused on long term value creation, we also reviewed the material topics and updated the 2030 Sustainability Plan, aligning it with the most relevant issues for the growth and longevity of our businesses.

We announced our investment plan for 2026, totaling up to R$ 2.6 billion. Of this amount, R$ 1.1 billion will be allocated to expansion projects across all businesses, while the remaining amount will be directed to maintenance and modernization of assets, focusing on efficiency and safety, in addition to investments in technology platforms at Ipiranga, Ultragaz and Hidrovias.

We entered 2026 facing a challenging global environment, marked by geopolitical tensions and economic volatility. We are prepared to navigate this context and seize opportunities, with an engaged team, strengthened businesses, and a constant focus on operational efficiency, financial discipline, innovation and sustainable growth. We will continue our journey of growth and value creation.

We thank our customers, suppliers, shareholders and partners for their trust. We especially thank all employees for their dedication and commitment throughout the year.


Marcos Marinho Lutz Rodrigo de Almeida Pizzinatto
Chairman of the Board of Directors Chief Executive Officer


4Q25 Graphics


R$ million


ULTRAPAR

Quarter

Year

4Q25

4Q24

3Q25

4Q25 x 4Q24

4Q25 x 3Q25

2025

2024

2025 x 2024

Net revenue

37,973

35,401

37,088

7%

2%

142,478

133,499

7%

Cost of products sold

(35,372)

(32,166)

(34,588)

10%

2%

(133,080)

(123,812)

7%

Gross profit

2,600

3,236

2,501

-20%

4%

9,398

9,687

-3%

Selling, general and administrative

(1,286)

(1,113)

(1,175)

16%

9%

(4,770)

(4,372)

9%

Results from disposal of assets

(100)

66

(16)

n/a

n/a

(138)

172

n/a

Other operating income (expenses), net

(131)

(77)

127

70%

n/a

363

(414)

n/a

Adjusted EBITDA

1,562

2,379

1,946

-34%

-20%

6,767

6,610

2%

Recurring Adjusted EBITDA¹

1,745

1,284

1,783

36%

-2%

6,179

5,377

15%

Depreciation and amortization²

(563)

(452)

(570)

25%

-1%

(2,041)

(1,731)

18%

Financial Results

(556)

(335)

(401)

66%

38%

(1,168)

(932)

25%

Net income

256

881

772

-71%

-67%

2,542

2,526

1%

Investments

826

776

756

6%

9%

2,542

2,213

15%

Cash flow from operating activities

2,382

2,231

2,129

7%

12%

5,453

3,736

46%

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$ 37,973 million (+7% vs 4Q24), mainly reflecting higher revenues of Ipiranga and the consolidation of Hidrovias. Compared to 3Q25, there was a 2% increase, due to Ipiranga’s growth, partially offset by the seasonality effect on Hidrovias’ operations. In 2025, net revenues totaled R$ 142,478 million. (+7% vs 2024).

Recurring adjusted EBITDA – Total of R$ 1,745 million (+36% vs 4Q24), highlighting Ipiranga’s and Ultragaz’s better results and the consolidation of Hidrovias’ result. Compared to 3Q25, there was a 2% decrease, reflecting the seasonality of Hidrovias’ operations, partially offset by Ipiranga’s growth. In 2025, recurring Adjusted EBITDA totaled R$ 6,179 million (+15% vs 2024).

Results from the Holding and other companies – Negative result of R$ 100 million, comprising: (i) R$ 58 million in Holding expenses, and (ii) R$ 42 million from the other companies, mainly due to the negative result of R$ 42 million at Refinaria Riograndense, impacted by a one-off write-down of deferred tax credits and assets totaling R$ 31 million. For the full year, there was a negative result of R$ 267 million, consisting of: (i) R$ 219 million from the Holding (vs. R$ 195 million in 2024), (ii) R$ 80 million from the other companies, of which R$ 78 million from Refinaria Riograndense (vs. R$ 31 million and R$ 28 million from Refinaria Riograndense in 2024), and (iii) positive one-off provisions of R$ 32 million related to the sales of Oxiteno and Extrafarma.

Depreciation and amortization – Total of R$ 563 million (+25% vs 4Q24), mainly reflecting the effects of the consolidation of Hidrovias. Depreciation and amortization remained practically stable compared to 3Q25. In 2025, depreciation and amortization expenses totaled R$ 2,041 million (+18% vs 2024).

Financial result – Expenses of R$ 556 million (-R$ 221 million vs 4Q24) mainly resulting from i) the higher net debt due to the consolidation of Hidrovias, ii) increase in CDI and iii) negative one-off mark-to-market effect of -R$ 164 million in 4Q25 (vs -R$ 131 million in 4Q24). Compared to 3Q25, there was a worsening of R$ 155 million, mainly due to the positive effect from the monetary adjustment of extraordinary tax credits recognized in 3Q25 and the higher negative mark-to-market effect (-R$61 million in 3Q25). In 2025, financial expenses totaled R$ 1,168 million (-R$ 236 million vs 2024).

Net income – Total of R$ 256 million (which includes the negative effect of R$ 183 million, mainly related to the write-off of coastal navigation assets, whose sale was completed in November), compared to R$ 881 million in 4Q24 (which includes the positive effect of R$ 711 million of extraordinary tax credits and the one-off negative effect of R$ 124 million from KMV’s deferred income tax). Excluding these extraordinary effects, net income would have been R$ 439 million, an increase of 49%, reflecting the period’s record operating result, despite higher depreciation and amortization and a weaker financial result. Compared to 3Q25, net income decreased by R$ 516 million, mainly reflecting the positive effect from the recognition of extraordinary tax credits in 3Q25, as well as Hidrovias’ seasonally weaker results and the negative effects from the sale of coastal navigation, which were partially offset by higher EBITDA. In 2025, net income totaled R$ 2,542 million (+1% vs 2024).

4Q25 Graphics


Cash flow from operating activities – Operating cash flow of R$ 5,453 million in 2025, the highest in Ultrapar’s history, demonstrating the strong conversion of EBITDA into cash, surpassing the R$ 3,736 million generated in 2024. The performance reflects better operating results, the consolidation of Hidrovias, and lower working capital needs — supported by more efficient inventory management and a more favorable supplier mix at Ipiranga - partially offset by the settlement of R$ 1.0 billion in draft discount for suppliers. In addition, income tax disbursements were lower in 2025, totaling R$ 124 million compared to R$ 309 million in 2024.


R$ million

IPIRANGA

Quarter

Year

4Q25

4Q24

3Q25

4Q25 x 4Q24

4Q25 x 3Q25

2025

2024

2025 x 2024

Total volume (‘000 m³)

6,443

6,013

6,170

7%

4%

23,923

23,570

1%

Diesel

3,162

2,974

3,284

6%

-4%

12,146

12,023

1%

Otto cycle

3,171

2,941

2,770

8%

14%

11,340

11,148

2%

Others¹

109

99

116

11%

-6%

436

399

9%

Net revenues

34,128

32,097

32,975

6%

3%

127,633

121,336

5%

Cost of products sold and service provided

(32,489)

(29,789)

(31,595)

9%

3%

(121,937)

(114,730)

6%

Gross profit

1,639

2,308

1,380

-29%

19%

5,696

6,606

-14%

Gross margin (R$/m³)

254

384

224

-34%

14%

238

280

-15%

Selling, general and administrative

(799)

(729)

(691)

10%

16%

(3,025)

(3,019)

0%

Results from disposal of assets

95

63

7

50%

n/a

142

168

-15%

Other operating income (expenses), net

(65)

(114)

115

-43%

-156%

341

(513)

-166%

Adjusted EBITDA

1,161

1,841

1,085

-37%

7%

4,277

4,445

-4%

Adjusted EBITDA margin (R$/m³)

180

306

176

-41%

3%

179

189

-5%

Non-recurring²

(95)

(997)

(193)

-90%

-51%

(814)

(1,101)

-26%

Recurring Adjusted EBITDA

1,066

844

892

26%

20%

3,462

3,343

4%

Recurring Adjusted EBITDA margin (R$/m³)

165

140

145

18%

15%

145

142

2%

Depreciation and amortization³

287

316

283

-9%

1%

1,135

1,212

-6%

Recurring Adjusted LTM EBITDA

3,462

3,343

3,240

4%

7%

3,462

3,343

4%

Recurring Adjusted LTM EBITDA margin (R$/m³)

145

142

138

2%

5%

145

142

2%


 

¹ Fuel oils, arla 32, kerosene, lubricants and greases ² Non-recurring items described in the EBITDA calculation table – page 3

³ Includes amortization with contractual assets with customers – exclusive rights


Operational performance – Volume sold increased by 7% compared to 4Q24, with a 8% increase in the Otto cycle and 6% in diesel (higher volume in spot), reflecting the market recovery amid the advance in combating irregularities, essential for a fairer competitive environment. Compared to 3Q25, volume increased by 4%, driven by a 14% growth in the Otto cycle, partially offset by a 4% reduction in diesel fuel, reflecting seasonality. In 2025, the sales volume totaled 23,923 thousand m³ (+1% vs 2024).

Net revenues – Total of R$ 34,128 million (+6% vs 4Q24 and +3% vs 3Q25), reflecting higher sales volume in the period. In 2025, net revenues were R$ 127,633 million (+5% vs 2024).

Cost of goods sold – Total of R$ 32,489 million (+9% vs 4Q24), growth due to the higher sales volume and the extraordinary tax credits of R$ 934 million recognized in 4Q24. Compared to 3Q25, there was a 3% increase, consistent with the growth in net revenues. For the year, cost of goods sold totaled R$ 121,937 million (+6% vs 2024).

Selling, general and administrative expenses – Total of R$ 799 million (+10% vs 4Q24), mainly due to higher freight expenses, resulting from the increased sales volume, and the higher provision for variable compensation, in line with the progression of results. Compared to 3Q25, there was a 16% increase, mainly explained due to higher marketing expenses, as well as lower level of contingencies presented in 3Q25. In 2025, expenses totaled R$ 3,025 million (stable vs 2024).

Result from disposal of assets – Total of R$ 95 million (+R$ 32 million vs 4Q24 and +R$ 88 million vs 3Q25), mainly due to higher sale of real estate assets and trucks in the period. In 2025, the result from the disposal of assets totaled R$ 142 million (-R$ 26 million vs 2024).


4Q25 Graphics


Other operating results – Negative result of R$ 65 million (improvement of R$ 49 million vs 4Q24) due to lower expenses with decarbonization credits given the lower price level. Compared to 3Q25, there was a worsening of R$ 180 million, due to the positive effect of R$ 185 million from extraordinary tax credits in the previous quarter. In 2025, other operating results totaled R$ 341 million (+R$ 854 million vs 2024).

Recurring Adjusted EBITDA – Total of R$ 1,066 million (+26% vs 4Q24 and +20% vs 3Q25), due to: (i) higher volumes, (ii) better marginsdriven by the recovery of the market amid progress in addressing irregularities, which is essential for a fairer competitive environmentpartially offset by higher expenses. In 2025, recurring Adjusted EBITDA totaled R$ 3,462 million (+4% vs. 2024).

 

R$ million

ULTRAGAZ 

Quarter

Year

4Q25

4Q24

3Q25

4Q25 x 4Q24

4Q25 x 3Q25

2025

2024

2025 x 2024

Total volume (‘000 ton)

426

435

446

-2%

-4%

1,711

1,747

-2%

Bottled

280

282

289

0%

-3%

1,103

1,113

-1%

Bulk

146

154

157

-5%

-7%

608

633

-4%

Net revenues

3,115

3,068

3,209

2%

-3%

12,314

11,288

9%

Cost of products sold

(2,432)

(2,321)

(2,531)

5%

-4%

(9,838)

(8,895)

11%

Gross profit

683

747

678

-9%

1%

2,475

2,393

3%

Selling, general and administrative

(274)

(271)

(270)

1%

1%

(1,054)

(951)

11%

Results from disposal of assets

(46)

3

0

n/a

n/a

(63)

4

n/a

Other operating income (expenses), net

(6)

45

4

-113%

n/a

15

83

-81%

Operating income

357

524

413

-32%

-14%

1,374

1,529

-10%

MTM of energy futures contracts

(46)

(64)

(58)

-28%

-20%

(71)

(64)

n/a

Adjusted EBITDA¹

423

554

463

-24%

-9%

1,721

1,817

-5%

Adjusted EBITDA margin (R$/ton)

992

1,272

1,039

-22%

-5%

1,006

1,040

-3%

Non-recurring²

51

(113)

-  

-145%

n/a

51

(130)

-139%

Recurring Adjusted EBITDA

474

441

463

7%

2%

1,772

1,687

5%

Recurring Adjusted EBITDA margin (R$/ton)

1,112

1,014

1.039

10%

7%

1,036

966

7%

Depreciation and amortization²

113

94

108

21%

5%

418

351

19%

Recurring Adjusted LTM EBITDA

1,772

1,687

1,740

5%

2%

1,772

1,687

5%

Recurring Adjusted LTM EBITDA margin (R$/ton)

1,036

966

1,011

7%

2%

1,036

966

7%

Includes contribution from the result of new energies

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

 

Operational performance – The volume of LPG sold totaled 426 thousand tons in 4Q25 (-2% vs 4Q24), with a 5% decrease in the bulk segment (mainly in the industry segment) and the stability in the bottled segment. Compared to 3Q25, the volume was 4% lower, reflecting seasonality between the periods. In 2025, sales volume reached 1,711 thousand tons (-2% vs 2024).

Net revenues – Total of R$ 3,115 million (+2% vs 4Q24), mainly due to pass-through of inflation and the increased costs of LPG, in addition to higher contribution of the new energy segment, partially offset by the lower volume in the bulk segment. Compared to 3Q25, there was a 3% decrease, reflecting seasonality, partially offset by the improvement in the new energy segment. In 2025, net revenues were R$ 12,314 million (+9% vs 2024).

Cost of goods sold – Total of R$ 2,432 million (+5% vs 4Q24), mainly due to higher LPG costs (impacted by the extraordinary credit of R$ 76 million in 4Q24) and higher costs related to the new energies segment. Compared to 3Q25, COGS decreased by 4%, driven by lower sales volume. Compared to 3Q25, COGS decreased by 4%, due to lower sales volume. In 2025, the cost of goods sold totaled R$ 9,838 million (+11% vs 2024).

4Q25 Graphics

Selling, general and administrative expenses – Total of R$ 274 million (+1% vs 4Q24 and +1% vs 3Q25), reflecting higher expenses with new energy-related services, partially offset by reductions in personnel. In 2025, SG&A totaled R$ 1,054 million (+11% vs 2024).

Result from disposal of assets – Negative result of R$ 46 million (-R$ 49 million vs 4Q24 and -R$ 46 million vs 3Q25), due to the write-off of the investment goodwill (impairment) of Stella, reflecting the expected results. In 2025, the result from disposal of assets was negative by R$ 63 million, a worsening of R$ 67 million compared to 2024.

Other operating results – Negative result of R$ 6 million (-R$ 51 million vs 4Q24, as result of the reversal of the earn-out from the acquisition of Stella). Compared to 3Q25, there was a decrease of R$ 10 million due to contractual adjustments.

Recurring Adjusted EBITDA – Total of R$ 474 million (+7% vs 4Q24 and +2% vs 3Q25), mainly due to the pass-through of inflation and more favorable sales mix, which offset the lower volume pf LPG. For the year, recurring Adjusted EBITDA totaled R$ 1,772 million (+5% vs 2024).

R$ million


ULTRACARGO
 

Quarter

Year 

4Q25

4Q24

3Q25

4Q25 x 4Q24

4Q25 x 3Q25

2025

2024

2025 x 2024

Installed capacity1 (‘000 m³)

1,131

1,067

1,097

6%

3%

1,090

1,067

2%

m³ sold (‘000 m³)

4,074

4,283

3,845

-5%

6%

15,647

17,143

-9%

Net revenues

261

283

243

-8%

8%

1,021

1,076

-5%

Cost of service provided

(120)

(102)

(115)

18%

4%

(443)

(387)

15%

Gross profit

141

181

127

-22%

11%

578

689

-16%

Gross margin (%)

54%

64%

52%

-10.0p.p.

1.6p.p.

57%

64%

-7.5p.p.

Selling, general and administrative

(38)

(52)

(41)

-26%

-8%

(167)

(187)

-11%

Results from disposal of assets

(1)

0

(0)

n/a

n/a

(0)

(0)

n/a

Other operating income (expenses), net

(3)

2

3

n/a

n/a

7

14

-49%

Adjusted EBITDA

144

169

134

-15%

7%

585

668

-12%

Adjusted EBITDA margin (%)

55%

60%

55%

-4.8p.p.

-0.2p.p.

57%

62%

-4.8p.p.

Adjusted EBITDA margin (R$/m³ capacity)

42

53

41

-20%

4%

45

52

-14%

Depreciation and amortization2

45

37

46

22%

-2%

166

151

10%

Adjusted LTM EBITDA

585

668

611

-12%

-4%

585

668

-12%

Adjusted LTM EBITDA margin (%)

57%

62%

59%

-4.8p.p.

-1.3p.p.

57%

62%

-4.8p.p.

 

Monthly average

Includes amortization of fair value adjustments on associates’ acquisition

4Q25 Graphics

Operational performance – The average installed capacity increased by 6% compared to 4Q24, with the addition of (i) 23 thousand m³ in Palmeirante in 3Q25, (ii) 7 thousand m³ in Rondonópolis in 3Q25 and (iii) 34 thousand m³ in Santos in 4Q25, expansions in ramp-up phase. The m3 sold was 5% lower than in 4Q24, reflecting lower demand for storage in fuel imports by our customers, mainly in Itaqui and Santos, partially offset by higher handling in Opla. Compared to 3Q25, the billed volume increased by 6%, highlighting the gradual handling recovery in Santos. In 2025, the total billed volume was 15,647 thousand m³ (-9% vs 2024).

Net revenues – Total of R$ 261 million (-8% vs 4Q24), mainly reflecting the lower volume and less favorable sales mix in 2025. Compared to 3Q25, revenues increased by 8%, mainly due to higher sales volume. In 2025, net revenues were R$ 1,021 million (-5% vs 2024).

Cost of services provided – Total of R$ 120 million (+18% vs 4Q24), with pre-operational and initial costs of new operations, higher personnel expenses due to the period of adjustments of collective bargaining agreements, and higher depreciation expenses due to the completion of expansions. Compared to 3Q25, there was a 4% increase, reflecting higher personnel costs and variable costs due to higher handling. In 2025, cost of services provided totaled R$ 443 million (+15% vs 2024).

Selling, general and administrative expenses – Total of R$ 38 million (-26% vs 4Q24 and -8% vs 3Q25), result of lower personnel expenses (mainly due to lower variable compensation provision, reflecting lower operating result), as well as lower expenses related to expansion projects. In 2025, SG&A totaled R$ 167 million (-11% vs 2024).

Adjusted EBITDA – Total of R$ 144 million (-15% vs 4Q24), mainly reflecting the lower billed volume and higher costs, partially offset by lower expenses. Compared to 3Q25, there was a more positive trend, with a 7% increase, explained by the gradual recovery in demand for storage in fuel imports by our customers.  In 2025, Adjusted EBITDA was R$ 585 million (-12% vs 2024).

R$ million

HIDROVIAS DO BRASIL

Quarter

Year

4Q25

4Q24

3Q25

4Q25 x 4Q24

4Q25 x 3Q25

2025

2024

2025 x 2024

Total volume (thousand ton)

3,593

2,174

5,182

65%

-31%

17,860

14,663

22%

Net Revenue

507

235

705

115%

-28%

2,438

1,656

47%

Net operating revenue

509

265

711

92%

-28%

2,465

1,749

41%

Hedge accounting

(2)

(30)

(6)

-94%

-68%

(27)

(93)

-71%

Operating costs

(278)

(208)

(300)

34%

-7%

(1,128)

(973)

16%

Depreciation and amortization (costs)

(85)

(130)

(83)

-34%

3%

(341)

(371)

-8%

Gross profit

144

(102)

322

n/a%

-55%

968

312

n/a

Gross margin (%)

28%

-43%

46%

72 p.p.

-17 p.p.

40%

19%

21 p.p.

General and administrative

(89)

(57)

(76)

56%

17%

(275)

(256)

7%

Depreciation and amortization (expenses)

(7)

17

(7)

n/a

0%

(31)

(48)

-35%

Results from disposal of assets

(148)

(110)

(23)

35%

n/a%

(253)

(111)

128%

Other operating income (expenses), net

(58)

11

3

n/a

n/a%

(43)

32

n/a

Adjusted EBITDA

(66)

(107)

332

38%

-120%

790

449

76%

Adjusted EBITDA margin (%)

-13%

-40%

47%

27 p.p.

-60 p.p.

32%

26%

6 p.p.

Non-recurring1

226

99

29

n/a

n/a%

335

129

159%

Recurring Adjusted EBITDA

160

(8)

361

n/a

-56%

1,125

578

95%

Recurring adjusted EBITDA margin (%)

31%

-3%

51%

-10 p.p.

-19 p.p.

46%

33%

13 p.p.

Depreciation and amortization

92

114

90

-19%

2%

373

419

-11%

Non-recurring items for 4Q25 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 on its Investor Relations website. The figures were maintained as originally published, reflecting the complete quarterly results.

 

4Q25 Graphics

Operational performance – Total volume handled was 3,593 thousand tons (+65% vs 4Q24), highlighting the normalization of navigation and the resulting recovery of volumes, in addition to operational improvements. Compared to 3Q25, there was a 31% decrease in volume, explained by the seasonality of the period. For the year, the volume handled reached 17,860 thousand tons (+22% vs 2024).

Net revenue (ex-hedge accounting) – Total of R$ 509 million (+92% vs 4Q24), mainly reflecting the higher volume handled and improved tariffs. Compared to 3Q25, there was a 28% decrease, in line with the historical seasonality. In 2025, net revenues totaled R$ 2,465 million (+41% vs 2024).

Cost of services provided – Total of R$ 363 million (+8% vs 4Q24 and -5% vs 3Q25). Excluding depreciation and amortization expenses, they totaled R$ 278 million in 4Q25 (+34% vs 4Q24 and -7% vs 3Q25), mainly reflecting the activity level of the periods compared and the sale of the coastal navigation operation in November 2025. In 2025, costs totaled R$ 1.128 million (+16% vs 2024).

General and administrative expenses – Total of R$ 96 million (+140% vs 4Q24 and +15% vs 3Q25). Excluding depreciation and amortization expenses, they totaled R$ 89 million in 4Q25 (+56% vs 4Q24 and +17% vs 3Q25), mainly due to higher variable compensation provision in line with the progression of results, in addition to one-off expenses with consulting services. In 2025, they totaled R$ 275 million (+7% vs 2024).

Recurring Adjusted EBITDA – Total of R$ 160 million, reverting the negative result of 4Q24, reflecting the larger volume handled, as a result of normal navigation conditions and operational improvements. Compared to 3Q25, there was a 56% reduction, reflecting operational seasonality and the sale of the coastal navigation operation in November 2025. For the year, recurring Adjusted EBITDA reached R$ 1,125 million (+95% vs 2024).

R$ million

ULTRAPARIndebtedness

Quarter

4Q25

4Q24

3Q25

Cash and cash equivalents1

9,408

8,032

6,668

Gross debt1

(20,093)

(14,302)

(17,188)

Leases payable

(1,740)

(1,485)

(1,708)

Derivative financial instruments1

276

-

185

Net debt

(12,148)

(7,756)

(12,043)

Adjusted LTM EBITDA2

7,267

5,539

7,058

Net debt/Adjusted LTM EBITDA2

1.7x

1.4x

1.7x

Trade payables – draft discount for suppliers

(4)

(1,015)

-

Financial liabilities of customers (vendor)

(74)

(180)

(97)

Net debt + draft discount + vendor

(12,227)

(8,950)

(12,140)

Average gross debt duration (years)

3.2

3.2

3.6

Average cost of gross debt

107% DI

110% DI

102% DI

DI +0.9%

DI +1.1%

DI +0.3%

Average cash yield (% DI)3

97%

98%

96%

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 4Q25 includes the effect of Hidrovias’ Adjusted EBITDA for the last 12 months (excluding the effects of impairment and result of coastal navigation) and excludes the effects of share of profit (loss) of subsidiaries, joint ventures and associates recorded at Ultrapar.

3 Disregards funds invested abroad for debt protection.

Ultrapar ended 4Q25 with a net debt of R$ 12,148 million (1.7x Adjusted LTM EBITDA), practically stable compared to the R$ 12,043 million recorded in 3Q25 (1.7x Adjusted LTM EBITDA). The leverage and net debt levels remained unchanged even after the decision to antecipate R$ 1,087 billion in dividends in December. Excluding this effect, leverage would have decreased to 1.5x.

4Q25 Graphics

  

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

 Graphics

 

 Graphics

 

4Q25 Graphics

  

ULTRAPAR - Investments

2025 (Plan)1

2025 (Real)2

2026 (Plan)

Expansion

1,512

1,279

1,110

Ipiranga

688

496

470

Ultragaz

267

240

255

Ultracargo

557

453

306

Hidrovias

-

90

79

Others

-

-

-

Maintenance and others

1,030

1,264

1,507

Ipiranga

678

776

811

Ultragaz

213

200

345

Ultracargo

116

70

128

Hidrovias

-

146

191

Others

23

72

32

Total

2,542

2,542

2,617

Ipiranga

1,366

1,272

1,281

Ultragaz

480

440

600

Ultracargo

673

523

434

Hidrovias

-

235

270

Others

23

72

32

1 The plan announced in February 2025 did not consider Hidrovias.

2 Considers Hidrovias’ CAPEX as of the consolidation in May 2025. 

In 2025, Ultrapar invested R$ 2.5 billion, with 50% allocated to business expansion and 50% to maintenance and other investments.

The total investments made in 2025 remained in line with the previously announced plan, even after including the investments of Hidrovias, which was not included in the initial projection and added R$ 235 million to the total investments in 2025.

Disregarding this effect, total investments in 2025 would have amounted to R$ 2,307 million (vs. R$ 2,542 million in the plan), as a result of ongoing prioritization and optimization efforts, as well as the phasing of certain projects, mainly related to Ultracargo’s terminals and technology at Ipiranga.

Ipiranga invested R$ 1.272 million in 2025, focusing on expanding and maintaining its network of service stations and franchises, strengthening its logistics infrastructure, and investments related to replacing the company’s ERP system. Of the total investments, R$ 584 million refers to additions to fixed and intangible assets, R$ 647 million to contractual assets with clients (exclusivity rights), and R$ 41 million to installments of financing granted to customers and rent advances, net of receipts.

Ultragaz invested R$ 440 million in 2025, mainly focused on capturing new customers, mainly in the bulk segment, expansion of new energy sectors (with a more gradual pace of biomethane expansion, in line with product availability), acquisition and replacement of bottles, and maintenance and safety of existing operations.

Ultracargo invested R$ 523 million in 2025, focusing on the expansion projects at the terminals in Itaqui, Suape, Opla, Santos, and Rondonópolis, as well as investments in operational maintenance and safety.

Hidrovias’ investments focused on modular expansion in the Northern corridor, including the floating crane that will be used at TUP, in addition to investments in asset maintenance and docking of HB Tucunaré in the coastal navigation business.

For 2026, the investment plan totals R$ 2.617 million, in accordance with the market announcement released on March 04.

4Q25 Graphics

Updates on ESG themes

The Ultra Group and its companies reinforced their commitment to transparency, integrity and climate agenda by joining the Carbon Disclosure Project (CDP), one of the world’s leading references in environmental information reporting. In 2025, Ultra Group improved its rating from C to B, reflecting progress in climate governance, risk management, and the quality of reported information.

The subsidiaries also delivered consistent performance: Hidrovias do Brasil maintained a B rating, while Ipiranga, Ultragaz and Ultracargo achieved a B rating in their first participation, demonstrating continuous evolution in reporting processes and the strengthening of climate management across all Group companies.

Ipiranga was recognized by Childhood Brasil for its initiatives to prevent the abuse and sexual exploitation of children and adolescents on Brazilian highways. Through the “Mover” Excellence Program, the company has intensified awareness efforts with partner transporters, suppliers and employees, expanding the reach and effectiveness of child protection measures.

The company also reaffirmed its position as a benchmark in human capital: for the second consecutive year, it ranked first place in the Energy sector of the Merco Talento award and was ranked 15th overall among the country’s top100 companies.

Ultracargo received the Diamond Seal of the Sustainability Pact in November, awarded by the Ministry of Ports and Airports—recognition granted to organizations that demonstrate excellence in measuring, monitoring, and continuously improving their ESG impacts.

For the fourth consecutive year, the company also received the Ocean-Friendly Terminal Seal, at the Port of Suape, highlighting initiatives focused on marine conservation and alignment with the Oceans Decade and Agenda 2030, particulary on SDG 14 – Life on Water.

Hidrovias was recognized, for the second consecutive cycle, with the Integrity Seal 2025–2027, granted in Paraguay, a certification that reaffirms the adoption of ethical, transparent and responsible practices.

R$ million

ULTRAPAR Capital markets

Quarter

Year

4Q25

4Q24

3Q25

2025

2024

Final number of shares (‘000 shares)

1,115,850

1,115,440

1,115,850

1,115,850

1,115,440

Market cap¹ (R$ million)

23,321

17,713

24,515

23,321

17,713

B3

 

 

 

 

 

Average daily trading volume (‘000 shares)

7,412

5,898

5,302

6,303

5,234

Average daily financial volume (R$ thousand)

159,386

111,271

97,953

116,711

123,249

Average share price (R$/share)

21.50

18.86

18.47

18.52

23.55

NYSE

 

 

 

 

 

Quantity of ADRs² (‘000 ADRs)

70,253

65,758

70,253

70,253

65,758

Average daily trading volume (‘000 ADRs)

1,989

2,159

1,898

1,888

1,539

Average daily financial volume (US$ thousand)

7,885

6,953

6,464

6,328

6,664

Average share (US$/ADRs)

3.97

3.22

3.41

3.35

4.33

Total

 

 

 

 

 

Average daily trading volume (‘000 shares)

9,401

8,057

7,200

8,190

6,773

Average daily financial volume (R$ thousand)

201,847

151,999

133,139

151,796

158,992

 

1 Calculated on the closing share price for the period

2 1 ADR = 1 commom share


4Q25 Graphics


The average daily trading volume of Ultrapar’s shares, considering B3 and NYSE, was R$ 152 million/day in 2025 (-5% vs 2024). Ultrapar’s shares closed 2025 at R$ 20.90 on B3, up 32% in the year, while Ibovespa index appreciated by 34%. On the NYSE, Ultrapar’s shares rose 43%, while the Dow Jones index appreciated by 14% in the year. Ultrapar ended 2025 with a market cap of R$ 23 billion.

UGPA3 x Ibovespa performance

(Base 100)

Graphics

 

Source: Broadcast

 

4Q25 Conference call

Ultrapar will host a conference call with analysts and investors on March 5, 2026 to comment on the Company’s performance in the fourth quarter of 2025. 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

4Q25 Graphics


R$ million

ULTRAPAR Balance sheet 

Dec 25


Dec 24


Sep 25

Sep 25

Continued

Sep 25

Discontinued

 

 


 


 

 

 

ASSETS

 


 


 

 

 

Cash and cash equivalents

3,175


2,072


2,550

2,534

16

Financial investments

3,852


2,553


1,491

1,490

1

Derivative instruments¹

127


-


181

181

-

Trade receivables and reseller financing

4,277


4,052


4,270

4,212

57

Trade receivables - sale of subsidiaries

-


-


-

-

-

Inventories

4,244


3,917


3,843

3,824

19

Recoverable taxes

2,003


2,192


2,024

1,992

31

Energy trading futures contracts

371


141


236

236

-

Prepaid expenses

165


164


166

166

-

Contractual assets with customers – exclusive rights

666


659


663

663

-

Others

295


298


317

289

28

Assets held for sale

-


-


-

709

-

Total current assets

19,176


16,048


15,741

16,297

153

Financial Investments and other financial assets

2,382


3,407


2,628

2,609

19

Derivative instruments¹

773


-


655

655

-

Trade receivables and reseller financing

834


793


797

797

-

Deferred income and social contribution taxes

1,007


937


925

849

77

Recoverable taxes

4,064


2,996


3,924

3,924

0

Energy trading futures contracts

724


263


424

424

-

Escrow deposits

472


446


503

481

22

Prepaid expenses

81


41


57

57

-

Contractual assets with customers - exclusive rights

1,519


1,473


1,473

1,473

-

Related parties

105


48


91

91

-

Other receivables

278


241


415

406

9

Investments in subsidiaries, joint ventures and associates

521


2,149


397

506

(109)

Right-of-use assets

1,929


1,671


1,927

1,927

-

Property, plant and equipment

12,167


7,136


12,205

11,829

376

Intangible assets

3,316


1,908


3,402

3,239

163

Total non-current assets

30,173


23,510


29,824

29,268

556

Total assets

49,349


39,558


45,565

45,565

709

Liabilities

 


 


 

 

 

Trade payables

4,643


3,518


3,429

3,413

16

Trade payables - draft discount for suppliers

4


1,015


-

-

-

Loans, financing and debentures

4,251


3,553


2,705

2,642

63

Derivative instruments¹

246


-


206

206

-

Salaries and related charges

577


480


549

544

5

Taxes payable

596


473


543

524

19

Leases payable

344


316


336

336

-

Energy trading futures contracts

303


67


175

175

-

Financial liabilities of customers (vendor)

63


117


76

76

-

Dividends payable

23


327


17

17

-

Others

797


626


535

535

-

Liabilities held for sale

-


-


-

442

-

Total current liabilities

11,847


10,493


8,570

8,910

102

Loans, financing and debentures

15,842


10,749


14,483

14,143

340

Derivative instruments¹

335


-


376

376

-

Energy trading futures contracts

431


48


170

170

-

Provision for tax, civil and labor risks

485


611


628

628

-

Post-employment benefits

197


199


213

213

-

Leases payable

1,396


1,169


1,371

1,371

-

Financial liabilities of customers (vendor)

11


63


21

21

-

Others

1,074


403


1,065

1,065

-

Total non-current liabilities

19,771


13,241


18,328

17,988

340

Total liabilities

31,618


23,734


26,898

26,898

442

EQUITY

 


 


 

 

 

Share capital

7,987


6,622


7,987

7,987

-

Reserves

8,283


8,603


7,243

7,243

-

Treasury shares

(823)


(596)


(827)

(827)

-

Others

219


531


1,985

1,985

-

Non-controlling interests in subsidiaries

2,064


665


2,279

2,279

-

Total equity

17,731


15,823


18,667

18,667

-

Total liabilities and Equity

49,349


39,558


45,565

45,565

442

 

 


 


 

 

 

Cash and cash equivalents¹

9,408


8,032


6,668

 

 

Gross debt¹

(20,093)


(14,302)


(17,188)

 

 

Derivative financial instruments¹

276


-


185

 

 

Leases Payable

(1,740)


(1,485)


(1,708)

 

 

Net Debt

(12,148)


(7,756)


(12,043)

 

 

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

 

4Q25 Graphics


R$ million

ULTRAPAR Income statement

4Q25

Continued op.

Discontinued op

 

4Q24

 

3Q25

Continued op. 

Discontinued op.

 

2025

 

2024

 

 

 

 

Net revenues from sales and services

37,973

37,951

21

 

35,401

 

37,088

37,034

54

 

142,478

 

133,499

Cost of products sold and services provided

(35,372)

(35,359)

(13)

 

(32,166)

 

(34.588)

(34.556)

(31)

 

(133,080)

 

(123,812)

Gross Profit

2,600

2,592

8

 

3,236

 

2.501

2.478

23

 

9,398

 

9,687

Operating revenues (expenses)

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

(664)

(664)

-

 

(615)

 

(604)

(604)

-

 

(2,518)

 

(2,500)

General and administrative

(622)

(622)

1

 

(497)

 

(571)

(569)

(2)

 

(2,252)

 

(1,872)

Results from disposal of assets

(100)

66

(165)

 

66

 

(16)

13

(29)

 

(138)

 

172

Other operating income (expenses), net

(131)

(132)

2

 

(77)

 

127

124

3

 

363

 

(414)

Operating income

1,084

1,239

(154)

 

2,113

 

1.437

1.441

(5)

 

4,852

 

5,073

Financial Results

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial income

387

386

1

 

219

 

375

373

2

 

1,586

 

881

Financial expenses

(943)

(941)

(1)

 

(555)

 

(777)

(774)

(2)

 

(2,754)

 

(1,813)

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

 

 

 

 

 

 

 

 

 

 

 

 

 

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

(40)

(40)

-

 

(120)

 

(8)

(8)

-

 

(156)

 

(127)

Amortization of fair value adjustments on associates acquisition

(0)

(0)

-

 

(0)

 

(0)

(0)

-

 

(2)

 

(2)

Gain (loss) on obtaining control of an affiliate

-

-

-

 

-

 

-

-

-

 

91

 

-

Income before taxes and social contribution taxes

488

643

(155)

 

1,657

 

1,027

1,032

(5)

 

3,618

 

4,012

Income and social contribution taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

(329)

(331)

2

 

(364)

 

(252)

(253)

1

 

(1,049)

 

(1,125)

Deferred

96

127

(30)

 

(412)

 

(3)

(5)

2

 

(27)

 

(361)

Net income

256

439

(183)

 

881

 

772

775

(2)

 

2,542

 

2,526

Net income attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders of Ultrapar

323

323

-

 

842

 

709

709

-

 

2,454

 

2,363

Non-controlling interests in subsidiaries

(68)

(68)

-

 

39

 

63

63

-

 

88

 

163

Adjusted EBITDA

1,562

1,715

(152)

 

2,379

 

1,946

1,945

1

 

6,767

 

6,610

Non-recurring¹

182

(44)

226

 

(1,096)

 

(164)

(193)

29

 

(588)

 

(1,233)

Recurring Adjusted EBITDA

1,745

1,671

74

 

1,284

 

1,783

1,753

30

 

6,179

 

5,377

Depreciation and amortization²

563

563

-

 

452

 

570

570

-

 

2.041

 

1.731

Total invesments³

826

826

-

 

776

 

756

740

16

 

2.542

 

2.213

MTM of energy futures contracts

(46)

(46)

-

 

(64)

 

(58)

(58)

-

 

(71)

 

(64)

Cash flow hedge

2

-

2

 

-

 

6

-

6

 

12

 

-

Ratios

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share (R$)

0.30

 

 

 

0.76

 

0.65

 

 

 

1.6

 

1.38

Net debt / Adjusted LTM EBITDA4

1.7x

 

 

 

1.4x

 

1.7x

 

 

 

1.7x

 

1.4x

Gross margin (%)

6.8%

 

 

 

9.1%

 

6.7%

 

 

 

6.6%

 

7.3%

Operating margin (%)

2.9%

 

 

 

6.0%

 

3.9%

 

 

 

3.4%

 

3.8%

Adjusted EBITDA margin (%)

4.1%

 

 

 

6.7%

 

5.2%

 

 

 

4.7%

 

5.0%

Recurring Adjusted EBITDA margin (%)

4.6%

 

 

 

3.6%

 

4.8%

 

 

 

4.3%

 

4.0%

Number of employees

11,302



 

9,558

 

10,947

 

 

 

11,302

 

9,558

 

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.

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.


4Q25 Graphics


R$ million  

ULTRAPAR Cash flows

Quarter

Year

4Q25

2025

2024

Cash flows from operating activities

 

 

 

Net income

439

2,748

2,526

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

41

158

130

Amortization of contractual assets with customers - exclusive rights

130

470

555

Amortization of right-of-use assets

100

367

312

Depreciation and amortization

335

1,219

901

Interest and foreign exchange rate variations

798

1,473

1,558

Current and deferred income and social contribution taxes

204

1,064

1,486

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

(66)

(110)

(207)

Equity instrument granted

19

41

57

Fair Value Result of Energy Contracts

(46)

(71)

(64)

Provision for decarbonization - CBios

64

371

584

Reavaliation of investment in associates

-

(91)

-

Provisões para riscos tributários, cíveis e trabalhistas

(46)

(104)

  (5)

Other provisions and adjustments

(35)

(18)

(11)

Cash flow from operating acrivities before changes in working capital

1,937

7,515

7,821

(Increase) decrease in assets

 

 

 

Trade receivables and reseller financing

(69)

(186)

180

Inventories

(419)

(151)

371

Recoverable taxes

(87)

(171)

  (585)

Dividends received from subsidiaries, associates and joint ventures

(0)

11

  2

Other assets

129

168

  (115)

Increase (decrease) in liabilities

 

 

 

Trade payables and trade payables - draft discount for suppliers

1,223

(32)

  (1,210)

Salaries and related charges

30

48

(17)

Taxes payable

6

9

(24)

Income and social contribution taxes payable

(217)

(949)

(1,057) 

Other liabilities

178

190

  (160)

Acquisition of CBios and carbon credits

(47)

(371)

  (713)

Payments of contractual assets with customers - exclusive rights

(171)

(456)

  (418)

Payment of contingencies

(58)

(79)

(31)

Income and social contribution taxes paid

(55)

(124)

  (309)

Net cash provided (consumed) by operating activities

2,378

5,422

3,736

Net cash generated (consumed) by discontinued operating activities

3

30

-

Net cash generated (consumed) by operating activities

2,382

5,453

3,736

Cash flows from investing activities

 

 

 

Financial investments, net of redemptions

  (2,159)

  (1,511)

  (4,202)

Acquisition of property, plant and equipment and intangible assets

  (670)

  (2.005)

  (1,787)

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

318

429

1,386

Capital decrease in subsidiaries, associates and joint ventures

-

 

 

Net cash consumed in the purchase of investments and other assets

  (320)

  (937)

  (1,786)

Net cash consumed in the purchase of investments and other assets

41

1.214

1

Net cash provided (consumed) by investing continued activities

  (2,790)

  (2,811)

  (6,388)

Net cash provided (consumed) by investing discontinued activities

(13)

(35)

-

Net cash provided (consumed) by investing activities

  (2,803)

  (2,846)

  (6,388)

Cash flows from financing activities

 

 

 

Loans, financing and debentures

 

 

 

Proceeds

3,709

8,669

4,180

Repayments

  (612)

  (5,134)

  (2,719)

Interest and derivatives (paid) or received

  (637)

  (1,899)

  (1,118)

Payments of leases

  (114)

  (481)

  (433)

Dividends paid

  (1,274)

  (2,172)

  (834)

Payments of financial liabilities of customers

(25)

  (123)

  (160)

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

-

(12)

14

Share buyback for treasury

  (0) 

  (267)

  (149)

Related parties

(11)

(44)

(15)

Net cash provided (consumed) by financing continued activities

1,036

(1,463)

  (1,234)

Net cash provided (consumed) by financing discontinued activities

(6)

(7)

-

Net cash provided (consumed) by financing activities

1,030

(1,470)

  (1,234)

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

17

(45)

32

Increase (decrease) in cash and cash equivalents continued activities

641

1,104

  (3,854)

Increase (decrease) in cash and cash equivalents discontinued activities

(16)

(11)

-

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

2,534

2,072

5,926

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

16

11

-

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

3,175

3,175

2,072

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

-

-

-

Non-cash transactions

 

 

 

Addition on right-to-use assets and leases payable

121

401

342

Addition on contractual assets with customers - exclusive rights

  8

67

6

Reclassification between financial assets and investment in associates

-

-

645

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

-

-

6

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

(1) 

23

42

 

4Q25 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

Dec 25

Dec 24

Sep 25

Operating assets

 

 

 

Trade receivables and reseller financing

4,290

4,187

4,200

Inventories

3,883

3,702

3,421

Taxes

5,261

4,468

5,159

Recoverable income and social contribution taxes

379

392

335

Judicial deposits

327

322

336

Deferred income and social contribution taxes

591

639

549

Others

441

541

500

Contractual assets with customers - exclusive rights

2,185

2,132

2,136

Right-of-use assets (leases)

827

912

838

Investments

103

146

125

Property, plant and equipment

3,429

3,282

3,324

Intangible

1,278

1,017

1,113

Total operating assets

22,993

21,740

22,037

Operating liabilities

 

 

 

Trade payables and draft discount for suppliers

4,069

4,101

2,896

Salaries and related charges

286

265

233

Post-employment benefits

211

217

230

Taxes

135

112

128

Income and social contribution taxes payable

212

273

158

Deferred income and social contribution taxes

4

1

  3

Provisions for tax, civil, and labor risks

341

417

438

Leases payable

692

741

688

Financial liabilities of customers (vendor)

  74

180

97

Provision for decarbonization credit

(0)

-

  (0)

Others

682

591

520

Total operating liabilities

6,706

6,897

5,390

 

 

 

Number of service stations

5,805

5,860

5,812

Number of employees

4,499

4,512

4,059








 



4Q25 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

Dec 25

Dec 24

Sep 25

Operating Assets

 

 

 

Trade receivables

673

633

658

Inventories

204

202

239

Taxes

126

219

152

Recoverable income and social contribution taxes

27

34

25

Judicial deposits

47

101

49

Deferred income and social contribution taxes

128

104

89

Others

91

121

122

Right-of-use assets (leases)

187

152

179

Investments

4

1

5

Property, plant and equipment, net

1,667

1,566

1,601

Intangible assets, net

275

334

325

Total Operating Assets

3,428

3,467

3,443

Operating Liabilities

 

 

 

Trade payables

280

282

270

Salaries and related charges

126

121

150

Taxes

21

17

23

Income and social contribution taxes payable

95

17

88

Deferred income and social contribution taxes

119

-

121

Provisions for tax, civil, and labor risks

16

14

16

Leases payable

223

189

215

Others

130

324

136

Total Operating Liabilities

1,011

965

1,021

 

 

 

Number of employees

3,694

3,711

3,682

 


4Q25 Graphics


R$ million

ULTRACARGO Employed capital

Dec 25

Dec 24

Sep 25

Operating Assets

 

 

 

Trade receivables

  49

  47

  41

Inventories

  13

  13

  13

Taxes

2

2

0

Recoverable income and social contribution taxes

  34

  47

  31

Judicial deposits

9

9

9

Deferred income and social contribution taxes

  34

  34

  25

Others

  25

  29

  22

Right-of-use assets (leases)

621

600

618

Investments

239

216

238

Property, plant and equipment, net

2,596

2,210

2,503

Intangible assets, net

286

284

286

Total Operating Assets

3,907

3,491

3,787

Operating Liabilities

 

 

 

Trade payables

104

134

  81

Salaries and related charges

  42

  49

  41

Taxes

  16

  19

  17

Income and social contribution taxes payable

  14

  31

  14

Deferred income and social contribution taxes

(0)

-

0

Provisions for tax, civil, and labor risks

  12

  28

  12

Leases payable

571

546

560

Others

  24

  29

  24

Total Operating Liabilities

782

837

749

 

 

 

Number of employees

859

843

853

 



4Q25 Graphics


The balances of Hidrovias consider the effects of the business combination, including the fair value adjustments and capital loss of assets and liabilities, and thus differ from the information disclosed by Hidrovias to the market.

 

R$ million

HIDROVIAS Employed capital

Dec 25

Sep 25

Operating Assets

 

 

Trade receivables

101

170

Inventories

144

170

Taxes

10

21

Recoverable income and social contribution taxes

187

204

Judicial deposits

73

94

Deferred income and social contribution taxes

74

107

Others

217

263

Right-of-use assets (leases)

289

286

Investments

136

25

Property, plant and equipment, net

4,341

4,646

Intangible assets, net

1,201

1,406

Total Operating Assets

6,772

7,391

Operating Liabilities

 

 

Trade payables

140

121

Salaries and related charges

75

82

Taxes

64

77

Income and social contribution taxes payable

31

35

Deferred income and social contribution taxes

515

508

Provisions for tax, civil, and labor risks

33

93

Leases payable

247

237

Others¹

243

149

Total Operating Liabilities

1,347

1,303

 

 

 

Number of employees

1,732

1,842

 

ULTRAPAR PARTICIPAÇÕES S.A.

 

Publicly Traded Company

 

CNPJ Nr. 33.256.439/0001-39

NIRE 35.300.109.724

 

 

Date, Hour and Place:

March 4th, 2026, at 10:00 a.m., at the Company’s 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) Secretary of the Board of Directors, Ms. Denize Sampaio Bicudo; (iii) Chief Executive Officer, Mr. Rodrigo de Almeida Pizzinatto; (iv) Chief Financial and Investor Relations Officer, Mr. Alexandre Mendes Palhares; and (v) in relation to item 1, other executive officers of the Company, namely, Mrs. Décio de Sampaio Amaral, Fulvius Tomelin, Leonardo Remião Linden and Tabajara Bertelli Costa 

 

Matters discussed and resolutions:

 

  1. After being examined and discussed, the members of the Board of Directors approved the financial statements of the Company, including the balance sheet and the management report for the fiscal year ended on December 31, 2025, as well as the allocation of the net income for the year and the distribution of dividends, supported by the independent auditors’ report, and recommended their approval by the Annual General Shareholders’ Meeting.
  2. The Board of Directors approved, ad referendum to the Annual General Shareholders’ Meeting, the following destination of the net income for the year ended on December 31, 2025, in the amount of R$ 2,453,854,009.26 (two billion, four hundred fifty-three million, eight hundred fifty-four, thousand nine Reais and twenty-six cents of Real), as described below:

 

(i)R$ 122,692,700.46 (one hundred twentytwo million, six hundred ninetytwo thousand, seven hundred Reais and fortysix cents of Real) will be allocated to the legal reserve;

(ii)R$ 917,848,348.20 (nine hundred seventeen million, eight hundred fortyeight thousand, three hundred fortyeight Reais and twenty cents of Real) will be allocated to the statutory reserve for investments; and

(iii)R$ 1,413,312,960.60 (one billion, four hundred thirteen million, three hundred twelve thousand, nine hundred sixty Reais and sixty cents of Real) were allocated for the payment of dividends to the holders of common shares, it being certain that the shareholders received R$ 1.26658 per share, of which (i) R$ 326,005,092.60 (three hundred twentysix million, five thousand, ninetytwo Reais and sixty cents of Real) were paid as interim dividends pursuant to a resolution of this Board of Directors dated August 13, 2025; and (ii) R$ 1,087,307,868.00 (one billion, eightyseven million, three hundred seven thousand, eight hundred sixtyeight Reais) were paid as interim dividends pursuant to a resolution of this Board of Directors dated December 1st, 2025.

 

  

3. The members of the Board of Directors were updated on the proposals that will be submitted for shareholders’ approval upon the calling of the Annual General and Extraordinary Shareholders’ Meeting and manifested positively to these proposals.

 

4. The members of the Board of Directors approved the calling of the Annual General and Extraordinary Shareholders’ Meeting, that shall be held on April 15, 2026.

 

5. The members of the Board of Directors were updated on the annual report of the Audit and Risks Committee, as well as its recommendations to the Board of Directors.

  

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 LUTZChairman

 

 

JORGE MARQUES DE TOLEDO CAMARGOVice-Chairman

 

 

FABIO VENTURELLI


 

FRANCISCO DE SÁ NETO

 


FLÁVIA BUARQUE DE ALMEIDA

 

 

JOSÉ MAURICIO PEREIRA COELHO

 

 

MARCELO FARIA DE LIMA

 

 

PETER PAUL LORENÇO ESTERMANN

 

 

VÂNIA MARIA LIMA NEVES

 

 

DENIZE SAMPAIO BICUDOSecretary of the Board of Directors

 

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: March 4, 2026                                          


ULTRAPAR HOLDINGS INC.

By: /s/ Alexandre Mendes Palhares

Name: Alexandre Mendes Palhares

Title: Chief Financial and Investor Relations Officer