Foreign Filer Report • Nov 12, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report o f Foreign Private Issuer
Pursuant t o Rule 13a-16 Or 15d-16 Of
The Securities Exchange Act Of 1934
For the month of November 20 25
Commission File Number: 001-14950
ULTRAPAR HOLDINGS INC.
(Translation of Registrant’s Name into English)
Brigadeiro Luis Antonio Avenue , 1343, 9 th 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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Table of Contents
ULTRAPAR HOLDINGS INC.
TABLE OF CONTENTS
ITEM
| 1. | Individual and Consolidated Interim Financial Information as of and for the Quarter Ended September 30, 2025 and Report on Review of Interim Financial Information |
|---|---|
| 2. | 3Q25 Earnings Release |
| 3. | Minutes of the Meeting of the Board of Directors of Ultrapar Participações S.A., held on November 12, 2025 |
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Ultrapar Participações S.A. and Subsidiaries
| Table of Content | |
|---|---|
| Statements of financial position | 8 |
| Statements | |
| of income | 10 |
| Statements of | |
| comprehensive income | 11 |
| Statements | |
| of changes in equity | 12 |
| Statements | |
| of cash flows - indirect method | 14 |
| Statements | |
| of value added | 15 |
| 1. Operations | 16 |
| 2. Basis of preparation and presentation of individual and consolidated interim financial information | 16 |
| 3. New accounting policies and changes in accounting policies | 20 |
| 4. Cash and cash equivalents and financial investments | 20 |
| 5. Trade receivables and reseller financing (Consolidated) | 21 |
| 6. Inventories (Consolidated) | 23 |
| 7. Recoverable taxes (Consolidated) | 24 |
| 8. Related parties | 25 |
| 9. Income and social contribution taxes | 28 |
| 10. Contractual assets with customers - exclusivity rights (Consolidated) | 29 |
| 11. Investments in subsidiaries, joint ventures and associates | 30 |
| 12. Right-of-use assets and leases payable (Consolidated) | 34 |
| 13. Property, plant, and equipment (Consolidated) | 35 |
| 14. Intangible assets (consolidated) | 36 |
| 15. Loans, financing and debentures | 38 |
| 16. Trade payables (consolidated) | 42 |
| 17. Employee benefits and private pension plan (Consolidated) | 42 |
| 18. Provisions and contingent liabilities (Consolidated) | 42 |
| 19. Subscription warrants – indemnification | 45 |
| 20. Equity | 46 |
| 21. Net revenue from sales and services (Consolidated) | 47 |
| 22. Costs, expenses and other operating results by nature | 47 |
| 23. Financial result | 49 |
| 24. Earnings per share (Parent and Consolidated) | 50 |
| 25. Segment information | 51 |
| 26. Financial instruments (Consolidated) | 55 |
| 27. Acquisition of Interest and Control | 66 |
| 28. Discontinued operation | 66 |
| 29. Events after the reporting period | 73 |
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(Convenience Translation into English from the Original Previously Issued in Portuguese)
Ultrapar Participacoes S.A.
Report on Review of Interim Financial Information for Period Of Three And Nine Months Ended on September 30, 2025
Deloitte Touche Tohmatsu Auditores Independentes Ltda.
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Deloitte Touche Tohmatsu Av. Dr. Chucri Zaidan, 1.240 - 4 o ao 12 o andares - Golden Tower 04711-130 - São Paulo - SP Brazil Tel.: + 55 (11) 5186-1000 Fax: + 55 (11) 5181-2911 www.deloitte.com.br
(Convenience Translation into English from the Original Previously Issued in Portuguese)
REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION
To the Shareholders, Board of Directors and Management of Ultrapar Participações S.A.
Introduction
We have reviewed the accompanying individual and consolidated interim financial information of Ultrapar Participações S.A. (“Company”), identified as Parent and Consolidated, respectively, included in the Interim Financial Information Form (ITR), for the quarter ended September 30, 2025, which comprises the statements of financial position as at September 30, 2025 and the related statements of income and comprehensive income for the three and nine-month periods then ended, and of changes in equity and of cash flows for the nine-month period then ended, including the explanatory notes.
Management is responsible for the preparation of this individual and consolidated interim financial information in accordance with technical pronouncement CPC 21(R1) and international standard IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), as well as for the presentation of such information in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM), applicable to the preparation of Interim Financial Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.
Scope of review
We conducted our review in accordance with Brazilian and international standards on review of interim financial information (NBC TR 2410 and ISRE 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the standards on auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion on the individual and consolidated interim financial information
Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual and consolidated interim financial information has not been prepared, in all material respects, in accordance with technical pronouncement CPC 21 (R1) and international standard IAS 34 applicable to the preparation of ITR and presented in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM).
Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited (DTTL), its global network of member firms, and their related entities (collectively, the “Deloitte organization”). DTTL (also referred to as “Deloitte Global”) and each of its member firms and related entities are legally separate and independent entities, which cannot obligate or bind each other in respect of third parties. DTTL and each DTTL member firm and related entity is liable only for its own acts and omissions, and not those of each other. DTTL does not provide services to clients. Please see www.deloitte.com/about to learn more. Deloitte provides leading professional services to nearly 90% of the Fortune Global 500® and thousands of private companies. Our people deliver measurable and lasting results that help reinforce public trust in capital markets and enable clients to transform and thrive. Building on its 180-year history, Deloitte spans more than 150 countries and territories. Learn how Deloitte’s approximately 460,000 people worldwide make an impact that matters at www.deloitte.com . © 2025. For information, contact Deloitte Global.
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Other matters
Statements of value added
The interim financial information referred to above includes the individual and consolidated statements of value added (DVA) for the nine-month period ended September 30, 2025, prepared under the responsibility of the Company’s Management, and presented as supplemental information for international standard IAS 34 purposes. These statements were subject to the review procedures performed together with the review of the ITR to reach a conclusion on whether they are reconciled with the interim financial information and the accounting records, as applicable, and if their form and content are consistent with the criteria set forth in technical pronouncement CPC 09 (R1) - Statement of Value Added. Based on our review, nothing has come to our attention that causes us to believe that these statements of value added were not prepared, in all material respects, in accordance with the criteria defined in such standard and consistently with the individual and consolidated interim financial information taken as a whole.
The accompanying interim financial information has been translated into English for the convenience of readers outside Brazil.
São Paulo, November 12, 2025
| DELOITTE TOUCHE TOHMATSU | Daniel Corrêa de Sá |
|---|---|
| Auditores Independentes Ltda . | Engagement Partner |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Statements of financial position |
| As of September 30, 2025 and December 31, 2024 |
| (In thousands of Brazilian Reais) |
| Note | Parent — 09/30/2025 | 12/31/2024 | Consolidated — 09/30/2025 | 12/31/2024 | |
|---|---|---|---|---|---|
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 4.a | 8,909 | 4,186 | 2,534,050 | 2,071,593 |
| Financial investments | 4.b | 16,580 | 20,100 | 1,489,624 | 2,306,927 |
| Derivative financial instruments | 26.f | ‐ | ‐ | 180,981 | 246,084 |
| Trade receivables | 5.a | ‐ | ‐ | 3,696,699 | 3,540,266 |
| Reseller financing | 5.a | ‐ | ‐ | 515,715 | 511,979 |
| Inventories | 6 | ‐ | ‐ | 3,824,082 | 3,917,076 |
| Recoverable taxes | 7.a | 1,514 | 1,323 | 1,713,727 | 2,040,008 |
| Recoverable income and social contribution taxes | 7.b | 11,870 | 16,734 | 278,579 | 151,930 |
| Energy trading futures contracts | 26.h | ‐ | ‐ | 236,026 | 141,257 |
| Dividends receivable | 46,079 | ‐ | 877 | 3,415 | |
| Other receivables and other assets | 95,779 | 95,859 | 288,340 | 294,769 | |
| Prepaid expenses | 7,647 | 5,506 | 166,317 | 163,846 | |
| Contractual assets with customers - exclusivity rights | 10 | ‐ | ‐ | 662,929 | 658,571 |
| 188,378 | 143,708 | 15,587,946 | 16,047,721 | ||
| Assets held for sale | 28 | 146,803 | ‐ | 709,086 | ‐ |
| Total current assets | 335,181 | 143,708 | 16,297,032 | 16,047,721 | |
| Non-current assets | |||||
| Financial investments | 4.b | 355,000 | 300,001 | 2,609,230 | 2,819,179 |
| Derivative financial instruments | 26.f | ‐ | ‐ | 655,149 | 585,294 |
| Trade receivables | 5.a | ‐ | ‐ | 35,428 | 27,003 |
| Reseller financing | 5.a | ‐ | ‐ | 762,038 | 766,045 |
| Related parties | 8 | 7,518 | 7,076 | 91,394 | 48,309 |
| Deferred income and social contribution taxes | 9.a | 138,930 | 142,630 | 848,627 | 936,941 |
| Recoverable taxes | 7.a | 74 | 74 | 3,613,722 | 2,650,269 |
| Recoverable income and social contribution taxes | 7.b | 7,196 | 7,196 | 310,233 | 346,137 |
| Energy trading futures contracts | 26.h | ‐ | ‐ | 423,863 | 263,438 |
| Escrow deposits | 18.a | 13,931 | 12,615 | 480,550 | 446,076 |
| Indemnification asset - business combination | 18.c | ‐ | ‐ | 150,804 | 126,098 |
| Other receivables and other assets | 5,215 | 2,607 | 255,317 | 117,076 | |
| Prepaid expenses | 19,249 | 18,989 | 56,886 | 40,904 | |
| Contractual assets with customers - exclusivity rights | 10 | ‐ | ‐ | 1,473,393 | 1,473,331 |
| Investments in subsidiaries, joint ventures and associates | 11 | 15,590,398 | 14,898,466 | 505,651 | 2,148,633 |
| Right-of-use assets, net | 12 | 6,524 | 7,664 | 1,927,044 | 1,671,324 |
| Property, plant and equipment, net | 13 | 64,303 | 68,447 | 11,828,944 | 7,135,966 |
| Intangible assets, net | 14 | 271,645 | 273,674 | 3,239,365 | 1,908,330 |
| Total non-current assets | 16,479,983 | 15,739,439 | 29,267,638 | 23,510,353 | |
| Total assets | 16,815,164 | 15,883,147 | 45,564,670 | 39,558,074 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Statements of financial position |
| As of September 30, 2025 and December 31, 2024 |
| (In thousands of Brazilian Reais) |
| Note | Parent — 09/30/2025 | 12/31/2024 | Consolidated — 09/30/2025 | 12/31/2024 | |
|---|---|---|---|---|---|
| Liabilities | |||||
| Current liabilities | |||||
| Trade payables | 16.a | 29,285 | 25,423 | 3,413,134 | 3,518,385 |
| Trade payables - reverse factoring | 16.b | ‐ | ‐ | ‐ | 1,014,504 |
| Loans, financing and debentures | 15 | ‐ | ‐ | 2,642,037 | 3,478,673 |
| Derivative financial instruments | 26.f | ‐ | ‐ | 205,539 | 74,087 |
| Salaries and related charges | 41,910 | 44,191 | 544,201 | 480,285 | |
| Taxes payable | 622 | 903 | 231,343 | 151,230 | |
| Energy trading futures contracts | 26.h | ‐ | ‐ | 174,690 | 66,729 |
| Dividends payable | 15,725 | 293,165 | 17,187 | 327,471 | |
| Income and social contribution taxes payable | 655 | 175 | 292,156 | 322,074 | |
| Post-employment benefits | 17.a | ‐ | ‐ | 24,098 | 24,098 |
| Provisions for tax, civil and labor risks | 18.a | 305 | 431 | 66,818 | 47,788 |
| Leases payable | 12.b | 3,170 | 3,012 | 336,447 | 316,460 |
| Financial liabilities of customers | ‐ | ‐ | 76,100 | 117,090 | |
| Other payables | 449 | 2,069 | 443,779 | 554,327 | |
| 92,121 | 369,369 | 8,467,529 | 10,493,201 | ||
| Liabilities held for sale | 28 | ‐ | ‐ | 442,358 | ‐ |
| Total current liabilities | 92,121 | 369,369 | 8,909,887 | 10,493,201 | |
| Non-current liabilities | |||||
| Loans, financing and debentures | 15 | ‐ | ‐ | 14,143,403 | 10,381,837 |
| Derivative financial instruments | 26.f | ‐ | ‐ | 376,450 | 367,513 |
| Energy trading futures contracts | 26.h | ‐ | ‐ | 170,398 | 48,047 |
| Related parties | 8 | 2,875 | 2,875 | 2,875 | 3,516 |
| Deferred income and social contribution taxes | 9.a | ‐ | ‐ | 631,487 | 132,825 |
| Post-employment benefits | 17.a | 1,776 | 1,517 | 212,529 | 198,778 |
| Provisions for tax, civil and labor risks | 18.a | 134,462 | 197,396 | 628,051 | 610,572 |
| Leases payable | 12.b | 4,383 | 5,698 | 1,371,429 | 1,168,692 |
| Financial liabilities of customers | ‐ | ‐ | 20,508 | 63,135 | |
| Subscription warrants - indemnification | 19 | 56,672 | 47,745 | 56,672 | 47,745 |
| Provision for loss on investment | 11 | 88,639 | 68,530 | 36,835 | 349 |
| Other payables | 46,493 | 31,299 | 337,560 | 218,420 | |
| Total non-current liabilities | 335,300 | 355,060 | 17,988,197 | 13,241,429 | |
| Equity | |||||
| Share capital | 20.a | 7,987,100 | 6,621,752 | 7,987,100 | 6,621,752 |
| Equity instrument granted | 20.b | 129,776 | 108,253 | 129,776 | 108,253 |
| Capital reserve | 20.d | 617,279 | 612,048 | 617,279 | 612,048 |
| Treasury shares | 20.c | (826,914) | (596,400) | (826,914) | (596,400) |
| Revaluation reserve | 20.d | 3,499 | 3,632 | 3,499 | 3,632 |
| Profit reserves | 20.e | 6,621,752 | 8,195,221 | 6,621,752 | 8,195,221 |
| Retained earnings | 1,804,478 | ‐ | 1,804,478 | ‐ | |
| Accumulated other comprehensive income | 125,855 | 214,212 | 125,855 | 214,212 | |
| Shareholder transactions | 27.b | (75,082) | ‐ | (75,082) | ‐ |
| Ultrapar shareholders’ equity | 16,387,743 | 15,158,718 | 16,387,743 | 15,158,718 | |
| Non-controlling interests | 11 | ‐ | ‐ | 2,278,843 | 664,726 |
| Total equity | 16,387,743 | 15,158,718 | 18,666,586 | 15,823,444 | |
| Total liabilities | 16,815,164 | 15,883,147 | 45,564,670 | 39,558,074 |
The accompanying notes are an integral part of the interim financial information.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Statements |
| of income |
| For the periods ended September 30, 2025 and 2024 |
| ( In thousands of Brazilian Reais, except earnings per thousand shares) |
| Note | Parent — 07/01/2025 to 09/30/2025 | 01/01/2025 to 09/30/2025 | 07/01/2024 to 09/30/2024 | 01/01/2024 to 09/30/2024 | Consolidated — 07/01/2025 to 09/30/2025 | 01/01/2025 to 09/30/2025 | 07/01/2024 to 09/30/2024 | 01/01/2024 to 09/30/2024 | |
|---|---|---|---|---|---|---|---|---|---|
| Continuing operations | |||||||||
| Net revenue from sales and services | 21 | ‐ | ‐ | ‐ | ‐ | 37,033,855 | 104,418,160 | 35,357,672 | 98,097,521 |
| Cost of products and services sold | 22 | ‐ | ‐ | ‐ | ‐ | (34,556,279) | (97,651,246) | (33,075,501) | (91,646,046) |
| Gross profit | ‐ | ‐ | ‐ | ‐ | 2,477,576 | 6,766,914 | 2,282,171 | 6,451,475 | |
| Operating income (expenses) | |||||||||
| Selling and marketing | 22 | ‐ | ‐ | ‐ | ‐ | (603,771) | (1,853,859) | (671,002) | (1,884,131) |
| General and administrative | 22 | (10,674) | (38,302) | (11,590) | (36,355) | (569,207) | (1,626,953) | (420,531) | (1,374,833) |
| Results from disposal of assets | 5 | 7 | 12 | 59 | 13,304 | 34,005 | 31,480 | 105,361 | |
| Other operating income (expenses), net | 22 | 1,460 | 51,761 | (4,938) | 26,917 | 123,507 | 487,060 | (111,377) | (337,406) |
| Operating result before share of profit (loss) of subsidiaries, joint ventures and associates, financial result and income and social contribution taxes | (9,209) | 13,466 | (16,516) | (9,379) | 1,441,409 | 3,807,167 | 1,110,741 | 2,960,466 | |
| Share of profit (loss) of subsidiaries, joint ventures and associates | 11 | 716,865 | 2,113,930 | 670,085 | 1,508,446 | (8,061) | (115,726) | 4,127 | (6,970) |
| Amortization of fair value adjustments on associates acquisition | 11 | ‐ | ‐ | ‐ | ‐ | (403) | (1,208) | (407) | (2,089) |
| Gain on acquisition of control of associate | 27.b | ‐ | ‐ | ‐ | ‐ | ‐ | 91,105 | ‐ | ‐ |
| Total share of profit (loss) of subsidiaries, joint ventures and associates | 716,865 | 2,113,930 | 670,085 | 1,508,446 | (8,464) | (25,829) | 3,720 | (9,059) | |
| Income before financial result and income and social contribution taxes | 707,656 | 2,127,396 | 653,569 | 1,499,067 | 1,432,945 | 3,781,338 | 1,114,461 | 2,951,407 | |
| Financial income | 23 | 12,504 | 40,484 | 5,419 | 48,291 | 373,444 | 1,194,702 | 220,808 | 661,588 |
| Financial expenses | 23 | (12,401) | (19,318) | 2,115 | (20,648) | (774,472) | (1,807,112) | (329,069) | (1,258,366) |
| Financial result, net | 23 | 103 | 21,166 | 7,534 | 27,643 | (401,028) | (612,410) | (108,261) | (596,778) |
| Income before income and social contribution taxes | 707,759 | 2,148,562 | 661,103 | 1,526,710 | 1,031,917 | 3,168,928 | 1,006,200 | 2,354,629 | |
| Income and social contribution taxes | |||||||||
| Current | 9.b | (585) | (1,535) | (1,927) | (12,519) | (252,588) | (723,886) | (365,650) | (760,375) |
| Deferred | 9.b | 3,810 | (3,700) | (7,594) | 6,780 | (4,824) | (135,431) | 57,872 | 50,827 |
| 3,225 | (5,235) | (9,521) | (5,739) | (257,412) | (859,317) | (307,778) | (709,548) | ||
| Net income from continuing operations | 710,984 | 2,143,327 | 651,582 | 1,520,971 | 774,505 | 2,309,611 | 698,422 | 1,645,081 | |
| Discontinued operations | |||||||||
| Net income (loss) from discontinued operations | 28 | (1,796) | (12,929) | ‐ | ‐ | (2,100) | (23,490) | ‐ | ‐ |
| Net income for the period | 709,188 | 2,130,398 | 651,582 | 1,520,971 | 772,405 | 2,286,121 | 698,422 | 1,645,081 | |
| Income attributable to: | |||||||||
| Shareholders of Ultrapar | 709,188 | 2,130,398 | 651,582 | 1,520,971 | 709,188 | 2,130,398 | 651,582 | 1,520,971 | |
| Non-controlling interests in subsidiaries | 11 | ‐ | ‐ | ‐ | ‐ | 63,217 | 155,723 | 46,840 | 124,110 |
| Total earnings per share from continuing operations (based on the weighted average number of shares outstanding) – R$ | |||||||||
| Basic | 24 | 0.6543 | 1.9671 | 0.5903 | 1.3800 | 0.6543 | 1.9671 | 0.5903 | 1.3800 |
| Diluted | 24 | 0.6419 | 1.9321 | 0.5818 | 1.3616 | 0.6419 | 1.9321 | 0.5818 | 1.3616 |
| Earnings per share from discontinued operations (based on the weighted average number of shares outstanding) – R$ | |||||||||
| Basic | 24 | (0.0017) | (0.0119) | ‐ | ‐ | (0.0017) | (0.0119) | ‐ | ‐ |
| Diluted | 24 | (0.0016) | (0.0117) | ‐ | ‐ | (0.0016) | (0.0117) | ‐ | ‐ |
| Total earnings per share (based on the weighted average number of shares outstanding) – R$ | |||||||||
| Basic | 24 | 0.6527 | 1.9552 | 0.5903 | 1.3800 | 0.6527 | 1.9552 | 0.5903 | 1.3800 |
| Diluted | 24 | 0.6403 | 1.9204 | 0.5818 | 1.3616 | 0.6403 | 1.9204 | 0.5818 | 1.3616 |
The accompanying notes are an integral part of the interim financial information.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Statements of |
| comprehensive income |
| For the periods ended September 30, 2025 and 2024 |
| (In thousands of Brazilian Reais) |
| Note | Parent — 07/01/2025 to 09/30/2025 | 01/01/2025 to 09/30/2025 | 07/01/2024 to 09/30/2024 | 01/01/2024 to 09/30/2024 | Consolidated — 07/01/2025 to 09/30/2025 | 01/01/2025 to 09/30/2025 | 07/01/2024 to 09/30/2024 | 01/01/2024 to 09/30/2024 |
|---|---|---|---|---|---|---|---|---|
| Net income for the period, attributable to shareholders of Ultrapar | 709,188 | 2,130,398 | 651,582 | 1,520,971 | 709,188 | 2,130,398 | 651,582 | 1,520,971 |
| Net income for the period, attributable to non-controlling interests in subsidiaries | ‐ | ‐ | ‐ | ‐ | 63,217 | 155,723 | 46,840 | 124,110 |
| Net income for the period | 709,188 | 2,130,398 | 651,582 | 1,520,971 | 772,405 | 2,286,121 | 698,422 | 1,645,081 |
| Items that will be subsequently reclassified to profit or loss: | ||||||||
| Fair value adjustments of financial instruments of subsidiaries, joint ventures and associates, net of income and social contribution taxes | 13,860 | (19,905) | 27,161 | 35,790 | 18,531 | (9,061) | 27,161 | 35,790 |
| Translation adjustments and hedge accounting effects, net of taxes | (38,815) | (68,452) | ‐ | ‐ | (64,889) | (121,323) | ‐ | ‐ |
| Total comprehensive income for the period | 684,233 | 2,042,041 | 678,743 | 1,556,761 | 726,047 | 2,155,737 | 725,583 | 1,680,871 |
| Total comprehensive income for the period attributable to shareholders of Ultrapar | 684,233 | 2,042,041 | 678,743 | 1,556,761 | 684,233 | 2,042,041 | 678,743 | 1,556,761 |
| Total comprehensive income for the period attributable to non-controlling interests in subsidiaries | ‐ | ‐ | ‐ | ‐ | 41,814 | 113,696 | 46,840 | 124,110 |
The accompanying notes are an integral part of the interim financial information.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Statements |
| of changes in equity |
| For the periods ended September 30, 2025 and 2024 |
| (In thousands of Brazilian Reais, except dividends per share) |
| Note | Share capital | Equity instrument granted | Capital reserve | Treasury shares | Revaluation reserve | Profit reserves | Accumulated other comprehensive income | Shareholder transactions | Retained earnings | Equity attributable to: — Shareholders of Ultrapar | Non-controlling interests (i) | Total equity | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of December 31, 2024 | 6,621,752 | 108,253 | 612,048 | (596,400) | 3,632 | 8,195,221 | 214,212 | ‐ | ‐ | 15,158,718 | 664,726 | 15,823,444 | |
| Net income for the period | - | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 2,130,398 | 2,130,398 | 155,723 | 2,286,121 |
| Other comprehensive income | - | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (88,357) | - | ‐ | (88,357) | (42,027) | (130,384) |
| Total comprehensive income for the period | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (88,357) | - | 2,130,398 | 2,042,041 | 113,696 | 2,155,737 | |
| Issuance of shares related to the subscription warrants - indemnification | ‐ | ‐ | 7,863 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 7,863 | ‐ | 7,863 | |
| Equity instrument granted | 8.d; 20.b | ‐ | 21,523 | (7,081) | 36,428 | ‐ | ‐ | ‐ | ‐ | ‐ | 50,870 | (1,570) | 49,300 |
| Purchase of treasury shares | 20.c | ‐ | ‐ | ‐ | (266,942) | ‐ | ‐ | ‐ | ‐ | ‐ | (266,942) | ‐ | (266,942) |
| Realization of revaluation reserve | - | ‐ | ‐ | ‐ | ‐ | (133) | ‐ | ‐ | ‐ | 133 | ‐ | ‐ | ‐ |
| Capital increase with reserves | 20.a | 1,365,348 | ‐ | ‐ | ‐ | ‐ | (1,365,348) | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ |
| Capital increase of non-controlling shareholders | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 12,154 | 12,154 |
| Shareholder transaction | 27.b | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (75,082) | (48) | (75,130) | ‐ | (75,130) |
| Realization of capital reserve | - | ‐ | ‐ | 4,449 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 4,449 | ‐ | 4,449 |
| Non-controlling interest in the equity of acquired subsidiary – Hidrovias | - | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 1,639,034 | 1,639,034 |
| Variation in change of ownership interest of non-controlling shareholders | - | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (110,796) | (110,796) |
| Non-controlling interest in acquired subsidiary | - | - | - | - | - | - | - | - | - | - | - | 15,691 | 15,691 |
| Dividends and interest on capital attributable to non-controlling interests | - | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (54,092) | (54,092) |
| Additional dividends | 20.e | ‐ | ‐ | ‐ | ‐ | ‐ | (208,121) | ‐ | ‐ | - | (208,121) | ‐ | (208,121) |
| Interim dividends (R$ 0.30 per share) | 20.e | ‐ | ‐ | ‐ | ‐ | ‐ | - | ‐ | ‐ | (326,005) | (326,005) | ‐ | (326,005) |
| Balance as of September 30, 2025 | 7,987,100 | 129,776 | 617,279 | (826,914) | 3,499 | 6,621,752 | 125,855 | (75,082) | 1,804,478 | 16,387,743 | 2,278,843 | 18,666,586 |
12
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Statements |
| of changes in equity |
| For the periods ended September 30, 2025 and 2024 |
| Note | Share capital | Equity instrument granted | Capital reserve | Treasury shares | Revaluation reserve | Profit reserves | Accumulated other comprehensive income | Cumulative translation adjustments | Retained earnings | Equity attributable to: — Shareholders of Ultrapar | Non-controlling interests (i) | Total equity | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of December 31, 2 023 | 6,621,752 | 75,925 | 597,828 | (470,510) | 3,802 | 6,523,590 | 154,108 | ‐ | ‐ | 13,506,495 | 523,331 | 14,029,826 | |
| Net income for the period | - | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 1,520,971 | 1,520,971 | 124,110 | 1,645,081 |
| Other comprehensive income | - | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 35,790 | ‐ | ‐ | 35,790 | ‐ | 35,790 |
| Total comprehensive income for the period | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 35,790 | ‐ | 1,520,971 | 1,556,761 | 124,110 | 1,680,871 | |
| Issuance of shares related to the subscription warrants - indemnification | - | ‐ | ‐ | 6,452 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 6,452 | ‐ | 6,452 |
| Equity instrument granted | 8.d; 20.b | ‐ | 17,192 | 1,965 | 21,593 | ‐ | ‐ | ‐ | ‐ | ‐ | 40,750 | 4 | 40,754 |
| Realization of revaluation reserve of subsidiaries | - | ‐ | ‐ | ‐ | ‐ | (132) | ‐ | ‐ | ‐ | 132 | ‐ | ‐ | ‐ |
| Shareholder transaction - changes of ownership interest | - | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 9 | 9 | 403 | 412 |
| Dividends prescribed | - | - | - | - | - | - | - | - | - | 3,369 | 3,369 | - | 3,369 |
| Non-controlling interest in acquired subsidiary | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 107,954 | 107,954 | |
| Allocation of net income: | ‐ | ||||||||||||
| Interest on equity attributable to non-controlling interests | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (105,590) | (105,590) | |
| Dividends attributable to non-controlling interests | - | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (5,562) | (5,562) |
| Approval of additional dividends by the Ordinary General Shareholders’ Meeting | ‐ | ‐ | ‐ | ‐ | ‐ | (134,031) | ‐ | ‐ | (275,971) | (410,002) | ‐ | (410,002) | |
| Balance as of September 30, 2024 | 6,621,752 | 93,117 | 606,245 | (448,917) | 3,670 | 6,389,559 | 189,898 | ‐ | 1,248,510 | 14,703,834 | 644,650 | 15,348,484 |
(i) Are substantially represented by non-controlling shareholders of Iconic and Hidrovias .
The accompanying notes are an integral part of the interim financial information.
13
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Statements of cash flows - indirect method |
| For the periods ended September 30, 2025 and 2024 |
| (In thousands of Brazilian Reais) |
| Note | Parent — 09/30/2025 | 09/30/2024 | Consolidated — 09/30/2025 | 09/30/2024 | |
|---|---|---|---|---|---|
| CASH FLOWS FROM CONTINUING OPERATING ACTIVITIES | |||||
| Net income from continuing operations | 2,143,327 | 1,520,971 | 2,309,611 | 1,645,081 | |
| Adjustments to reconcile net income to cash provided (consumed) by operating activities | |||||
| Share of profit (loss) of subsidiaries, joint ventures and associates and amortization of fair value adjustments on associates acquisition | 11 | (2,113,930) | (1,508,446) | 116,934 | 9,059 |
| Amortization of contractual assets with customers - exclusivity rights | 10 | ‐ | ‐ | 339,336 | 402,804 |
| Amortization of right-of-use assets | 12 | 2,189 | 2,101 | 266,781 | 230,157 |
| Depreciation and amortization | 13; 14 | 11,198 | 11,715 | 883,638 | 673,806 |
| Interest, monetary variations and foreign exchange variations | (46,479) | 6,616 | 674,375 | 944,259 | |
| Current and deferred income and social contribution taxes | 9.b | 5,235 | 5,739 | 859,317 | 709,548 |
| Gain (loss) on disposal or write-off of assets | (7) | (35,298) | (44,694) | (140,600) | |
| Equity instrument granted | 11,718 | 23,005 | 21,523 | 40,754 | |
| Gain (loss) on the fair value of energy contracts | ‐ | ‐ | (24,694) | ‐ | |
| Provision for decarbonization - CBIO | ‐ | ‐ | 307,123 | 441,813 | |
| Revaluation of investment in associates | 27.b | ‐ | ‐ | (91,105) | ‐ |
| Other provisions and adjustments | (53,553) | (6,041) | (40,686) | 68,555 | |
| (40,302) | 20,362 | 5,577,459 | 5,025,236 | ||
| (Increase) decrease in assets | |||||
| Trade receivables and reseller financing | 5 | ‐ | ‐ | (116,308) | 157,955 |
| Inventories | 6 | ‐ | ‐ | 267,745 | (455,469) |
| Recoverable taxes | 11,339 | 9,383 | (83,794) | 279,511 | |
| Dividends received from subsidiaries, associates and joint ventures | 1,635,828 | 614,857 | 11,187 | 2,028 | |
| Other assets | (6,783) | (10,836) | 39,011 | (180,303) | |
| Increase (decrease) in liabilities | |||||
| Trade payables and trade payables - reverse factoring | 16 | 3,862 | 3,606 | (1,254,598) | (1,400,113) |
| Salaries and related charges | (2,281) | (11,683) | 17,458 | (31,557) | |
| Taxes payable | (281) | (990) | 3,217 | (30,242) | |
| Income and social contribution taxes payable | 3,657 | (8,171) | (732,602) | (719,429) | |
| Other liabilities | 55,055 | (12,654) | 12,371 | (19,479) | |
| Acquisition of CBIO and carbon credits | 14 | ‐ | ‐ | (323,409) | (586,695) |
| Payments of contractual assets with customers - exclusivity rights | 10 | ‐ | ‐ | (284,461) | (285,666) |
| Payment of contingencies | (10,026) | ‐ | (20,199) | (30,896) | |
| Income and social contribution taxes paid | (263) | (2,920) | (69,008) | (219,900) | |
| Net cash provided by continuing operating activities | 1,649,805 | 600,954 | 3,044,069 | 1,504,981 | |
| Net cash provided by discontinued operating activities | ‐ | ‐ | 26,833 | ‐ | |
| Net cash provided by operating activities | 1,649,805 | 600,954 | 3,070,902 | 1,504,981 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||
| Financial investments, net of redemptions | 4.b | (21,237) | 142,736 | 648,099 | (2,051,959) |
| Acquisition of property, plant and equipment and intangible assets | 13; 14 | (5,027) | (75,627) | (1,335,013) | (1,099,268) |
| Cash provided by disposal of investments and property, plant and equipment | - | 264,564 | 110,954 | 1,256,077 | |
| Capital increase in subsidiaries, associates and joint ventures | 11 | (537,149) | (585,335) | ‐ | ‐ |
| Capital decrease in subsidiaries, associates and joint ventures | 11 | ‐ | ‐ | ‐ | 522 |
| Net cash consumed in the purchase of investments and other assets | ‐ | ‐ | (617,172) | (1,242,517) | |
| Cash acquired in business combination | ‐ | ‐ | 1,172,234 | ‐ | |
| Net cash consumed by continuing investing activities | (563,413) | (253,662) | (20,898) | (3,137,145) | |
| Net cash consumed by discontinued investing activities | ‐ | ‐ | (21,728) | ‐ | |
| Net cash consumed by investing activities | (563,413) | (253,662) | (42,626) | (3,137,145) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||
| Loans, financing and debentures | |||||
| Proceeds | 15 | ‐ | ‐ | 4,960,091 | 3,658,510 |
| Repayments | 15 | ‐ | ‐ | (4,521,892) | (2,125,954) |
| Interest and derivatives (paid) or received | ‐ | 7,838 | (1,261,965) | (741,857) | |
| Payments of lease | |||||
| Principal and interest paid | 12.b | (2,719) | (2,638) | (367,195) | (326,418) |
| Dividends paid | (811,566) | (712,916) | (898,536) | (781,182) | |
| Payments of financial liabilities of customers | ‐ | ‐ | (97,899) | (123,203) | |
| Capital increase made by non-controlling shareholders and redemption of shares | - | ‐ | (12,300) | 13,500 | |
| Repurchase of treasury shares | (266,942) | ‐ | (266,942) | ‐ | |
| Related parties | (442) | (398) | (31,936) | (11,554) | |
| Net cash consumed by continuing financing activities | (1,081,669) | (708,114) | (2,498,574) | (438,158) | |
| Net cash consumed by discontinued financing activities | ‐ | ‐ | (558) | ‐ | |
| Net cash consumed by financing activities | (1,081,669) | (708,114) | (2,499,132) | (438,158) | |
| Effect of exchange rate changes on cash and cash equivalents in foreign currency - continuing operations | ‐ | ‐ | (62,140) | ‐ | |
| Effect of exchange rate changes on cash and cash equivalents in foreign currency - discontinued operations | ‐ | ‐ | ‐ | ‐ | |
| Increase (decrease) in cash and cash equivalents -continuing operations | 4,723 | (360,822) | 462,457 | (2,070,322) | |
| Increase (decrease) in cash and cash equivalents -discontinued operations | ‐ | ‐ | 4,547 | ‐ | |
| Cash and cash equivalents at the beginning of the period - continuing operations | 4.a | 4,186 | 412,840 | 2,071,593 | 5,925,688 |
| Cash and cash equivalents at the beginning of the period - discontinued operations | ‐ | ‐ | 11,313 | ‐ | |
| Cash and cash equivalents at the end of the period - continuing operations | 4.a | 8,909 | 52,018 | 2,534,050 | 3,855,366 |
| Cash and cash equivalents at the end of the period - discontinued operations | ‐ | ‐ | 15,860 | ‐ | |
| Non-cash transactions: | |||||
| Addition and remeasurement on right-of-use assets and leases payable | ‐ | ‐ | 279,718 | 273,745 | |
| Addition on contractual assets with customers - exclusivity rights | ‐ | ‐ | 59,295 | 53,961 | |
| Reclassification between financial assets and investment in associates | ‐ | ‐ | ‐ | 645,333 | |
| Acquisition of property, plant and equipment and intangible assets without cash effect | ‐ | ‐ | 24,476 | 9,046 | |
| Capital increase in subsidiaries with shares | ‐ | 133,552 | ‐ | - |
The accompanying notes are an integral part of the interim financial information.
14
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Statements of value added |
| For the periods ended September 30, 2025 and 2024 |
| (In thousands of Brazilian Reais) |
| Note | Parent — 09/30/2025 | 09/30/2024 | Consolidated — 09/30/2025 | 09/30/2024 | |
|---|---|---|---|---|---|
| Revenues | |||||
| Gross revenue from sales and services, except rents and royalties | 21 | ‐ | ‐ | 108,042,397 | 102,028,684 |
| Rebates, discounts and returns | 21 | ‐ | ‐ | (765,919) | (836,236) |
| Allowance for expected credit losses | 5 | ‐ | ‐ | (18,794) | (32,802) |
| Amortization of contractual assets with customers - exclusivity rights | 10; 21 | ‐ | ‐ | (339,336) | (402,804) |
| Gain (loss) on disposal of assets and other operating income (expenses), net | 51,768 | 26,976 | 521,065 | (232,045) | |
| 51,768 | 26,976 | 107,439,413 | 100,524,797 | ||
| Materials purchased from third parties | |||||
| Cost of products and services sold | ‐ | ‐ | (97,620,893) | (91,744,783) | |
| Materials, energy, third-party services and others | 175,782 | 150,242 | (1,290,680) | (1,345,238) | |
| Provision for assets losses | ‐ | ‐ | 6,034 | 498 | |
| 175,782 | 150,242 | (98,905,539) | (93,089,523) | ||
| Gross value added | 227,550 | 177,218 | 8,533,874 | 7,435,274 | |
| Retentions | |||||
| Depreciation and amortization of intangible assets and right-of-use assets | 12.a; 13; 14 | (13,387) | (13,816) | (1,150,419) | (903,963) |
| (13,387) | (13,816) | (1,150,419) | (903,963) | ||
| Net value added produced by the Company | 214,163 | 163,402 | 7,383,455 | 6,531,311 | |
| Value added received in transfer | |||||
| Total share of profit (loss) of subsidiaries, joint ventures and associates | 11 | 2,113,930 | 1,508,446 | (25,829) | (9,059) |
| Rents and royalties | 21 | ‐ | ‐ | 101,295 | 236,807 |
| Financial income | 23 | 40,484 | 48,291 | 1,194,702 | 661,588 |
| 2,154,414 | 1,556,737 | 1,270,168 | 889,336 | ||
| Value added from continuing operations available for distribution | 2,368,577 | 1,720,139 | 8,653,623 | 7,420,647 | |
| Value added from discontinued operations available for distribution | (12,929) | ‐ | (3,530) | ‐ | |
| Total value added available for distribution | 2,355,648 | 1,720,139 | 8,650,093 | 7,420,647 | |
| Distribution of value added | |||||
| Personnel and related charges | |||||
| Salaries and wages | 150,083 | 123,122 | 1,297,695 | 1,105,759 | |
| Benefits | 21,227 | 19,398 | 380,693 | 338,353 | |
| Government Severance Indemnity Fund for Employees (FGTS) | 6,327 | 5,371 | 80,154 | 78,153 | |
| Others | 2,913 | 5,986 | 87,888 | 185,759 | |
| 180,550 | 153,877 | 1,846,430 | 1,708,024 | ||
| Taxes, fees and contributions | |||||
| Federal | 21,464 | 25,291 | 2,118,661 | 2,268,280 | |
| State | ‐ | ‐ | 393,250 | 388,155 | |
| Municipal | 294 | 277 | 162,024 | 117,874 | |
| 21,758 | 25,568 | 2,673,935 | 2,774,309 | ||
| Financial expenses and rents | |||||
| Interest, foreign exchange variations and financial instruments | 1,663 | (116) | 1,611,512 | 1,145,702 | |
| Rents | 3,890 | 3,624 | 104,392 | 83,424 | |
| Others | 17,389 | 16,215 | 107,743 | 64,107 | |
| 22,942 | 19,723 | 1,823,647 | 1,293,233 | ||
| Remuneration of own capital | |||||
| Interest on capital and dividends | ‐ | 275,971 | 380,097 | 381,561 | |
| Retained earnings | 2,143,327 | 1,245,000 | 1,929,514 | 1,263,520 | |
| 2,143,327 | 1,520,971 | 2,309,611 | 1,645,081 | ||
| Value added from continuing operations distributed | 2,368,577 | 1,720,139 | 8,653,623 | 7,420,647 | |
| Value added from discontinued operations distributed | (12,929) | ‐ | (3,530) | ‐ | |
| Value added distributed | 2,355,648 | 1,720,139 | 8,650,093 | 7,420,647 |
The accompanying notes are an integral part of the interim financial information.
15
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
Ultrapar Participações S.A. (“Ultrapar” or “Company”) is a publicly-traded company headquartered at the Brigadeiro Luís Antônio Avenue, 1343 in the city of São Paulo – SP, Brazil, listed on B3 S.A. – Brasil, Bolsa, Balcão (“B3”), in the Novo Mercado listing segment under the ticker “UGPA3” and on the New York Stock Exchange (“NYSE”) in the form of level III American Depositary Receipts (“ADRs”) under the ticker “UGP”.
The Company engages in the investment of its own capital in services, commercial and industrial activities, through the subscription or acquisition of shares of other companies. Through its subsidiaries, it operates on liquefied petroleum gas distribution and other energies (“Ultragaz”), fuel distribution and related businesses (“Ipiranga” or “IPP”), storage services for liquid bulk (“Ultracargo”) and logistics and waterway and multimodal infrastructure (“Hidrovias”). The information on segments is disclosed in Note 25.
This interim financial information was authorized for issuance by the Board of Directors on November 12, 2025.
a. Principles of consolidation and interest in subsidiaries
a.1 Principles of consolidation
In the preparation of the consolidated interim financial information the investments of one company in another, balances of asset and liability accounts, revenue transactions, costs and expenses were eliminated, as well as the effects of transactions conducted between the companies. Non-controlling interests in subsidiaries are presented within consolidated equity and net income.
Consolidation of a subsidiary begins when the Company obtains direct or indirect control over an entity and ceases when the company loses control. Income and expenses of a subsidiary acquired are included in the consolidated statements of income and of comprehensive income from the date the Company gains control. Income and expenses of a subsidiary, in which the Company loses control, are included in the consolidated statements of income and of comprehensive income until the date the Company loses control.
When necessary, adjustments are made to the financial information of subsidiaries to bring their accounting policies into line with the Company’s accounting policies.
16
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
a.2 Interest in subsidiaries
The consolidated interim financial information includes the following direct and indirect subsidiaries:
| Interest % rounded | ||||||
|---|---|---|---|---|---|---|
| 09/30/2025 | 12/31/2024 | |||||
| Control | Control | |||||
| Location | Segment | Direct | Indirect | Direct | Indirect | |
| Ultra Mobilidade S.A. (1) | Brazil | Ipiranga | 100 | - | 100 | - |
| Centro de Conveniências Millennium Ltda. and subsidiaries (2) | Brazil | Ipiranga | - | - | - | 100 |
| am/pm Comestíveis Ltda. (3) | Brazil | Ipiranga | - | 100 | - | - |
| Glazed Brasil S.A. (“Krispy Kreme”) | Brazil | Ipiranga | - | 55 | - | - |
| Centro de Conveniências Millennium Ltda. and subsidiaries (2) | Brazil | Ipiranga | - | 100 | - | - |
| Neodiesel Ltda. | Brazil | Ipiranga | - | 100 | - | 100 |
| Serra Diesel Transportador Revendedor Retalhista Ltda. | Brazil | Ipiranga | - | 60 | - | 60 |
| Neoagro Diesel Ltda. (4) | Brazil | Ipiranga | - | 100 | - | - |
| Mi TRR Transportadora Retalhista e Revendedora de Combustíveis S.A. (5) | Brazil | Ipiranga | - | 51 | - | - |
| Ipiranga Produtos de Petróleo S.A. | Brazil | Ipiranga | - | 100 | - | 100 |
| am/pm Comestíveis Ltda. (3) | Brazil | Ipiranga | - | - | - | 100 |
| Glazed Brasil S.A. (“Krispy Kreme”) | Brazil | Ipiranga | - | - | - | 55 |
| Ipiranga Trading Limited | British Virgin Islands | Ipiranga | - | 100 | - | 100 |
| Ipiranga Imobiliária Ltda. | Brazil | Ipiranga | - | 100 | - | 100 |
| Ipiranga Logística Ltda. | Brazil | Ipiranga | - | 100 | - | 100 |
| Oil Trading Importadora e Exportadora Ltda. | Brazil | Ipiranga | - | 100 | - | 100 |
| Iconic Lubrificantes S.A. | Brazil | Ipiranga | - | 56 | - | 56 |
| Integra Frotas Ltda. | Brazil | Ipiranga | - | 100 | - | 100 |
| Irupé Biocombustíveis Ltda . | Brazil | Ipiranga | - | 100 | - | 100 |
| Ipiranga Trading North America LLC. | United States | Ipiranga | - | 100 | - | 100 |
| Ipiranga Trading Middle East DMCC | Dubai | Ipiranga | - | 100 | - | 100 |
| Ipiranga Trading Europe S.A. | Switzerland | Ipiranga | - | 100 | - | 100 |
| Eaí Clube Automobilista S.A. | Brazil | Ipiranga | - | 100 | - | 100 |
| Abastece Aí Participações S.A. | Brazil | Ipiranga | - | 100 | - | 100 |
| Abastece Aí Clube Automobilista Instituição de Pagamento Ltda. | Brazil | Ipiranga | - | 100 | - | 100 |
| Companhia Ultragaz S.A. | Brazil | Ultragaz | 99 | - | 99 | - |
| Ultragaz Energia Ltda. and subsidiaries | Brazil | Ultragaz | - | 100 | - | 100 |
| Nova Paraná Distribuidora de Gás Ltda. | Brazil | Ultragaz | - | 100 | - | 100 |
| Utingás Armazenadora S.A. | Brazil | Ultragaz | - | 57 | - | 57 |
| Bahiana Distribuidora de Gás Ltda. | Brazil | Ultragaz | - | 100 | - | 100 |
| NEOgás do Brasil Gás Natural Comprimido S.A . | Brazil | Ultragaz | - | 100 | - | 100 |
| WTZ Participações S.A. (6) | Brazil | Ultragaz | - | - | - | 52 |
| Ultragaz Comercializadora de Energia Ltda. (6) | Brazil | Ultragaz | - | 52 | - | - |
| Ultragaz Energia e Corretagem de Seguros Ltda. (6) | Brazil | Ultragaz | - | 100 | - | - |
| UVC Investimentos Ltda. | Brazil | Others | 100 | - | 100 | - |
| Ultra Logística Ltda. | Brazil | Hidrovias | 100 | - | 100 | - |
| Hidrovias do Brasil S.A. (7) | Brazil | Hidrovias | - | 55 | - | - |
| Hidrovias do Brasil – Vila do Conde S.A. | Brazil | Hidrovias | - | 100 | - | - |
| Hidrovias do Brasil – Cabotagem Ltda. (8) | Brazil | Hidrovias | - | 100 | - | - |
| Hidrovias do Brasil – Administração Portuária de Santos S.A. | Brazil | Hidrovias | - | 100 | - | - |
| Hidrovias del Sur S.A. | Uruguay | Hidrovias | - | 100 | - | - |
| Baloto S.A. | Uruguay | Hidrovias | - | 100 | - | - |
| Girocantex S.A. | Uruguay | Hidrovias | - | 100 | - | - |
| Cikelsol S.A. | Uruguay | Hidrovias | - | 100 | - | - |
| Resflir S.A. | Uruguay | Hidrovias | - | 100 | - | - |
| Hidrovias del Paraguay S.A. | Paraguay | Hidrovias | - | 100 | - | - |
| Pricolpar S.A. | Paraguay | Hidrovias | - | 100 | - | - |
| Hidrovias Navegación Fluvial S.A. | Paraguay | Hidrovias | - | 100 | - | - |
| Hidrovias South America BV | Netherlands | Hidrovias | - | 100 | - | - |
| Hidrovias International Finance S.à.r.l. | Luxembourg | Hidrovias | - | 100 | - | - |
| Ultracargo Logística S.A. (9) | Brazil | Ultracargo | - | - | - | 99 |
| Ultracargo Soluções Logísticas S.A. | Brazil | Ultracargo | - | - | - | 100 |
| Ultracargo Logística S.A. (9) | Brazil | Ultracargo | 99 | - | - | - |
| Ultracargo Soluções Logísticas S.A. | Brazil | Ultracargo | - | 100 | - | - |
| Ultrapar International S.A. | Luxembourg | Others | 100 | - | 100 | - |
| Imaven Imóveis Ltda. | Brazil | Others | 100 | - | 100 | - |
17
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
(1) On January 2, 2025, the name of subsidiary Ultrapar Mobilidade Ltda. was changed to Ultra Mobilidade S.A.
(2) On January, 2025, indirect subsidiary Centro de Conveniências Millenium and subsidiaries started being directly controlled by am/pm Comestíveis Ltda.
(3) On January, 2025, indirect subsidiary am/pm Comestíveis Ltda. started being directly controlled by Ultra Mobilidade S.A.
(4) Company established on May 5, 2025, engaged in the wholesale trade of fuel carried out by carrier-reseller-retailer (TRR).
(5) In July 2025, subsidiary Neodiesel Ltda. became the controlling shareholder of Mi TRR Transportadora retalhista e revendedora de combustíveis S.A. (“Mi TRR”) .
(6) In August 2025, WTZ Participações S.A. was merged into Ultragaz Comercializadora de Energia Ltda., formerly Exponencial Energia Ltda. In July 2025, Ultragaz Energia e Corretagem started being controlled by Ultragaz Comercializadora de Energia Ltda.
(7) In May 2025, subsidiary Ultra Logística Ltda. became the controlling shareholder of Hidrovias. For further details, see Note 27.b.
(8) The information on Hidrovias do Brasil – Cabotagem is presented as Discontinued Operation according to Note 28.
(9) In January, 2025, indirect subsidiary Ultracargo Logística S.A started being directly controlled by Ultrapar.
b. Main events that occurred in the period
b.1 Acquisition of significant ownership interest in Hidrovias
On May 8, 2025, the Company, through its subsidiary Ultra Logística, acquired additional shares in Hidrovias do Brasil S.A. (“Hidrovias”), becoming the controlling shareholder. As of September 30, 2025, the ownership interest in this investee’s share capital was 55.04% (41.94% as of December 31, 2024). For further information, see Note 27.b.
The individual and consolidated interim financial information ("interim financial information"), identified as Parent and Consolidated, was prepared in accordance with the International Accounting Standard ("IAS") 34 – Interim Financial Reporting issued by the International Accounting Standards Board ("IASB"), and in accordance with the pronouncement CPC 21 (R1) – Interim Financial Reporting, issued by the Brazilian Accounting Pronouncements Committee (“CPC”), approved by the Brazilian Federal Accounting Council (“CFC”) and presented in accordance with the rules issued by the Securities and Exchange Commission of Brazil (“CVM”).
The Company’s interim financial information is presented in thousands of Brazilian Real (“R$”), which is the Company’s functional currency, and the interim financial information was prepared using information from Ultrapar and its subsidiaries on the same base date, unless otherwise stated.
The preparation of the interim financial information requires management to make judgments, use estimates and adopt assumptions in the application of accounting policies that affect the reported amounts of income, expenses, assets and liabilities, including contingent liabilities. The uncertainty related to these judgments, assumptions and estimates could lead to results that require a significant adjustment to the carrying amount of certain assets and liabilities in future years. For the nine-month period ended September 30, 2025, no changes were observed in such judgments, estimates and assumptions in relation to those disclosed as of December 31, 2024.
The interim financial information has been prepared on a historical cost basis, except for the following material items recognized in the statements of financial position:
(i) derivative and non-derivative financial instruments measured at fair value;
(ii) share-based payments and employee benefits measured at fair value;
(iii) deemed cost of property, plant and equipment.
This interim financial information was prepared using consistent accounting policies and practices on Ultrapar and its subsidiaries.
This interim financial information should be read together with the individual and consolidated financial statements of the Company for the year ended December 31, 2024 since its objective is to provide an update of the significant activities, events and circumstances and does not duplicate previously disclosed information, except when Management considers it relevant to maintain certain information.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
Reclassifications
With the objective of increasing transparency of derivative financial instrument balances, enabling verification of the amounts in the balance sheet and providing greater comparability between the periods presented, we carried out reclassifications between line items as shown below:
| Consolidated — Published | Reclassified | ||
|---|---|---|---|
| 12/31/2024 | Reclassification | 12/31/2024 | |
| Current assets (i) | |||
| Financial investments, derivative instruments and other financial assets | 2,553,011 | (2,553,011) | - |
| Financial investments and other financial assets | - | 2,306,927 | 2,306,927 |
| Derivative financial instruments | - | 246,084 | 246,084 |
| 2,553,011 | - | 2,553,011 | |
| Non-current assets (i) | |||
| Financial investments, derivative instruments and other financial assets | 3,407,080 | (3,407,080) | - |
| Financial investments and other financial assets | - | 2,819,179 | 2,819,179 |
| Derivative financial instruments | - | 585,294 | 585,294 |
| Other receivables and other assets | 114,469 | 2,607 | 117,076 |
| 3,521,549 | - | 3,521,549 |
| Published — 12/31/2024 | Reclassification | Reclassified — 12/31/2024 | |
|---|---|---|---|
| Current liabilities (ii) | |||
| Loans, financing and derivative financial instruments | 3,175,017 | (3,175,017) | - |
| Debentures | 377,743 | (377,743) | - |
| Loans, financing and debentures | - | 3,478,673 | 3,478,673 |
| Derivative financial instruments | - | 74,087 | 74,087 |
| 3,552,760 | - | 3,552,760 | |
| Non-current liabilities (ii) | |||
| Loans, financing and derivative financial instruments | 6,393,232 | (6,393,232) | - |
| Debentures | 4,356,118 | (4,356,118) | - |
| Loans, financing and debentures | - | 10,381,837 | 10,381,837 |
| Derivative financial instruments | - | 367,513 | 367,513 |
| 10,749,350 | - | 10,749,350 |
| (i) | Financial investments that until the first quarter were disclosed together with derivative financial instrument assets are now disclosed under separate line items in the statement of financial position; |
|---|---|
| (ii) | Loans and financing that until the previous quarter were disclosed under separate line items of debentures were consolidated and are now disclosed under the same line item; additionally, derivative financial instrument liabilities that were disclosed on a consolidated basis together with loans and financing are now disclosed under separate line items in the statement of financial position; |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
The Company evaluated and, when necessary, applied for the first time the new standards and interpretations issued by the International Accounting Standards Board (IASB) and the Brazilian Accounting Pronouncements Committee (“CPC”).
a. New accounting policies and changes in accounting policies
a.1 Accounting policies adopted
The following amendments to standards and guidance issued by the IASB and CPC effective on or after January 1, 2025 were evaluated and do not change the accounting practice adopted by the Company:
• OCPC 10 – Carbon Credits
• IAS 21/ CPC 02 – The Effects of Changes in Foreign Exchange Rates
a.2 Accounting policies not adopted
The following new standards, amendments to standards and interpretations of IFRS Accounting Standards issued by the International Accounting Standards Board - IASB were not adopted since they are not effective in the period ended September 30, 2025. The Company and its subsidiaries plan to adopt these new standards, amendments and interpretations, if applicable, when they become effective.
• IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments
• IFRS 18 – Presentation and Disclosure in Financial Statements
• IFRS 19 – Subsidiaries without Public Accountability
Cash equivalents and financial investments, excluding cash and bank deposits, are substantially represented by investments: (i) in Brazil, in certificates of deposit of financial institutions linked to interest rate of the Interbank Deposits (“DI”), in repurchase agreement, financial bills, private securities and in short-term investment funds, whose portfolio is comprised of Brazilian Federal Government bonds and certificates of deposit of financial institutions; (ii) outside Brazil, in certificates of deposit of financial institutions and in short-term investment funds, whose portfolio is comprised of Federal Government bonds.
a. Cash and cash equivalents
| Parent — 09/30/2025 | 12/31/2024 | Consolidated — 09/30/2025 | 12/31/2024 | |
|---|---|---|---|---|
| Cash and banks | ||||
| In local currency | 788 | 120 | 301,388 | 211,047 |
| In foreign currency | ‐ | ‐ | 508,874 | 194,793 |
| Financial investments considered cash equivalents | ||||
| Securities and funds | ||||
| In local currency | 8,121 | 4,066 | 1,007,837 | 1,286,152 |
| In foreign currency | ‐ | ‐ | 715,951 | 379,601 |
| Total cash and cash equivalents | 8,909 | 4,186 | 2,534,050 | 2,071,593 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
b. Financial investments
| Parent — 09/30/2025 | 12/31/2024 | Consolidated — 09/30/2025 | 12/31/2024 | |
|---|---|---|---|---|
| Financial investments | ||||
| Securities and funds | ||||
| In local currency | 371,580 | 320,101 | 1,486,281 | 2,271,980 |
| In foreign currency (a) | ‐ | ‐ | 2,612,573 | 2,854,126 |
| Total financial investments | 371,580 | 320,101 | 4,098,854 | 5,126,106 |
| Current | 16,580 | 20,100 | 1,489,624 | 2,306,927 |
| Non-current | 355,000 | 300,001 | 2,609,230 | 2,819,179 |
(a) Refers substantially to financial investments made by subsidiary Ultrapar International in Time Deposits.
a. Trade receivables and reseller financing
| Trade receivables | 09/30/2025 | 12/31/2024 |
|---|---|---|
| Domestic customers | 3,944,949 | 3,885,310 |
| Domestic customers - related parties (see Note 8) | 4,347 | 301 |
| Foreign customers | 153,294 | 19,032 |
| Foreign customers - related parties (see Note 8) | 1,769 | 8,361 |
| 4,104,359 | 3,913,004 | |
| (-) Allowance for expected credit losses | (372,232) | (345,735) |
| Total - trade receivables of customers | 3,732,127 | 3,567,269 |
| Current | 3,696,699 | 3,540,266 |
| Non-current | 35,428 | 27,003 |
| Reseller financing | 09/30/2025 | 12/31/2024 |
| Reseller financing | 1,411,089 | 1,404,883 |
| (-) Allowance for expected credit losses | (133,336) | (126,859) |
| Total – reseller financing | 1,277,753 | 1,278,024 |
| Current | 515,715 | 511,979 |
| Non-current | 762,038 | 766,045 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
b. Allowance for expected credit losses – trade receivables and reseller financing
Movements in the allowance for expected credit losses of trade receivables and reseller financing are as follows:
| Trade receivables | Reseller financing | Total | |
|---|---|---|---|
| Balance as of December 31, 2024 | 345,735 | 126,859 | 472,594 |
| Additions | 81,232 | 22,772 | 104,004 |
| Reversals | (36,235) | (9,688) | (45,923) |
| Write-offs | (30,952) | (6,607) | (37,559) |
| Opening balance - acquisition of subsidiary (i) | 12,452 | ‐ | 12,452 |
| Balance as of September 30, 2025 | 372,232 | 133,336 | 505,568 |
(i) On May 8, 2025, the Company acquired the control of Hidrovias.; for further details, see Note 27.b.
The table below presents information on credit risk exposure, resulting from balances of trade receivables and reseller financing.
| 09/30/2025 — Weighted average rate of expected losses | Gross accounting balance | Allowance for expected credit losses | 12/31/2024 — Weighted average rate of expected losses | Gross accounting balance | Allowance for expected credit losses | |
|---|---|---|---|---|---|---|
| Current | 0.51% | 4,446,654 | 22,576 | 0.55% | 4,289,620 | 23,517 |
| Less than 30 days | 3.76% | 89,758 | 3,376 | 3.14% | 141,756 | 4,452 |
| 31-60 days | 24.39% | 30,112 | 7,345 | 20.26% | 40,402 | 8,186 |
| 61-90 days | 11.38% | 32,057 | 3,647 | 14.96% | 27,360 | 4,093 |
| 91-180 days | 28.92% | 51,260 | 14,823 | 30.37% | 57,289 | 17,396 |
| More than 180 days | 52.43% | 865,607 | 453,801 | 54.49% | 761,460 | 414,950 |
| 5,515,448 | 505,568 | 5,317,887 | 472,59 4 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
| 09/30/2025 | 12/31/2024 | |
|---|---|---|
| Fuels, lubricants and greases | 2,957,286 | 3,009,100 |
| Raw materials | 290,642 | 373,544 |
| Purchase for future delivery (1) | 111,348 | 255,001 |
| Consumable materials and other items for resale | 304,354 | 129,539 |
| Liquefied petroleum gas - LPG | 141,260 | 128,098 |
| Properties for resale | 19,192 | 21,794 |
| 3,824,082 | 3,917,076 |
(1) Refers substantially to ethanol, biodiesel and advances for fuel acquisition.
Movements in the provision for inventory losses are as follows:
| Balance as of December 31, 2024 | 3,920 |
|---|---|
| Reversal of provision for obsolescence and other losses | (1,166) |
| Reversal of provision for adjustment to realizable value | (743) |
| Balance as of September 30, 2025 | 2,011 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
a. Recoverable taxes
Recoverable taxes are substantially represented by credits of Tax on Goods and Services (“ICMS”, the Brazilian VAT), Contribution for Social Security Financing (“COFINS”) and Social Integration Program (“PIS”).
| 09/30/2025 | 12/31/2024 | |
|---|---|---|
| ICMS (a.1) | 1,377,273 | 1,416,708 |
| PIS and COFINS - Federal VAT (a.2) | 3,844,831 | 3,172,417 |
| Others | 105,345 | 101,152 |
| Total | 5,327,449 | 4,690,277 |
| Current | 1,713,727 | 2,040,008 |
| Non-current | 3,613,722 | 2,650,269 |
a.1 The recoverable ICMS net of provision for losses is substantially related to the following operations:
Tax credits are recognized mainly of the following nature: a) transactions of inputs and outputs of products subject to taxation of the own ICMS; b) interstate outflows of oil-related products, whose ICMS was prepaid by the supplier (Petrobras); c) credits for refunds of the ICMS-ST (tax substitution) overpaid when the estimated calculation base used is higher than that of the actual operation performed.
In 2023, with the enactment of Supplementary Law 192/22, the single-phase ICMS levy on LPG, diesel, biodiesel, gasoline and anhydrous ethanol became effective. Due to the advent of this new calculation modality, the subsidiaries have stopped generating credits related to the refunds of ICMS-ST (tax substitution).
Management estimates the realization of the credits classified in non-current assets within a term of up to 5 years.
a.2 The recoverable PIS and COFINS are substantially related to:
ICMS in the PIS and COFINS calculation basis - The balance of PIS and COFINS includes credits recorded under Laws 10,637/02 and 10,833/03, as well as amounts arising from a STF’s favorable decision (Theme 69) regarding the exclusion of ICMS from the PIS and COFINS calculation basis.
In the period ended September 30, 2025, the Company, through its subsidiary Ipiranga, recognized effects from tax credits of R$ 1,152,890 (R$ 672,572 under “other operating income (expenses) and R$ 480,318 under “financial income”), relating to the periods from November 2008 to December 2024, arising from supplementary calculations (specific regime operations) related to final and unappealable decisions of lawsuits.
Supplementary Law 192 - On March 11, 2022 Supplementary Law (“LC” 192/22”) was published to reduce the tax burden of the fuel supply chain. Art. 9 of said law established the reduction of the PIS and COFINS tax rates levied on diesel, biodiesel and LPG to zero through December 31, 2022, ensuring at the same time the maintenance of credits taken across the whole supply chain up to September 21, 2022 (90 days after the publication of LC 194/22 that restricted the right to take credits on taxpayers), when it became effective.
The Company, through its subsidiaries, has credits in the amount of R$ 981,089 (R$ 1,686,836 as of December 31, 2024) from the LC 192/22. These credits were recorded considering the expectation of realization by the Company within a 5-year period from the date of generation, period in which the Company has the ability to use these credits. The estimated realization is updated annually considering the estimated future results.
b. Recoverable income and social contribution taxes
Relates to IRPJ and CSLL to be recovered by the Company and its subsidiaries, arising from the tax advances of previous years, as well as referring to lawsuits on the non-levy of IRPJ and CSLL on the monetary variation (SELIC) in the repetition of undue payments. The Company, through its subsidiaries, has a recoverable IRPJ and CSLL balance of R$ 588,812, of which R$ 278,579 recorded as current and R$ 310,233 recorded as non-current (R$ 498,067, of which R$ 151,930 recorded as current and R$ 346,137 recorded as non-current as of December 31, 2024). The Management estimates the realization of these credits within up to 5 years.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
a. Parent
| Assets — 09/30/2025 | 12/31/2024 | Liabilities — 09/30/2025 | 12/31/2024 | |
|---|---|---|---|---|
| Transactions with joint ventures | ||||
| Química da Bahia Indústria e Comércio S.A. | ‐ | ‐ | 2,875 | 2,875 |
| Transactions with subsidiaries | ||||
| Ipiranga Produtos de Petróleo S.A. | 48,895 | 50,548 | 306 | 431 |
| Cia Ultragaz S.A. | 29,510 | 28,588 | ‐ | 1,761 |
| Ultracargo Logística S.A. | 326,321 | 313,873 | 312 | ‐ |
| Hidrovias do Brasil S.A. | 3,964 | - | 160 | - |
| Eaí Clube Automobilista S.A. | 644 | 1,008 | ‐ | 78 |
| am/pm Comestíveis Ltda. | 2,975 | 5,079 | 61 | 19 |
| Imaven Imóveis Ltda. | - | - | 285 | - |
| Others | 2,033 | 966 | - | 11 |
| Total | 414,342 | 400,062 | 3,999 | 5,175 |
| Other receivables/payables | 87,070 | 86,973 | 1,124 | 2,300 |
| Related parties | 7,518 | 7,076 | 2,875 | 2,875 |
| Financial investments (1) | 319,754 | 306,013 | ‐ | ‐ |
(1) Refers to funds released to subsidiary Ultracargo Logística S.A.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
b. Consolidated
Balances and transactions between the Company and its subsidiaries have been eliminated in consolidation and are not disclosed in this Note. The balances and transactions between the Company and its subsidiaries with other related parties are highlighted below:
| Assets — 09/30/2025 | 12/31/2024 | Liabilities — 09/30/2025 | 12/31/2024 | Operating result - Sales/(Purchases) — 09/30/2025 | 09/30/2024 | |
|---|---|---|---|---|---|---|
| Transactions with subsidiaries and joint ventures | ||||||
| Transactions with joint ventures | ||||||
| Refinaria de Petróleo Riograndense S.A. | ‐ | ‐ | 16,466 | 9,846 | (490,264) | (323,104) |
| Latitude Logística Portuária S.A. | 7,767 | 10,862 | ‐ | ‐ | ‐ | ‐ |
| Navegantes Logística Portuária S.A. | 74,296 | 29,406 | ‐ | ‐ | ‐ | ‐ |
| Hidrovias do Brasil S.A. | ‐ | 416 | ‐ | ‐ | ‐ | ‐ |
| Obrinel S.A. | 1,564 | ‐ | ‐ | ‐ | ‐ | ‐ |
| Others | 8,656 | 7,943 | 2,875 | 2,875 | 315 | 307 |
| Transactions with other related parties | ||||||
| Chevron Oronite Brasil Ltda. (1) | 2,064 | ‐ | 29,079 | 13,434 | (195,548) | (148,937) |
| Chevron Products Company (1) | ‐ | ‐ | 114,133 | 159,432 | (482,447) | (517,282) |
| Others | 3,166 | 8,760 | 1,821 | 1,449 | 1,124 | (3,638) |
| Total | 97,513 | 57,387 | 164,374 | 187,036 | (1,166,820) | (992,654) |
| Trade receivables (Note 5) | 6,116 | 8,662 | ‐ | ‐ | ‐ | ‐ |
| Other receivables | 3 | 416 | ‐ | ‐ | ‐ | ‐ |
| Trade payables (Note 16) | ‐ | ‐ | 161,499 | 183,520 | ‐ | ‐ |
| Other payables | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ |
| Related parties | 91,394 | 48,309 | 2,875 | 3,516 | ‐ | ‐ |
| Sales and services provided | ‐ | ‐ | ‐ | ‐ | 35,320 | 12,887 |
| Purchases | ‐ | ‐ | ‐ | ‐ | (1,202,140) | (1,005,541) |
(1) Non-controlling shareholders and other related parties of Iconic.
Purchase and sale transactions relate substantially to the purchase of raw materials, feedstock, transportation, and storage services based on prices and terms negotiated between the parties, with customers and suppliers with comparable operational performance.
c. Key executives (Consolidated)
The Ultrapar’s compensation policy and practices are designed to align short and long-term interests with shareholders and the Company’s sustainability. The short and long-term variable compensation is linked to growth goals in results and generated economic value, aligned with shareholders’ interests. Variable compensation also directs the professionals’ focus to the strategic plan approved by the Board of Directors, and is linked to annual growth goals in financial results and priority matters for the Company.
The expenses for compensation of its key executives (Company’s directors and executive officers) are shown below:
| 09/30/2025 | 09/30/2024 | |
|---|---|---|
| Short-term compensation | 31,465 | 39,465 |
| Stock compensation | 55,400 | 44,480 |
| Post-employment benefits | 2,447 | 3,728 |
| Total | 89,312 | 87,673 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
d. Stock plan (Consolidated)
The financial statements for the year ended December 31, 2024 (Note 8) disclose the features and measurement criteria of each plan (2017 Plan and 2023 Plan) offered by the Company, which did not undergo any changes during the nine-month period ended September 30, 2025. In the interim financial information for the period ended September 30, 2025 of subsidiary Hidrovias, Note 20.2 discloses the features and measurement criteria of the 1st long-term share-based incentive plan (“2025 Plan”), approved by Hidrovias’ Board of Directors on June 23, 2025, with the first grant awarded on July 1, 2025.
The table below summarizes the restricted and performance stock programs under the 2017 Plan and the 2023 Plan, and the 2025 Plan (Hidrovias):
| Company | Program | Grant date | Number of shares granted (Quantity) | Vesting period | Fair value of shares on the grant date (in R$) | Total exercisable grant costs, including taxes (in R$ thousands) | Accumulated recognized exercisable grant costs (in R$ thousands) | Unrecognized exercisable grant costs (in R$ thousands) |
|---|---|---|---|---|---|---|---|---|
| Ultrapar | Restricted | September 2, 2019 | 240,000 | 2025 | 16.42 | 6,774 | (6,774) | ‐ |
| Ultrapar | Restricted | September 16, 2020 | 140,000 | 2026 | 23.03 | 5,464 | (4,629) | 835 |
| Ultrapar | Restricted | September 22, 2021 | 1,000,000 | 2027 | 14.17 | 24,093 | (17,608) | 6,485 |
| Ultrapar | Performance | April 6, 2022 | 7,467 | 2025 | 14.16 | 1,116 | (1,116) | ‐ |
| Ultrapar | Restricted | September 21, 2022 | 2,640,000 | 2032 | 12.98 | 64,048 | (19,170) | 44,878 |
| Ultrapar | Restricted | December 7, 2022 | 1,500,000 | 2032 | 13.47 | 37,711 | (10,688) | 27,023 |
| Ultrapar | Restricted | April 20, 2023 | 1,122,656 | 2026 | 14.50 | 30,560 | (25,186) | 5,374 |
| Ultrapar | Performance | April 20, 2023 | 1,149,057 | 2026 | 14.50 | 31,320 | (25,946) | 5,374 |
| Ultrapar | Restricted | September 20, 2023 | 3,700,000 | 2033 | 18.75 | 129,322 | (26,988) | 102,334 |
| Ultrapar | Restricted | April 17, 2024 | 3,444,789 | 2027 to 2029 | 26.94 | 175,894 | (62,022) | 113,872 |
| Ultrapar | Restricted | June 19, 2024 | 60,683 | 2027 | 21.47 | 2,468 | (1,028) | 1,440 |
| Ultrapar | Restricted | October 1, 2024 | 1,295,000 | 2034 | 23.10 | 55,785 | (5,578) | 50,207 |
| Ultrapar | Restricted | April 3, 2025 | 4,590,749 | 2027 to 2028 | 17.78 | 153,635 | (20,807) | 132,828 |
| 20,890,401 | 718,190 | (227,540) | 490,650 | |||||
| Hidrovias | Restricted | July 1, 2025 | 1,244,523 | 2028 | 3.55 | 4,961 | (412) | 4,549 |
| 22,134,924 | 723,151 | (227,952) | 495,199 |
| Number of shares as of December 31, 2024 | 18,521,704 |
|---|---|
| Ultrapar shares granted during the period | 4,590,749 |
| Cancellation of Ultrapar shares due to termination of executive | (162,621) |
| Ultrapar shares transferred (vesting) | (2,059,431) |
| Hidrovias shares granted during the period | 1,244,523 |
| Number of shares as of September 30, 2025 | 22,134,924 |
The Company does not have shares that were not transferred after the period for transfer of the ownership of the shares. For the nine-month period ended September 30, 2025, an expense in the amount of R$ 103,187 was recognized in relation to the Plan (R$ 78,245 for the period ended September 30, 2024).
For all plans, settlements are made only with the delivery of treasury shares.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
a. Deferred income (IRPJ) and social contribution taxes (CSLL)
The Company and its subsidiaries recognize deferred tax assets and liabilities, which are not subject to the statute of limitations, mainly resulting from provisions for differences between cash and accrual basis, tax loss carryforwards, leasing operations, negative bases and provisions for tax, civil, and labor risks. Deferred tax assets are sustained by the continued profitability of their operations.
For purposes of disclosure, deferred tax assets were offset against deferred tax liabilities, in the same taxable entity.
| Parent — 09/30/2025 | 12/31/2024 | Consolidated — 09/30/2025 | 12/31/2024 | |
|---|---|---|---|---|
| Assets - Deferred income and social contribution taxes on: | ||||
| Provision for losses with assets | ‐ | ‐ | 42,016 | 41,467 |
| Provisions for tax, civil and labor risks | 45,821 | 67,261 | 159,601 | 188,495 |
| Provision for post-employment benefits | 604 | 516 | 80,841 | 76,166 |
| Provision for differences between cash and accrual basis (i) | ‐ | ‐ | 11,325 | 19,483 |
| Goodwill | ‐ | ‐ | 14,482 | 10,317 |
| Provision for asset retirement obligation | ‐ | ‐ | 12,707 | 13,472 |
| Operating provisions | 6,969 | 4,366 | 43,593 | 60,120 |
| Provision for profit sharing and bonus | 5,462 | 10,246 | 69,009 | 76,880 |
| Leases payable | 2,568 | 2,961 | 573,819 | 499,988 |
| Provision for deferred revenue | ‐ | ‐ | 532 | 450 |
| Other temporary differences | 32,937 | 21,762 | 212,375 | 115,753 |
| Tax losses and negative basis for social contribution carryforwards | 53,580 | 51,339 | 548,842 | 510,780 |
| Total | 147,941 | 158,451 | 1,769,142 | 1,613,371 |
| Offsetting liability balance | (9,011) | (15,821) | (920,515) | (676,430) |
| Net balances presented in assets | 138,930 | 142,630 | 848,627 | 936,941 |
| Liabilities - Deferred income and social contribution taxes on: | ||||
| Leases payable | 2,199 | 2,586 | 473,864 | 406,173 |
| Provision for differences between cash and accrual basis (i) | ‐ | ‐ | 291,748 | 194,846 |
| Change in fair value of subscription warrants | 1,188 | 7,611 | 1,188 | 7,611 |
| Goodwill/negative goodwill on investments | ‐ | ‐ | 28,811 | 28,771 |
| Business combination - fair value of assets | ‐ | ‐ | 567,210 | 52,781 |
| Other temporary differences | 5,624 | 5,624 | 189,181 | 119,073 |
| Total | 9,011 | 15,821 | 1,552,002 | 809,255 |
| Offsetting asset balance | (9,011) | (15,821) | (920,515) | (676,430) |
| Net balances presented in liabilities | ‐ | ‐ | 631,487 | 132,825 |
(i) In the consolidated refers mainly to the income and social contribution taxes on foreign exchange variation of the derivative instruments.
28
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
Changes in the net balance of deferred IRPJ and CSLL are as follows:
| Parent | Consolidated | |
|---|---|---|
| Balance as of December 31, 2024 | 142,630 | 804,116 |
| Deferred IRPJ and CSLL recognized in profit (loss) for the period | (3,700) | (135,431) |
| Deferred IRPJ and CSLL recognized on company acquisition (1) | ‐ | 74,730 |
| Deferred IRPJ and CSLL recognized on business combinations | ‐ | (561,392) |
| Deferred IRPJ and CSLL recognized in other comprehensive income | ‐ | 67,168 |
| Deferred IRPJ and CSLL recognized in other comprehensive income – Discontinued operation | - | (30,624) |
| Others | - | (1,427) |
| Balance as of September 30, 2025 | 138,930 | 217,140 |
(1) On May 8, 2025, the Company acquired the control and began to consolidate Hidrovias. For further details, see Note 27.b.
b. Reconciliation of income and social contribution taxes on profit or loss
IRPJ and CSLL are reconciled to the statutory tax rates as follows:
| Parent — 09/30/2025 | 09/30/2024 | Consolidated — 09/30/2025 | 09/30/2024 | |
|---|---|---|---|---|
| Income before taxes | 2,148,562 | 1,526,710 | 3,168,928 | 2,354,629 |
| Statutory tax rates - % | 34 | 34 | 34 | 34 |
| Income and social contribution taxes at the statutory tax rates | (730,511) | (519,081) | (1,077,436) | (800,574) |
| Adjustment to the statutory income and social contribution taxes: | ||||
| Nondeductible expenses | (1,814) | (2,189) | (29,770) | (10,683) |
| Nontaxable revenues (i) | 472 | 414 | 194,321 | 20,105 |
| Adjustment to estimated income | ‐ | ‐ | 12,359 | 1,658 |
| Unrecorded deferred income and social contribution tax loss carryforwards | ‐ | ‐ | (127,356) | (10,842) |
| Share of profit (loss) of subsidiaries, joint ventures and associates | 718,736 | 512,872 | (8,782) | (3,080) |
| Interest on capital between subsidiaries | ‐ | ‐ | 8,975 | 35,901 |
| Difference of rate in the measurement of taxes | ‐ | ‐ | 45,783 | ‐ |
| Other adjustments | 7,882 | 2,245 | 68,859 | (17,010) |
| Income and social contribution taxes before tax incentives | (5,235) | (5,739) | (913,047) | (784,525) |
| Tax incentives – SUDENE (ii) | - | ‐ | 53,730 | 74,977 |
| Income and social contribution taxes in the statement of income | (5,235) | (5,739) | (859,317) | (709,548) |
| Current | (1,535) | (12,519) | (723,886) | (760,375) |
| Deferred | (3,700) | 6,780 | (135,431) | 50,827 |
| Effective IRPJ and CSLL rates - % | 0.2 | 0.4 | 27.1 | 30.1 |
| (i) | Consist of gains and income not taxable under the applicable tax legislation. |
|---|---|
| (ii) | Certain subsidiaries have the benefit of income tax reduction for belonging to the sectors of the economy considered priority for the subsidized areas, with a 75% decrease in the income tax basis. |
29
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
c. Tax losses and negative basis for social contribution carryforwards
As of September 30, 2025, the Company and certain subsidiaries had tax loss carryforwards related to income tax (IRPJ) and social contribution (CSLL), whose annual offsets are limited to 30% of taxable income in a given tax year, and do not expire.
The balances comprising deferred taxes related to income tax loss carryforwards and negative basis of social contribution are as follows:
| 09/30/2025 | 12/31/2024 | |
|---|---|---|
| Oil Trading | 74,119 | 77,155 |
| Ultrapar | 53,580 | 51,339 |
| Ipiranga | 300,409 | 300,409 |
| Ultracargo Soluções Logística | 43,098 | 33,553 |
| Hidrovias do Brasil – Holding S.A | 29,149 | ‐ |
| Others | 48,487 | 48,324 |
| 548,842 | 510,780 |
The balances which are not constituted of deferred taxes related to income tax loss carryforwards and negative basis of social contribution are as follows:
| 09/30/2025 | 12/31/2024 | |
|---|---|---|
| Neogás | 45,221 | 45,286 |
| Integra Frotas | 24,702 | 18,927 |
| Stella | 25,659 | 15,686 |
| Millennium | 14,337 | 11,650 |
| Abastece aí | 154,791 | 126,900 |
| Hidrovias do Brasil – Holding S.A | 150,458 | ‐ |
| Hidrovias do Brasil – Administração Portuária de Santos | 41,529 | ‐ |
| Others | 8,942 | 6,374 |
| 465,639 | 224,823 |
Refers to exclusivity rights reimbursements of Ipiranga’s agreements with reseller service stations that are recognized at the time of their occurrence and amortized according to the conditions established in the agreement. Amortizations are recognized in profit or loss as reductions of sales revenue.
Changes are shown below:
| Balance as of December 31, 2024 | 2,131,902 |
|---|---|
| Additions | 343,756 |
| Amortization | (339,336) |
| Balance as of September 30, 2025 | 2,136,322 |
| Current | 662,929 |
| Non-current | 1,473,393 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
The table below presents the positions of equity and income (loss) for the period by company:
| Equity | Income (loss) for the year | Interest in share capital - % | Parent — Investment (Provision for loss on investment) | Share of profit (loss) of subsidiaries, joint ventures and associates | |||
|---|---|---|---|---|---|---|---|
| 09/30/2025 | 12/31/2024 | 09/30/2025 | 09/30/2024 | ||||
| Subsidiaries | |||||||
| Ultra Logística Ltda. (i) | 2,018,475 | 26,885 | 100.00 | 2,018,475 | 3,266,345 | 26,885 | 269,203 |
| Ultrapar International S.A. | (55,073) | 13,457 | 100.00 | (55,073) | (68,530) | 13,457 | (4,782) |
| UVC | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (5,021) |
| Ultragaz Participações Ltda. | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 372,263 |
| Ultracargo Logística Ltda | 1,617,381 | 168,417 | 99.92 | 1,616,072 | ‐ | 168,280 | ‐ |
| Companhia Ultragaz S.A. | 987,315 | 485,568 | 99.99 | 987,168 | 1,106,687 | 485,497 | 233,855 |
| UVC Investimentos Ltda. | 54,403 | (4,361) | 100.00 | 54,403 | 47,702 | (4,361) | 516 |
| Imaven Imóveis Ltda. | 82,543 | 1,719 | 100.00 | 82,543 | 64,917 | 1,719 | 2,316 |
| Ultra Mobilidade S.A. (*) | 10,828,395 | 1,459,084 | 100.00 | 10,828,395 | 10,407,480 | 1,459,084 | 653,719 |
| Joint ventures | |||||||
| Química da Bahia Indústria e Comércio S.A. | 6,683 | 12 | 50.00 | 3,342 | 3,319 | 6 | (161) |
| Refinaria de Petróleo Riograndense S.A. (ii) | (101,290) | (110,182) | 33.14 | (33,566) | 2,016 | (36,637) | (13,462) |
| Total (A) | 15,501,759 | 14,829,936 | 2,113,930 | 1,508,446 | |||
| Total provision for loss on investment (B) | (88,639) | (68,530) | |||||
| Total investments (A-B) | 15,590,398 | 14,898,466 |
| (*) | Amounts adjusted for unrealized profits in equity and income for the period. |
|---|---|
| (i) | Balances are presented net of the effects of discontinued operations. For furhter details, see note 28. |
| (ii) | Investment considers capital loss balances of R$ 8,993 as of September 30, 2025 (R$ 9,666 as of December 31, 2024). |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
| Equity | Income (loss) for the year | Interest in share capital - % | Consolidated — Investment (Provision for loss on investment) | Share of profit (loss) of subsidiaries, joint ventures and associates | |||
|---|---|---|---|---|---|---|---|
| 09/30/2025 | 12/31/2024 | 09/30/2025 | 09/30/2024 | ||||
| Joint ventures | |||||||
| União Vopak – Armazéns Gerais Ltda. | (515) | (1,055) | 50.00 | (258) | 270 | (528) | (598) |
| Refinaria de Petróleo Riograndense S.A. | (101,290) | (110,182) | 33.14 | (33,566) | 2,015 | (36,637) | (13,462) |
| Latitude Logística Portuária S.A. | (2,196) | (6,645) | 50.00 | (1,098) | 2,225 | (3,323) | (1,931) |
| Navegantes Logística Portuária S.A. | (4,475) | (26,568) | 33.33 | (1,492) | 7,364 | (8,856) | (6,191) |
| Nordeste Logística I S.A. | 10,082 | (8,882) | 33.33 | 3,361 | 5,959 | (2,961) | (739) |
| Nordeste Logística II S.A. | 55,091 | (1,256) | 33.33 | 18,364 | 18,782 | (418) | 1,369 |
| Nordeste Logística III S.A | 53,327 | (1,647) | 33.33 | 17,776 | 18,330 | (548) | 591 |
| Química da Bahia Indústria e Comércio S.A. | 6,683 | 12 | 50.00 | 3,342 | 3,319 | 6 | (159) |
| Terminal de Combustíveis Paulínia S.A. ("Opla") | 167,042 | 6,015 | 50.00 | 83,521 | 59,694 | 3,008 | 3,019 |
| Limday S.A. | 28,362 | 4,751 | 44.55 | 12,635 | ‐ | 2,116 | ‐ |
| Obrinel S.A. | 204,450 | 56,689 | 49.00 | 100,181 | ‐ | 27,778 | ‐ |
| Baden S.A. | 19,775 | (1,114) | 50.00 | 9,888 | ‐ | (557) | ‐ |
| Other investments | ‐ | ‐ | ‐ | 346 | 281 | ‐ | ‐ |
| Associates | |||||||
| Hidrovias do Brasil S.A. (i) | 2,273,439 | (247,290) | 44.51 | ‐ | 504,629 | (96,480) | 9,112 |
| Transportadora Sulbrasileira de Gás S.A. | 18,266 | 6,635 | 25.00 | 4,566 | 3,498 | 1,659 | 1,510 |
| Metalúrgica Plus S.A. | (1,264) | (219) | 33.33 | (421) | (349) | (73) | (68) |
| Plenogás Distribuidora de Gás S.A. | 1,002 | 265 | 33.33 | 334 | 1,041 | 88 | 577 |
| Other investments | ‐ | ‐ | ‐ | 28 | 41 | ‐ | ‐ |
| Goodwill on investments | |||||||
| Terminal de Combustíveis Paulínia S.A. ("Opla") | ‐ | ‐ | ‐ | 117,306 | 117,306 | ‐ | ‐ |
| Hidrovias do Brasil S.A. (i) | ‐ | ‐ | ‐ | ‐ | 775,044 | ‐ | ‐ |
| Limday S.A. | ‐ | ‐ | ‐ | 7,113 | ‐ | ‐ | ‐ |
| Fair value adjustment on investments | |||||||
| Terminal de Combustíveis Paulínia S.A. ("Opla") | ‐ | ‐ | ‐ | 37,627 | 38,835 | (1,208) | (2,089) |
| Concession Agreement - Baloto | ‐ | ‐ | ‐ | 4,265 | ‐ | ‐ | ‐ |
| Advances for investments | |||||||
| Advances for investments - Pão de Açúcar Group stations (ii) | ‐ | ‐ | ‐ | 84,998 | 90,000 | ‐ | ‐ |
| Advances for future capital increase | |||||||
| Hidrovias do Brasil S.A. (i) | ‐ | ‐ | ‐ | ‐ | 500,000 | ‐ | ‐ |
| Total (A) | 468,816 | 2,148,284 | (116,934) | (9,059) | |||
| Total provision for loss on investment (B) | (36,835) | (349) | |||||
| Total investments (A-B) | 505,651 | 2,148,633 |
| (i) | On May 8, 2025, the Company acquired the control and began to consolidate Hidrovias . For further details, see Note 27.b. The percentage of interest presented in the note refers to the last percentage before the acquisition of control. |
|---|---|
| (ii) | The amount refers to the advance for the acquisition of Pão de Açúcar Group service stations by subsidiary Centro de Conveniências Millenium Ltda . |
32
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
The financial position and income of subsidiaries which have relevant non-controlling interests is shown below:
| Consolidated — Proportion of interest in share capital and voting rights held by non-controlling interests | Equity attributable to non-controlling interests | Income allocated to non-controlling interests for the period | ||||
|---|---|---|---|---|---|---|
| 09/30/2025 | 12/31/2024 | 09/30/2025 | 12/31/2024 | 09/30/2025 | 09/30/2024 | |
| Subsidiaries | % | % | ||||
| Hidrovias do Brasil S.A. (i) | 45% | - | 1,510,336 | ‐ | 25,228 | ‐ |
| Iconic Lubrificantes S.A. (i) | 44% | 44% | 538,104 | 484,986 | 95,320 | 120,432 |
| Ultragaz Comercializadora de Energia Ltda. (i) | 48% | 48% | 138,493 | 116,249 | 26,922 | ‐ |
| Other investments | - | - | 91,910 | 63,491 | 8,253 | 3,678 |
| 2,278,843 | 664,726 | 155,723 | 124,110 |
(i) Considers the effects of allocation of fair value adjustments related to non-controlling interests.
Balances and changes in investments in subsidiaries, joint ventures and associates are as follows:
| Parent — Subsidiaries | Joint ventures | Total | Consolidated — Joint ventures | Associates | Advances | Advances for future capital increase | Other investments | Total | |
|---|---|---|---|---|---|---|---|---|---|
| Balance as of December 31, 2024 | 14,824,601 | 5,335 | 14,829,936 | 274,380 | 1,283,904 | 90,000 | 500,000 | ‐ | 2,148,284 |
| Share of profit (loss) of subsidiaries, joint ventures and associates (*) | 2,150,561 | (36,631) | 2,113,930 | (20,920) | (94,806) | ‐ | ‐ | ‐ | (115,726) |
| Amortization of fair value adjustments | ‐ | ‐ | ‐ | (1,208) | ‐ | ‐ | ‐ | ‐ | (1,208) |
| Dividends | (1,681,986) | ‐ | (1,681,986) | ‐ | (796) | ‐ | ‐ | ‐ | (796) |
| Equity instrument granted (ii) | 19,926 | ‐ | 19,926 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ |
| Accumulated other comprehensive income | (86,804) | 1,141 | (85,663) | 1,141 | 7,722 | ‐ | ‐ | ‐ | 8,863 |
| Translation adjustments of foreign subsidiaries | ‐ | ‐ | ‐ | (16,796) | ‐ | ‐ | ‐ | (169) | (16,965) |
| Advances for future capital increase and capital contribution | 537,149 | ‐ | 537,149 | 20,819 | ‐ | ‐ | ‐ | ‐ | 20,819 |
| Shareholder transactions | (75,082) | ‐ | (75,082) | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ |
| Advances for investments - GPA stations | ‐ | ‐ | ‐ | ‐ | ‐ | (5,002) | ‐ | ‐ | (5,002) |
| Acquisition of shares | ‐ | ‐ | ‐ | ‐ | 273,325 | ‐ | ‐ | ‐ | 273,325 |
| Acquisition of control of Hidrovias do Brasil S.A. (iii) | ‐ | ‐ | ‐ | 117,276 | (1,461,946) | ‐ | (500,000) | 4,434 | (1,840,236) |
| Reclassification to assets held for sale (iv) | (159,732) | ‐ | (159,732) | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ |
| Other movements | 3,350 | (69) | 3,281 | 354 | (2,896) | ‐ | ‐ | ‐ | (2,542) |
| Balance as of September 30, 2025 (i) | 15,531,983 | (30,224) | 15,501,759 | 375,046 | 4,507 | 84,998 | ‐ | 4,265 | 468,816 |
33
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
| (*) | Adjusted for unrealized profits between subsidiaries. |
|---|---|
| (i) | Investments in subsidiaries, joint ventures and associates net of provision for loss on investment. |
| (ii) | Amounts refer to grants of long-term incentives in subsidiaries Ultra Mobilidade , Companhia Ultragaz , Ultracargo Logística and Ultra Logística . |
| (iii) | Amounts refer to the write-off of the investment in Hidrovias as an associate through the acquisition of control and consolidation that occurred on May 8, 2025. For further details, see Note 27.b. Additionally, due to the consolidation of Hidrovias , its joint ventures are now included in the consolidated in the amount of R$ 117,276. |
| (iv) | Reclassification of the portion of the investment attributed to the sale of the Cabotage operation of subsidiary Hidrovias , according to the opening balance of acquisition of control of Hidrovias . For further details, see Note 28.a. |
The Company and certain subsidiaries have vehicle and real estate leases, substantially related to: (i) Ipiranga: fuel stations and distribution bases; (ii) Ultragaz: points of sale and bottling bases; (iii) Ultracargo: port areas; (iv) Hidrovias: port areas and vessels and (v) Company: offices.
Right-of-use assets
Consolidated
| Weighted average useful life (years) | Balance as of December 31, 2024 | Additions and remeasurement | Write-offs | Transfers (i) | Translation adjustment | Amortization | Opening balance – Acquisition of subsidiary (ii) | Balance as of September 30, 2025 | |
|---|---|---|---|---|---|---|---|---|---|
| Cost: | |||||||||
| Real estate | 8 | 1,987,115 | 140,768 | (180,670) | 3,756 | (582) | ‐ | 220,341 | 2,170,728 |
| Port areas | 28 | 343,739 | 17,493 | (491) | ‐ | ‐ | ‐ | 113,132 | 473,873 |
| Vehicles | 4 | 357,094 | 106,373 | (72,531) | (2,834) | (122) | ‐ | 2,855 | 390,835 |
| Equipment | 2 | 33,645 | 11,170 | (1,677) | (21,499) | ‐ | ‐ | 21,448 | 43,087 |
| Vessels | 8 | ‐ | ‐ | (52,220) | ‐ | (4,366) | ‐ | 129,300 | 72,714 |
| Others | 20 | 27,846 | 3,914 | ‐ | 21,499 | ‐ | ‐ | ‐ | 53,259 |
| 2,749,439 | 279,718 | (307,589) | 922 | (5,070) | ‐ | 487,076 | 3,204,496 | ||
| Accumulated amortization: | |||||||||
| Real estate | ‐ | (823,733) | ‐ | 129,006 | ‐ | 197 | (133,556) | (40,242) | (868,328) |
| Port areas | ‐ | (52,692) | ‐ | 480 | (3,295) | ‐ | (24,619) | (38,755) | (118,881) |
| Vehicles | ‐ | (169,836) | ‐ | 57,801 | 2,834 | 31 | (84,260) | (927) | (194,357) |
| Equipment | ‐ | (6,007) | ‐ | 1,163 | 2,197 | ‐ | (9,019) | (15,346) | (27,012) |
| Vessels | ‐ | ‐ | ‐ | 32,501 | ‐ | 2,600 | (12,860) | (60,604) | (38,363) |
| Others | ‐ | (25,847) | ‐ | ‐ | (2,197) | ‐ | (2,467) | ‐ | (30,511) |
| (1,078,115) | ‐ | 220,951 | (461) | 2,828 | (266,781) | (155,874) | (1,277,452) | ||
| Right-of-use assets | 1,671,324 | 279,718 | (86,638) | 461 | (2,242) | (266,781) | 331,202 | 1,927,044 |
| (i) | Refers to the amortization of the right of use, which is being capitalized as Construction in progress until the beginning of its operation. Additionally, the cost includes the advance balance of the grant of Maceió carried out in IPP. |
|---|---|
| (ii) | On May 8, 2025, the Company acquired the control of Hidrovias ; for further details, see Note 27.b. |
34
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
b. Leases payable
The changes in leases payable are shown below:
| Balance as of December 31, 2024 | 1,485,152 |
|---|---|
| Interest accrued | 110,133 |
| Payments of leases and interest | (367,195) |
| Additions and remeasurement | 279,718 |
| Write-offs | (83,964) |
| Opening balance - acquisition of subsidiary (i) | 286,778 |
| Monetary variations and foreign exchange variations | (2,746) |
| Balance as of September 30, 2025 | 1,707,876 |
| Current | 336,447 |
| Non-current | 1,371,429 |
(i) On May 8, 2025, the Company acquired the control of Hidrovias.; for further details, see Note 27.b.
The undiscounted future cash outflows are presented below:
| 09/30/2025 | 12/31/2024 | |
|---|---|---|
| Up to 1 year | 453,252 | 355,336 |
| 1 to 2 years | 326,843 | 282,945 |
| 2 to 3 years | 257,616 | 240,984 |
| 3 to 4 years | 211,406 | 188,002 |
| 4 to 5 years | 167,326 | 158,559 |
| More than 5 years | 1,240,494 | 891,997 |
| Total | 2,656,937 | 2,117,823 |
The contracts of leases payable are substantially indexed by the IGP-M.
In compliance with the CVM’s requirement under Official Letter SNC/SEP 02/2019, the potential right to PIS/COFINS recoverable embedded in the lease consideration, calculated based on the 9.25% rate in accordance with Brazilian tax legislation, amounted to R$ 245,767 in nominal cash flow, and R$ 157,979 in present value cash flow for the period ended September 30, 2025.
b.1. Discount rates
The weighted nominal average discount rates for the lease contracts of the Company are:
| Contracts by maturity date and discount rate | |
|---|---|
| Maturity dates of the contracts | Rate (% p.a.) |
| From 1 to 5 years | 10.95% |
| From 6 to 10 years | 10.98% |
| From 11 to 15 years | 10.83% |
| More than 15 years | 10.52% |
35
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
| Weighted average useful life (years) | Balance as of December 31, 2024 | Additions | Depreciation | Transfers (i) | Write-offs | Translation adjustment | Opening balance – acquisition of subsidiaries (ii) | Balance as of September 30, 2025 | |
|---|---|---|---|---|---|---|---|---|---|
| Cost: | |||||||||
| Land | - | 609,624 | ‐ | ‐ | 455 | (7,388) | ‐ | 204,542 | 807,233 |
| Buildings | 28 | 1,745,097 | 50,289 | ‐ | 62,268 | (11,236) | ‐ | 823,403 | 2,669,821 |
| Leasehold improvements | 15 | 1,415,342 | 31,730 | ‐ | 72,536 | (70,244) | (4,398) | 166,620 | 1,611,586 |
| Machinery and equipment | 12 | 3,758,370 | 123,687 | ‐ | 495,802 | (12,372) | (3,384) | 681,994 | 5,044,097 |
| Automotive fuel/lubricant distribution equipment and facilities | 14 | 3,199,426 | 51,028 | ‐ | 119,956 | (135,460) | ‐ | 1,440 | 3,236,390 |
| Push boats, barges, ships | 19 | ‐ | ‐ | ‐ | 9,888 | ‐ | (168,628) | 4,139,591 | 3,980,851 |
| LPG tanks and bottles | 8 | 1,085,787 | 74,895 | ‐ | 24,082 | (24,060) | ‐ | ‐ | 1,160,704 |
| Vehicles | 6 | 395,885 | 14,752 | ‐ | 1,617 | (16,989) | (40) | 708 | 395,933 |
| Furniture and fixtures | 7 | 221,572 | 15,386 | ‐ | (3,949) | (8,983) | (38) | 4,899 | 228,887 |
| IT equipment | 6 | 321,250 | 17,202 | ‐ | 6,725 | (8,853) | (288) | 49,177 | 385,213 |
| Construction in progress | - | 1,347,892 | 718,755 | ‐ | (777,152) | (1,767) | (1,418) | 213,105 | 1,499,415 |
| Advances to suppliers | - | 44,966 | 10,750 | ‐ | (33,762) | (8,208) | ‐ | ‐ | 13,746 |
| Imports in progress | - | 3,128 | 23 | ‐ | (3,128) | ‐ | ‐ | ‐ | 23 |
| 14,148,339 | 1,108,497 | ‐ | (24,662) | (305,560) | (178,194) | 6,285,479 | 21,033,899 | ||
| Accumulated depreciation: | |||||||||
| Buildings | ‐ | (558,622) | ‐ | (70,961) | (4,543) | 4,599 | ‐ | (226,529) | (856,056) |
| Leasehold improvements | ‐ | (748,916) | ‐ | (55,421) | 212 | 70,151 | 1,789 | (57,520) | (789,705) |
| Machinery and equipment | ‐ | (2,347,962) | ‐ | (199,933) | (417) | 2,471 | 1,186 | (398,640) | (2,943,295) |
| Automotive fuel/lubricant distribution equipment and facilities | ‐ | (2,122,684) | ‐ | (100,575) | 10,343 | 127,651 | ‐ | ‐ | (2,085,265) |
| Push boats, barges, ships | ‐ | ‐ | ‐ | (78,383) | 6 | ‐ | 58,256 | (1,143,682) | (1,163,803) |
| LPG tanks and bottles | ‐ | (670,068) | ‐ | (73,606) | (7,679) | 20,667 | ‐ | ‐ | (730,686) |
| Vehicles | ‐ | (154,622) | ‐ | (30,266) | (1,234) | 3,860 | 40 | (938) | (183,160) |
| Furniture and fixtures | ‐ | (142,493) | ‐ | (12,293) | (519) | 6,032 | 16 | (1,328) | (150,585) |
| IT equipment | ‐ | (265,675) | ‐ | (20,289) | 1,339 | 8,092 | 32 | (24,568) | (301,069) |
| (7,011,042) | ‐ | (641,727) | (2,492) | 243,523 | 61,319 | (1,853,205) | (9,203,624) | ||
| Provision for impairment losses | (1,331) | - | ‐ | ‐ | - | ‐ | ‐ | (1,331) | |
| Property, plant and equipment | 7,135,966 | 1,108,497 | (641,727) | (27,154) | (62,037) | (116,875) | 4,432,274 | 11,828,944 |
| (i) | Refers to transfers of R$ 26,693 to intangible assets and R$ 461 to right-of-use assets. |
|---|---|
| (ii) | Involves the total amounts of acquisitions made by the Company, including Hidrovias do Brasil (see Note 27.b), MI TRR, and Postos Millenium . |
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Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
Construction in progress relates substantially to expansions, renovations, constructions and upgrade of the terminals’ assets, service stations and distribution bases.
Advances to suppliers are basically related to manufacturing of assets for expansion of terminals, distribution bases and acquisition of real estate.
| Weighted average useful life (years) | Balance as of December 31, 2024 | Additions | Amortization | Transfers (i) | Write-offs | Translation adjustment | Acquisition of subsidiaries (ii) | Balance as of September 30, 2025 | |
|---|---|---|---|---|---|---|---|---|---|
| Cost: | |||||||||
| Goodwill (a) | - | 982,359 | ‐ | ‐ | ‐ | - | ‐ | 356,041 | 1,338,400 |
| Software | 5 | 1,707,645 | 208,966 | ‐ | 10,075 | (28,355) | (2,458) | 146,614 | 2,042,487 |
| Customer contracts | 16 | ‐ | ‐ | ‐ | ‐ | ‐ | (455) | 860,204 | 859,749 |
| Distribution rights | 13 | 176,687 | 32,046 | ‐ | 8,918 | ‐ | ‐ | 15,177 | 232,828 |
| Brands | - | 61,366 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 61,366 |
| Trademark rights | 30 | 121,001 | 24 | ‐ | 8,991 | ‐ | ‐ | ‐ | 130,016 |
| Intangible assets in progress | ‐ | ‐ | 9,895 | ‐ | (24) | (148) | (164) | 33,999 | 43,558 |
| Decarbonization credits (CBIO) | - | 322 | 323,409 | ‐ | ‐ | (307,429) | ‐ | ‐ | 16,302 |
| Others | 3 | 10,611 | 61 | ‐ | 5,072 | ‐ | ‐ | 76 | 15,820 |
| 3,059,991 | 574,401 | ‐ | 33,032 | (335,932) | (3,077) | 1,412,111 | 4,740,526 | ||
| Accumulated amortization: | |||||||||
| Software | ‐ | (1,013,618) | ‐ | (197,098) | (1,171) | 27,779 | 412 | (103,340) | (1,287,036) |
| Customer contracts | ‐ | ‐ | ‐ | (30,859) | - | ‐ | 330 | (25,239) | (55,768) |
| Distribution rights | ‐ | (110,819) | ‐ | (5,650) | ‐ | (1,449) | - | ‐ | (117,918) |
| Trademark rights | ‐ | (22,997) | ‐ | (2,865) | (1,984) | 257 | ‐ | ‐ | (27,589) |
| Others | ‐ | (4,227) | ‐ | (5,439) | (3,184) | ‐ | ‐ | ‐ | (12,850) |
| (1,151,661) | ‐ | (241,911) | (6,339) | 26,587 | 742 | (128,579) | (1,501,161) | ||
| Intangible assets, net | 1,908,330 | 574,401 | (241,911) | 26,693 | (309,345) | (2,335) | 1,283,532 | 3,239,365 |
| (i) | Refers to R$ 26,693 received in transfer from property, plant and equipment. |
|---|---|
| (ii) | Involves the total amounts of acquisitions made by the Company, including Hidrovias do Brasil (see Note 27.b), MI TRR, and Postos Millenium . |
37
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
a. Goodwill
The remaining net balance of goodwill on the following acquisitions is assessed for impairment annually or more frequently when there is indication that the goodwill might be impaired. The amount is made up of the following acquisitions.
| Segment | 09/30/2025 | 12/31/2024 | |
|---|---|---|---|
| Goodwill on the acquisition of: | |||
| Hidrovias (27.b) | Hidrovias | 360,436 | ‐ |
| Ipiranga (i) | Ipiranga | 276,724 | 276,724 |
| União Terminais | Ultracargo | 211,089 | 211,089 |
| Texaco | Ipiranga | 177,759 | 177,759 |
| Stella | Ultragaz | 103,051 | 103,051 |
| Iconic (CBLSA) | Ipiranga | 69,807 | 69,807 |
| Ultragaz Comercializadora de Energia (27.c) | Ultragaz | 42,260 | 52,038 |
| Temmar | Ultracargo | 43,781 | 43,781 |
| DNP | Ipiranga | 24,736 | 24,736 |
| Repsol | Ultragaz | 13,403 | 13,403 |
| Neogás | Ultragaz | 7,761 | 7,761 |
| Mi TRR | Ipiranga | 5,383 | - |
| Serra Diesel | Ultrapar | 1,413 | 1,413 |
| TEAS | Ultracargo | 797 | 797 |
| 1,338,400 | 982,359 |
(i) Including R$ 246,163 presented as goodwill at the Parent.
The goodwill presented above is based on the expectation of future profitability, supported by appraisal reports, after allocation of the identified assets. In the nine-month period ended September 30, 2025, the Company did not identify any event that indicated the need to carry out an impairment test.
Goodwill from investments in joint ventures and associates is presented under investments, for further information see Note 11.
38
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
a. Breakdown
| Description | Index/Currency | Weighted average financial charges 2025 (p.a.) | Weighted average hedging instruments | Maturity | Consolidated — 09/30/2025 | 12/31/2024 |
|---|---|---|---|---|---|---|
| Foreign currency: | ||||||
| Notes in the foreign market | USD | 5.3% | 142.6 % of DI (*) | 2026 to 2029 | 4,074,138 | 4,710,980 |
| Notes in the foreign market | USD | 5.0% | CDI + 1.6% (**) | 2031 | 926,576 | ‐ |
| Foreign loan | USD | 4.6% | 103.4% of DI | 2025 to 2027 | 749,593 | 691,006 |
| Foreign loan | SOFR + USD | 0.9% | 102.9% of DI | 2026 | 537,371 | ‐ |
| Foreign exchange debentures | EUR | 3.0% | 104.4% of DI | 2027 | 488,117 | ‐ |
| Foreign exchange debentures | USD | 5.3% | 101.7% of DI | 2026 | 328,490 | ‐ |
| Foreign loan | EUR | 4.4% | 109.2% of DI | 2025 | ‐ | 778,147 |
| Foreign loan | JPY | 4.6% | 109.4% of DI | 2025 | ‐ | 501,524 |
| Total in foreign currency | 7,104,285 | 6,681,657 | ||||
| Brazilian Reais: | ||||||
| Debentures – CRA | IPCA | 5.3% | 103.1% of DI | 2025 to 2032 | 2,637,729 | 2,456,111 |
| Debentures | CDI + R$ | 1.0% | n/a | 2026 to 2031 | 2,514,373 | 731,667 |
| Debentures | IPCA | 5.1% | 102.5% of DI | 2028 to 2031 | 1,129,167 | 534,706 |
| CCB | CDI | 103.5% | n/a | 2027 | 803,694 | 1,464,624 |
| Financing | R$ | 14.6% | 106.6% of DI | 2027 | 533,402 | ‐ |
| CDCA | CDI + R$ | 0.9% | n/a | 2027 | 527,372 | 534,374 |
| Debentures – CRA | Fixed rate | 11.2% | 104.3% of DI | 2027 | 508,472 | 477,827 |
| Debentures – CRA | CDI + R$ | 0.7% | n/a | 2027 | 495,245 | 490,971 |
| CDCA | CDI | 109.0% | n/a | 2026 to 2027 | 206,594 | 293,374 |
| Constitutional Fund (FNE) | IPCA | 2.9% | 69.5% of DI | 2028 to 2041 | 189,739 | 114,472 |
| Constitutional Fund (FNO) | IPCA | 3.1% | 70.8% of DI | 2028 to 2037 | 83,625 | ‐ |
| Debentures | IPCA | 6.3% | n/a | 2032 to 2034 | ‐ | 80,048 |
| Climate Fund | R$ | 9.4% | n/a | 2025 to 2040 | 23,446 | ‐ |
| FINEP | TJLP | 1.0% | n/a | 2025 to 2032 | 28,297 | 679 |
| Total in Brazilian Reais | 9,681,155 | 7,178,853 | ||||
| Total in foreign currency and Brazilian Reais | 16,785,440 | 13,860,510 | ||||
| Current | 2,642,037 | 3,478,673 | ||||
| 1 to 2 years | 5,706,770 | 3,257,618 | ||||
| 2 to 3 years | 2,679,164 | 1,557,888 | ||||
| 3 to 4 years | 2,271,802 | 2,062,967 | ||||
| 4 to 5 years | 435,599 | 2,130,651 | ||||
| More than 5 years | 3,050,068 | 1,372,713 | ||||
| Non-current | 14,143,403 | 10,381,837 |
| (*) | Considers a protection instrument for the principal of 52.5% of the DI and for interest DI minus 1.4% for a notional amount of US$ 300 million. Does not include the positive result of the natural hedge strategy through financial investments in US$. |
|---|---|
| (**) | Considers a protection instrument for principal and interest at DI + 1.6% for a notional amount of US$ 50 million. |
39
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
The changes in loans, financing and debentures are shown below:
| Consolidated | |
|---|---|
| Balance as of December 31, 2024 | 13,860,510 |
| Proceeds | 4,960,091 |
| Interest accrued | 976,999 |
| Principal payment | (4,521,892) |
| Interest payment | (845,591) |
| Balance of acquired company (1) | 3,297,191 |
| Monetary variations and foreign exchange variations | (961,739) |
| Change in fair value | 91,148 |
| Gain on bond repurchase | (71,277) |
| Balance as of September 30, 2025 | 16,785,440 |
(i) Involves total amounts of acquisitions made by the Company, including Hidrovias do Brasil (see Note 27.b), MI TRR, and Postos Millenium.
The transaction costs associated with debt issuance were deducted from the balance of the related liability and recognized in profit or loss according to the effective interest rate method. As of September 30, 2025, the amount recognized in profit or loss was R$ 46,804 (R$ 14,190 as of September 30, 2024). The transaction cost incurred was R$ 68,412, of which R$ 11,166 referring to new funding and R$ 57,246 to the initial balance on acquisition of subsidiary. The balance to be recognized in the next periods is R$ 91,522 (R$ 69,914 as of December 31, 2024).
b. Guarantees
As of September 30, 2025, there was R$ 83,625 (R$ 114,472 as of December 31, 2024) in financing that had real guarantees. There was also R$ 15,497,279 (R$ 13,586,936 as of December 31, 2024) in financing without real guarantees, with sureties or promissory notes.
The Company and its subsidiaries offer collateral in the form of letters of guarantee for commercial and legal proceedings in the amount of R$ 99,643 as of September 30, 2025 (R$ 97,947 as of December 31, 2024).
Subsidiary Ipiranga issues collateral to financial institutions in connection with the amounts payable by some of its customers to such institutions, with maximum future settlements related to these guarantees in the amount of R$ 114,094 (R$ 219,700 as of December 31, 2024). If subsidiary Ipiranga is required to make any payment under these collateral arrangements, this subsidiary may recover the amount paid directly from its customers through commercial collection. Until September 30, 2025, subsidiary Ipiranga did not have losses in connection with these collateral arrangements.
40
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
c. Relevant operations contracted in the period
The main operations contracted in the period are shown below:
| Description | Index/ Currency | Financial charges | Hedging instruments | Issuance date | Maturity | Principal | Principal in R$ | Remuneration payment | Nominal amount payment | Company |
|---|---|---|---|---|---|---|---|---|---|---|
| Foreign exchange debentures | USD | 5.3% | 101.7% of DI | Mar/25 | Mar/26 | USD 60,269 | 350,000 | At final maturity | At final maturity | Ultracargo Logística |
| Foreign loan | SOFR + USD | 0.9% | 102.9% of DI | Feb/25 | Feb/26 | USD 100,000 | 577,800 | Quarterly | At final maturity | Cia Ultragaz |
| CCB | CDI | 104.0% | N/A | Mar/25 | Mar/27 | R$ 360,000 | 360,000 | Quarterly | At final maturity | Cia Ultragaz |
| Constitutional Fund (FNE) | IPCA | 2.9% | 69.7% of DI | Feb/25 | Nov/41 | R$ 100,976 | 100,976 | Monthly with grace period | 2028 to 2041 | Ultracargo Logística |
| Constitutional Fund (FNO) | IPCA | 3.1% | 70.8% of DI | Apr/25 | Feb/37 | R$ 106,430 | 106,430 | Monthly | Monthly after a 3-year grace period | Ultracargo Soluções Logísticas |
| Foreign loan | USD | 4.7% | 103.8% of DI | Apr/25 | Apr/26 | USD 86,956 | 500,000 | At final maturity | At final maturity | Ipiranga |
| BNDES | R$ | 9.4% | 72.9% of DI | May/25 | Mar/40 | R$ 11,499 | 11,499 | Monthly | Monthly after a 3-month grace period | Ultragaz Energia Ltda. and subsidiaries |
| BNDES | R$ | 9.4% | 72.9% of DI | May/25 | Mar/40 | R$ 11,499 | 11,499 | Monthly | Monthly after a 3-month grace period | Ultragaz Energia Ltda. and subsidiaries |
| Foreign exchange debentures | EUR | 3.0% | 104.0% of DI | Jun/25 | Feb/37 | EUR 77,535 | 500,000 | Annually | At final maturity | Ipiranga |
| Foreign loan | R$ | 14.6% | 106.6% of DI | Jun/25 | Oct/27 | R$ 500,000 | 500,000 | Annually | At final maturity | Ipiranga |
| Debentures | CDI | 0.5% | N/A | Jun/25 | Jun/28 | R$ 400,000 | 400,000 | Semiannually | At final maturity | Hidrovias |
| Debentures | CDI | 0.8% | N/A | Jun/25 | Jun/31 | R$ 982,000 | 982,000 | Semiannually | At final maturity | Hidrovias |
| Foreign loan | USD | 5.5% | 108.8% of DI | Sept/25 | Mar/27 | USD 4,718 | 25,000 | Semiannually | At final maturity | Serra Diesel |
| Foreign loan | USD | 4.9% | 102.4% of DI | Sept/25 | Mar/27 | USD 46,818 | 250,000 | Semiannually | At final maturity | Cia Ultragaz |
d. Covenants – Subsidiary Hidrovias
Financial Covenant linked to Debenture contracts
Hidrovias, through the 1st and 2nd Debenture Issuances, has a financial covenant of leverage (“net debt to EBITDA”), calculated on a consolidated basis and which must be equal to or less than 4.5x in 2022, (b) 4.0x between January 1, 2023 and December 2023 and (c) 3.5x from January 1, 2024 until the maturity date of the respective issues.
Failure to comply with the covenant does not accelerate the debt repayment and is not considered default. However, Hidrovias now has restrictions on raising new debts beyond those permitted by the covenants of the indenture of issuance and is restricted from paying the minimum mandatory dividends set forth by its Bylaws. Hidrovias does not expect any short- or medium-term impacts on its operations and believes it will not need additional loans or working capital beyond those already permitted by the covenants of the Indentures of Debenture Issuances to comply with its obligations.
On September 30, 2025, Hidrovias was above the mentioned ratios, not being allowed to issue new debts or distribute dividends above the minimum mandatory dividend as established in the Bylaws.
41
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
a. Trade payables
| 09/30/2025 | 12/31/2024 | |
|---|---|---|
| Domestic suppliers | 2,224,859 | 2,558,813 |
| Trade payables - domestic related parties (see Note 8.b) | 46,244 | 23,432 |
| Foreign suppliers | 1,026,776 | 776,052 |
| Trade payables - foreign related parties (see Note 8.b) | 115,255 | 160,088 |
| 3,413,134 | 3,518,385 |
b. Trade payables - reverse factoring
As of September 30, 2025, there are no balances of trade payables – reverse factoring, and the balance of this account as of December 31, 2024 was R$ 1,014,504.
a. Post-employment benefits (Consolidated)
Some subsidiaries recognized a provision for post-employment benefits mainly related to seniority bonus, payment of FGTS, and health, dental care, and life insurance plans for eligible retirees.
The amounts related to such benefits are based on an annual valuation conducted by an independent actuary and reviewed by Management.
| 09/30/2025 | 12/31/2024 | |
|---|---|---|
| Health and dental care plan (1) | 186,955 | 177,958 |
| Indemnification of FGTS | 36,131 | 32,420 |
| Seniority bonus | 1,987 | 1,795 |
| Life insurance (2) | 11,554 | 10,703 |
| Total | 236,627 | 222,876 |
| Current | 24,098 | 24,098 |
| Non-current | 212,529 | 198,778 |
| (1) | Applicable to Ipiranga , Tropical (merged into Ipiranga ) and Iconic. |
|---|---|
| (2) | Applicable to Ipiranga , Tropical (merged into Ipiranga ), Ultragaz and Ultrapar . |
42
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
a. Provisions for tax, civil and labor risks
The Company and its subsidiaries are parties to tax, civil and labor disputes at the administrative and judicial levels. The table below presents the breakdown of provisions by nature and their changes:
| Provisions | Balance as of December 31, 2024 | Additions | Reversals | Payments | Interest | Opening balance – acquisition of subsidiary ( i ) | Balance as of September 30, 2025 |
|---|---|---|---|---|---|---|---|
| IRPJ and CSLL | 32,946 | 289 | (12,784) | (291) | 277 | ‐ | 20,437 |
| Tax and social security | 202,465 | 7,278 | (44,096) | (31,274) | 3,918 | 58,466 | 196,757 |
| Civil, environmental and regulatory claims | 161,972 | 109,022 | (2,663) | (27,083) | 86 | 27,417 | 268,751 |
| Provision for indemnities | 206,808 | 13,447 | (63,967) | (10,026) | 2,958 | ‐ | 149,220 |
| Labor | 54,169 | 9,724 | (10,841) | (3,675) | 782 | 9,545 | 59,704 |
| Total | 658,360 | 139,760 | (134,351) | (72,349) | 8,021 | 95,428 | 694,869 |
| Current | 47,788 | 66,818 | |||||
| Non-current | 610,572 | 628,051 |
(i) On May 8, 2025, the Company acquired the control of Hidrovias; for further details, see Note 27.b.
Balance of escrow deposits by nature are as follows:
| 09/30/2025 | 12/31/2024 | |
|---|---|---|
| Tax | 410,641 | 306,593 |
| Labor | 20,944 | 24,070 |
| Civil, environmental and regulatory claims | 48,965 | 115,413 |
| 480,550 | 446,076 |
In the period ended September 30, 2025, the monetary variation on escrow deposits amounted to R$ 34,081, recorded as financial income in the statement of income for the period.
Regarding the provision for indemnities, as a result of the sale of Oxiteno, completed on April 1, 2022, Ultrapar assumed contractual liability for losses related to acts prior to the closing of the transaction. Thus, the provision for the reimbursement to Indorama was recorded, in the event the losses materialize, in the amount of R$ 110,815 as of September 30, 2025 (R$ 174,408 as of December 31, 2024), of which R$ 34,259 (R$ 95,274 as of December 31, 2024) for labor claims, R$ 28,605 (R$ 26,074 as of December 31, 2024) for civil claims and R$ 47,950 (R$ 53,060 as of December 31, 2024) for tax claims.
Regarding the sale of Extrafarma, completed on August 1, 2022, whose liability for losses prior to the transaction was assumed by subsidiary Ipiranga, the provision for reimbursement to Pague Menos, in the event the losses materialize, totaled R$ 38,404 as of September 30, 2025 (R$ 32,400 as of December 31, 2024), of which R$ 13,273 (R$12,074 as of December 31, 2024) for labor claims, R$ 7,587 (R$7,007 as of December 31, 2024) for civil claims and R$ 17,543 (R$ 13,319 as of December 31, 2024) for tax claims.
43
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
b. Contingent liabilities (possible)
The Company and its subsidiaries are parties to administrative and legal proceedings for tax, civil and labor claims which, based on the assessment of the legal departments and the advice of external legal advisors, were classified as a possible loss. Due to this classification, no provision for these contingencies was recorded in the interim financial information.
The contingent liabilities, classified as possible loss, by nature are as follows:
| Contingent liabilities (possible) | 09/30/2025 | 12/31/2024 |
|---|---|---|
| Tax (b.1) | 6,119,873 | 4,176,046 |
| Civil (b.2) | 846,345 | 815,203 |
| Labor | 367,584 | 293,938 |
| 7,33 3 ,802 | 5,285,187 |
b.1 Contingent tax liabilities
The Company and its subsidiaries are also parties to administrative and legal proceedings involving IRPJ, CSLL, PIS and COFINS, mainly related to denial of offset claims and disallowance of tax credits. The total amount of these contingencies was R$ 3,608,560 as of September 30, 2025 (R$ 2,386,927 as of December 31, 2024).
Additionally, subsidiary Ipiranga and its subsidiaries have legal proceedings related to discussions of ICMS, in the consolidated amount of R$ 1,852,550 as of September 30, 2025 (R$ 1,357,445 as of December 31, 2024). The main discussions include: i) credits considered undue in the amount of R$ 230,198 as of September 30, 2025 (R$ 94,640 as of December 31, 2024), ii) alleged non-payment of tax in the amount of R$ 440,566 as of September 30, 2025 (R$ 154,914 as of December 31, 2024); iii) conditioned fruition of tax incentive in the amount of R$ 242,029 as of September 30, 2025 (R$ 191,549 as of December 31, 2024); iv) inventory differences in the amount of R$ 226,471 as of September 30, 2025 (R$ 279,448 as of December 31, 2024); v) 2% surcharge on products considered non-essential (hydrated ethanol) in the amount of R$ 239,269 as of September 30, 2025 (R$ 223,691 as of December 31, 2024).
In addition, subsidiary Ipiranga and its subsidiaries are discussing the offset of excise tax (“IPI”) credits related to raw materials used in the manufacturing of products subject to taxation, which were subsequently sold and were not subject to IPI under the tax immunity, in the amount of R$ 206,361 as of September 30, 2025 (R$ 194,508 as of December 31, 2024). On April 9, 2025, the Superior Court of Justice, under the repetitive appeals regime, ruled on the discussion (Theme 1247) in favor of the taxpayers.
Of the remaining amount of possible tax proceedings, R$ 143,763 refers to Hidrovias as of September 30, 2025, and R$ 308,639 relates to other ongoing proceedings of the Company and its subsidiaries.
44
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
b.2 Contingent civil liabilities
The Company and its subsidiaries have contingent liabilities for civil, environmental and regulatory claims in the amount of R$ 846,345 as of September 30, 2025 (R$ 815,203 as of December 31, 2024), mainly represented by the following proceedings involving subsidiary Cia. Ultragaz: (i) administrative proceedings filed by CADE, referring to alleged anti-competitive practices in municipalities in the Triângulo Mineiro region in 2001. At the administrative level, Cia. Ultragaz was ordered to pay a fine, in the updated amount of R$ 39,067 as of September 30, 2025 (R$ 38,005 as of December 31, 2024). The imposition of such administrative decision was suspended by a court order and its merit is being judicially reviewed; and (ii) lawsuits filed by resellers, who are seeking indemnity, in addition to the nullity and termination of distribution contracts, totaling R$ 88,602 as of September 30, 2025 (R$ 187,460 as of December 31, 2024).
c. Lubricants operation between Ipiranga and Chevron
The provisions of shareholder Chevron’s liability amount to R$ 62,292 (R$ 36,146 as of December 31, 2024), for which an indemnification asset was recorded, comprising R$ 195 as of September 30, 2025 (R$ 32,380 as of December 31, 2024) for tax claims, R$ 58,443 for civil claims (R$ 220 as of December 31 2024) and R$ 3,654 (R$ 3,545 as of December 31, 2024) for labor claims.
Additionally, due to a business combination, on December 1, 2017, a provision of R$ 198,900 was recorded relating to contingent liabilities and an indemnification asset in the same amount was recognized, with a current balance of R$ 88,512 as of September 30, 2025 (R$ 89,952 as of December 31, 2024). The amounts of provisions and contingent liabilities related to the business combination and the liability of the shareholder Chevron will be reimbursed to subsidiary Iconic in the event of losses without the need to recognize an allowance for expected credit losses.
Because of the association between the Company and Extrafarma on January 31, 2014, 7 subscription warrants – indemnification were issued, corresponding to up to 6,411,244 shares of the Company.
On February 28, 2024, August 7, 2024, February 26, 2025 and August 13, 2025, the Board of Directors confirmed the issuance of 191,778, 35,235, 67,679 and 342,691, respectively, common shares within the authorized capital limit provided by article 6 of the Company’s Bylaws, due to the partial exercise of the rights conferred by the subscription warrants.
As set out in the association agreement between the Company and Extrafarma of January 31, 2014 and due to the unfavorable decisions on some lawsuits with triggering events prior to January 31, 2014, 792,065 shares linked to the subscription warrants – indemnification were canceled and not issued. As of September 30, 2025, R$ 17,077 was recorded as financial expense (financial income of R$ 15,625 as of September 30, 2024) due to the update of subscription warrants, and 2,579,497 shares linked to subscription warrants – indemnification remain retained, which may be issued or canceled depending on whether the final decisions on the lawsuits will be favorable or unfavorable, being the maximum number of shares that can be issued in the future, totaling R$ 56,672 (R$ 47,745 as of December 31, 2024).
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
a. Share capital
As of September 30, 2025, the subscribed and paid-up capital consists of 1,115,849,873 common shares with no par value (1,115,439,503 as of December 31, 2024), and the issuance of preferred shares and participation certificates is prohibited. Each common share entitles its holder to one vote at Shareholders’ Meetings.
On February 26, 2025, the Board of Directors confirmed the issuance of 67,679 common shares within the authorized capital limit provided by art. 6 of the Company's Bylaws, due to the partial exercise of the rights conferred by the subscription warrants issued by the Company at the time of the merger of all Extrafarma shares into the Company, approved by the Company’s Extraordinary General Meeting held on January 31, 2014.
On April 16, 2025 the Ordinary General Meeting approved the increase in the Company's capital in the total amount of R$ 1,365,348, without the issuance of shares, through the incorporation into the share capital of part of the amounts recorded in the statutory reserve for investments.
On August 13, 2025, the Board of Directors confirmed the issuance of 342,691 common shares within the authorized capital limit provided by art. 6 of the Company's Bylaws, due to the partial exercise of the rights conferred by the subscription warrants issued by the Company at the time of the merger of all Extrafarma shares into the Company, approved by the Company’s Extraordinary General Meeting held on January 31, 2014.
The price of the Company-issued shares on B3 as of September 30, 2025 was R$ 21.97 (R$ 15.88 as of December 31, 2024).
As of September 30, 2025, there were 70,252,989 common shares outstanding abroad in the form of ADRs (65,757,889 shares as of December 31, 2024).
b. Equity instrument granted
The Company has a share-based incentive plan, which establishes the general terms and conditions for the concession of common shares issued by the Company and held in treasury (see Note 8.d). As of September 30, 2025, the balance of treasury shares granted with right of use was 18,200,012 common shares (14,083,439 as of December 31, 2024).
c. Treasury shares
The Company acquired its own shares at market prices, without capital reduction, to be held in treasury and to be subsequently disposed of or cancelled, in accordance with CVM Resolutions 2/20 and 77/22.
On November 28, 2024, the Company's Board of Directors approved a buyback program of shares issued by the Company, effective for twelve months starting on December 2, 2024 and limited to a maximum of 25,000,000 common shares, which was completed on July 29, 2025. In 2024, 8,900,000 shares were acquired at an average cost of R$ 16.74 per share and, in 2025, 16,100,000 shares were acquired at an average cost of R$ 16.58 per share.
As of September 30, 2025, the balance was R$ 826,914 (R$ 596,400 as of December 31, 2024) and 29,194,512 common shares (19,283,471 as of December 31, 2024) were held unrestricted in the Company's treasury, acquired at an average cost of R$ 17.45 per share.
| 09/30/2025 | |
|---|---|
| Balance of unrestricted shares held in treasury | 29,194,512 |
| Balance of treasury shares granted with right of use | 18,200,012 |
| Total balance of treasury shares as of September 30, 2025. | 47,394,524 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
d. Capital reserve
The capital reserve reflects the gain or loss on the disposal of shares for concession of usufruct to executives of the Company's subsidiaries, when the plan is finalized, as mentioned in Note 8.d., because of the association with Extrafarma in 2014, the Company recognized an increase in the capital reserve in the amount of R$ 498,812, due to the difference between the value attributed to share capital and the market value of the Ultrapar shares on the date of issuance, less R$ 2,260 related to the costs for the issuance of these shares. Additionally, on February 28, 2024, August 7, 2024, February 26, 2025 and August 13, 2025, there was an increase in the reserve in the amounts of R$ 5,631, R$ 821, R$ 1,126 and R$ 6,737, respectively, due to the partial exercise of the subscription warrants – indemnification (see Note 19).
e. Approval of dividends
On February 26, 2025, the Board of Directors approved the distribution of dividends in the amount of R$ 493,301 (R$ 0.45 per share), paid on March 14, 2025, without remuneration or monetary variation. Of this amount, R$ 285,180 (R$0.26 per share) refer to minimum mandatory dividends and R$ 208,121 (R$0.19 per share) to additional dividends to the minimum mandatory dividends. The distribution of dividends was ratified by the shareholders at the Ordinary and Extraordinary General Meeting on April 16, 2025.
On August 13, 2025, the Board of Directors approved the distribution of interim dividends in the amount of R$ 326,005 (R$ 0.30 per share), paid as from August 29, 2025, without remuneration or monetary variation.
| 09/30/2025 | 09/30/2024 | |
|---|---|---|
| Sales revenue: | ||
| Merchandise | 105,125,179 | 100,791,943 |
| Services rendered and others | 2,481,520 | 1,330,417 |
| Electricity (1) | 536,993 | ‐ |
| Sales returns, rebates and discounts | (765,919) | (836,236) |
| Amortization of contract assets | (339,336) | (402,804) |
| 107,038,437 | 100,883,320 | |
| Taxes on sales | (2,620,277) | (2,785,799) |
| Net revenue | 104,418,160 | 98,097,521 |
(1) Refers to revenue from the sale of electricity of subsidiary Ultragaz Comercializadora, acquired by Ultragaz in 2024. For further information, see Note 27.c.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
The Company presents its results by nature in the consolidated statement of income and details below its costs, expenses and other operating results by nature:
| Parent — 09/30/2025 | 09/30/2024 | Consolidated — 09/30/2025 | 09/30/2024 | |
|---|---|---|---|---|
| Raw materials and materials for use and consumption | ‐ | ‐ | (95,421,037) | (90,182,122) |
| Personnel expenses | (210,315) | (179,817) | (2,088,533) | (1,910,863) |
| Freight and storage | - | ‐ | (901,538) | (996,055) |
| Depreciation and amortization | (11,199) | (11,715) | (883,638) | (673,806) |
| Services provided by third parties | (66,491) | (55,285) | (531,881) | (532,272) |
| Purchase of electricity (a) | ‐ | ‐ | (451,094) | ‐ |
| Decarbonization obligation (b) | ‐ | ‐ | (307,123) | (441,813) |
| Amortization of right-of-use assets | (2,188) | (2,101) | (266,781) | (230,157) |
| Advertising and marketing | (1,807) | (1,472) | (138,914) | (153,867) |
| Other expenses and income, net (c) | 30,214 | 7,792 | 345,541 | (121,461) |
| Shared Services Center/Holding expenses | 275,245 | 233,160 | ‐ | ‐ |
| Total | 13,459 | (9,438) | (100,644,998) | (95,242,416) |
| Classified as: | ||||
| Cost of products and services sold | ‐ | ‐ | (97,651,246) | (91,646,046) |
| Selling and marketing | ‐ | ‐ | (1,853,859) | (1,884,131) |
| General and administrative | (38,302) | (36,355) | (1,626,953) | (1,374,833) |
| Other operating income (expenses), net | 51,761 | 26,917 | 487,060 | (337,406) |
| Total | 13,459 | (9,438) | (100,644,998) | (95,242,416) |
| (a) | Refers to the purchase of electricity of subsidiary Ultragaz Comercializadora, acquired by Ultragaz in 2024. For further information, see Note 27.c. |
|---|---|
| (b) | Refers to the obligation established by the RenovaBio program to meet decarbonization targets for the gas and oil sector. The amounts are presented in Other operating income (expenses), net. |
| (c) | Include extemporaneous credits recognized in the period of R$ 672,572, see Note 7. |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
| Parent — 09/30/2025 | 09/30/2024 | Consolidated — 09/30/2025 | 09/30/2024 | |
|---|---|---|---|---|
| Financial income: | ||||
| Interest on financial investments | 35,421 | 17,992 | 518,195 | 397,209 |
| Interest from customers | ‐ | ‐ | 118,597 | 125,068 |
| Update of subscription warrants (see Note 19) | ‐ | 15,625 | ‐ | 15,625 |
| Selic interest on PIS/COFINS credits (a) | ‐ | 3 | 543,825 | 43,032 |
| Update of provisions and other income | 5,063 | 14,671 | 14,085 | 80,654 |
| 40,484 | 48,291 | 1,194,702 | 661,588 | |
| Financial expenses: | ||||
| Interest on loans, financing and financial instruments | (1,149) | (911) | (1,651,355) | (927,726) |
| Interest on leases payable | (514) | (597) | (110,133) | (100,548) |
| Update of subscription warrants (see Note 19) | (17,077) | ‐ | (17,077) | ‐ |
| Bank charges, financial transactions tax, and other taxes | (443) | (12,627) | (112,919) | (105,905) |
| Foreign exchange variations, net of gain (loss) on derivative financial instruments | ‐ | 1,624 | 149,976 | (117,428) |
| Update of provisions and other expenses | (135) | (8,137) | (65,604) | (6,759) |
| (19,318) | (20,648) | (1,807,112) | (1,258,366) | |
| Total | 21,166 | 27,643 | (612,410) | (596,778) |
(a) Include the result of financial income arising from extemporaneous credits recognized in the period of R$ 480,318, see Note 7.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
The table below presents a reconciliation of numerators and denominators used in computing earnings per share. The Company has a stock plan and subscription warrants, as mentioned in Notes 8.d and 19, respectively.
| 07/01/2025 to 09/30/2025 — Continuing Operations | Discontinued Operations | Total | 01/01/2025 to 09/30/2025 — Continuing Operations | Discontinued Operations | Total | 07/01/2024 to 09/30/2024 | 01/01/2024 to 09/30/2024 | |
|---|---|---|---|---|---|---|---|---|
| Basic earnings per share | ||||||||
| Net income for the year of the Company | 710,984 | (1,796) | 709,188 | 2,143,327 | (12,929) | 2,130,398 | 651,582 | 1,520,971 |
| Weighted average number of shares outstanding (in thousands) | 1,086,560 | 1,086,560 | 1,086,560 | 1,089,584 | 1,089,584 | 1,089,584 | 1,103,872 | 1,102,117 |
| Basic earnings per share - R$ | 0.6543 | (0.0017) | 0.6527 | 1.9671 | (0.0119) | 1.9552 | 0.5903 | 1.3800 |
| Diluted earnings per share | ||||||||
| Net income for the year of the Company | 710,984 | (1,796) | 709,188 | 2,143,327 | (12,929) | 2,130,398 | 651,582 | 1,520,971 |
| Weighted average number of outstanding shares (in thousands), including dilution effects | 1,107,587 | 1,107,587 | 1,107,587 | 1,109,329 | 1,109,329 | 1,109,329 | 1,119,907 | 1,117,011 |
| Diluted earnings per share - R$ | 0.6419 | (0.0016) | 0.6403 | 1.9321 | (0.0117) | 1.9204 | 0.5818 | 1.3616 |
| Weighted average number of shares (in thousands) | ||||||||
| Weighted average number of shares for basic earnings per share | ‐ | ‐ | 1,086,560 | ‐ | ‐ | 1,089,584 | 1,103,872 | 1,102,117 |
| Dilution effect | ||||||||
| Subscription warrants | ‐ | ‐ | 2,808 | ‐ | ‐ | 2,895 | 3,040 | 3,065 |
| Stock plan | ‐ | ‐ | 18,219 | ‐ | ‐ | 16,850 | 12,995 | 11,829 |
| Weighted average number of shares for diluted earnings per share | ‐ | ‐ | 1,107,587 | ‐ | ‐ | 1,109,329 | 1,119,907 | 1,117,011 |
Earnings per share were adjusted retrospectively by the issuance of 3,266,694 common shares due to the partial exercise of the rights conferred by the subscription warrants disclosed in Note 19.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
The segments shown in these financial statements are strategic business units supplying different products and services. Intersegment sales are made considering the conditions negotiated between the parties.
The main segments are presented in the table below:
| Segment | Main activities |
|---|---|
| Ultragaz | Distribution of liquefied petroleum gas (LPG) in the segments: bulk, comprising condominiums, trade, services, industries and agribusiness; and bottled, mainly comprising residential consumers. To expand the offer of energy solutions to its customers, the company also operates in the segments of renewable energy solutions and compressed natural gas. |
| Ipiranga | Distribution and sale of oil-related products, biofuels and similar products (gasoline, ethanol, diesel, fuel oil, kerosene, natural gas for vehicles, and lubricants) to service stations that operate under the Ipiranga brand throughout Brazil and to major consumers and carrier-reseller-retailer (TRRs), as well as in the convenience stores and automotive services segments. |
| Ultracargo | Operates in specialized liquid bulk storage solutions in the main logistics centers of Brazil. |
| Hidrovias (1) | Operations in logistics solutions and waterway and multimodal infrastructure, in Brazil and abroad. |
(1) As of May 2025, through the acquisition of control according to Note 27.b, the Company began to report Hidrovias as a new operating segment.
a. Geographic area information
The subsidiaries generate revenue from operations in Brazil, as well as from exports of products and services to foreign customers, as disclosed below:
| 09/30/2025 | 09/30/2024 | |
|---|---|---|
| Net revenue from sales and services: | ||
| Brazil | 102,845,078 | 97,416,446 |
| Europe | 97,037 | 46,818 |
| United States of America and Canada | 577,326 | 352,865 |
| Other Latin American countries | 332,082 | 174,988 |
| Oceania | 411,900 | - |
| Others | 154,737 | 106,404 |
| Total | 104,418,160 | 98,097,521 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
b. Financial information related to segments
The main financial information of each of the continuing operations of the Company’s segments is as follows.
| 09/30/2025 — Profit or loss | Ipiranga | Ultragaz | Ultracargo | Hidrovias (3) | Others (1) (2) | Subtotal Segments | Eliminations | Total |
|---|---|---|---|---|---|---|---|---|
| Transactions with third parties | 93,504,816 | 9,198,054 | 638,403 | 1,076,056 | 831 | 104,418,160 | ‐ | 104,418,160 |
| Intersegment transactions | 136 | 946 | 121,469 | ‐ | 5,993 | 128,544 | (128,544) | ‐ |
| Cost of products and services sold | (89,448,697) | (7,406,541) | (323,055) | (596,231) | ‐ | (97,774,524) | 123,278 | (97,651,246) |
| Gross profit | 4,056,255 | 1,792,459 | 436,817 | 479,825 | 6,824 | 6,772,180 | (5,266) | 6,766,914 |
| Operating income (expenses) | ||||||||
| Selling and marketing | (1,378,941) | (474,243) | (6,463) | 332 | ‐ | (1,859,315) | 5,456 | (1,853,859) |
| General and administrative | (847,098) | (305,925) | (121,920) | (153,490) | (202,569) | (1,631,002) | 4,049 | (1,626,953) |
| Gain (loss) on disposal of assets | 46,720 | (16,560) | 39 | 3,799 | 7 | 34,005 | ‐ | 34,005 |
| Other operating income (expenses), net | 405,912 | 21,140 | 10,042 | (380) | 50,346 | 487,060 | ‐ | 487,060 |
| Operating income (loss) | 2,282,848 | 1,016,871 | 318,515 | 330,086 | (145,392) | 3,802,928 | 4,239 | 3,807,167 |
| Share of profit (loss) of subsidiaries, joint ventures and associates | (15,765) | 1,351 | 2,480 | (67,161) | (36,631) | (115,726) | ‐ | (115,726) |
| Amortization of fair value adjustments on associates acquisition | ‐ | ‐ | (1,208) | ‐ | ‐ | (1,208) | ‐ | (1,208) |
| Gain on acquisition of control of associate | ‐ | ‐ | ‐ | 91,105 | ‐ | 91,105 | ‐ | 91,105 |
| Total share of profit (loss) of subsidiaries, joint ventures and associates | (15,765) | 1,351 | 1,272 | 23,944 | (36,631) | (25,829) | ‐ | (25,829) |
| Income (loss) before financial result and income and social contribution taxes | 2,267,083 | 1,018,222 | 319,787 | 354,030 | (182,023) | 3,777,099 | 4,239 | 3,781,338 |
| Depreciation and amortization (a) | 347,698 | 247,209 | 95,708 | 170,237 | 13,592 | 874,444 | (4,429) | 870,015 |
| Amortization of contractual assets with customers - exclusivity rights | 339,335 | 1 | ‐ | ‐ | ‐ | 339,336 | ‐ | 339,336 |
| Amortization of right-of-use assets | 161,203 | 57,528 | 24,427 | 21,437 | 2,186 | 266,781 | ‐ | 266,781 |
| Amortization of fair value adjustments on associates acquisition | ‐ | ‐ | 1,208 | ‐ | ‐ | 1,208 | ‐ | 1,208 |
| Total depreciation and amortization | 848,236 | 304,738 | 121,343 | 191,674 | 15,778 | 1,481,769 | (4,429) | 1,477,340 |
| (a) | The amount is net of PIS and COFINS on depreciation in the amount of R$ 13,623. |
|---|---|
| (1) | Includes in the line “General and administrative and Revenue from sale of goods” the amount of R$ 158,844 in 2025 (R$ 123,048 in 2024) of expenses related to Ultrapar's holding structure. |
| (2) | The “Others” column refers to the parent Ultrapar and subsidiaries Imaven , Ultrapar International, UVC Investimentos and share of profit (loss) of joint venture RPR and subsidiary Hidrovias . |
| (3) | The “ Hidrovias ” segment is composed of Hidrovias (HBSA3) and its parent company Ultra Logística , direct subsidiary of Ultrapar , and therefore, the reported numbers may contain differences with the numbers reported by Hidrovias (HBSA3). |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
| 09/30/2024 — Profit or loss | Ipiranga | Ultragaz | Ultracargo | Others (1) (2) | Subtotal Segments | Eliminations | Total |
|---|---|---|---|---|---|---|---|
| Transactions with third parties | 89,177,796 | 8,220,008 | 638,927 | 5,925 | 98,042,656 | ‐ | 98,042,656 |
| Intersegment transactions | 61,443 | 844 | 153,803 | 1,126 | 217,216 | (162,351) | 54,865 |
| Cost of products and services sold | (84,941,712) | (6,574,638) | (284,811) | ‐ | (91,801,161) | 155,115 | (91,646,046) |
| Gross profit | 4,297,527 | 1,646,214 | 507,919 | 7,051 | 6,458,711 | (7,236) | 6,451,475 |
| Operating income (expenses) | |||||||
| Selling and marketing | (1,447,715) | (430,650) | (8,356) | (11) | (1,886,732) | 2,601 | (1,884,131) |
| General and administrative | (842,272) | (249,141) | (127,150) | (165,336) | (1,383,899) | 9,066 | (1,374,833) |
| Gain (loss) on disposal of assets | 104,266 | 1,061 | (36) | 70 | 105,361 | ‐ | 105,361 |
| Other operating income (expenses), net | (398,235) | 37,252 | 11,366 | 12,211 | (337,406) | ‐ | (337,406) |
| Operating income (loss) | 1,713,571 | 1,004,736 | 383,743 | (146,015) | 2,956,035 | 4,431 | 2,960,466 |
| Share of profit (loss) of subsidiaries, joint ventures and associates | (5,384) | 572 | 2,420 | (4,578) | (6,970) | ‐ | (6,970) |
| Amortization of fair value adjustments on associates acquisition | ‐ | ‐ | (2,089) | ‐ | (2,089) | ‐ | (2,089) |
| Total share of profit (loss) of subsidiaries, joint ventures and associates | (5,384) | 572 | 331 | (4,578) | (9,059) | ‐ | (9,059) |
| Income (loss) before financial result and income and social contribution taxes | 1,708,187 | 1,005,308 | 384,074 | (150,593) | 2,946,976 | 4,431 | 2,951,407 |
| Depreciation and amortization (a) | 335,703 | 209,152 | 89,625 | 14,106 | 648,586 | (4,431) | 644,155 |
| Amortization of contractual assets with customers - exclusivity rights | 401,808 | 996 | ‐ | ‐ | 402,804 | ‐ | 402,804 |
| Amortization of right-of-use assets | 158,042 | 47,590 | 22,397 | 2,128 | 230,157 | ‐ | 230,157 |
| Amortization of fair value adjustments on associates acquisition | ‐ | ‐ | 2,090 | ‐ | 2,090 | ‐ | 2,090 |
| Total depreciation and amortization | 895,553 | 257,738 | 114,112 | 16,234 | 1,283,637 | (4,431) | 1,279,206 |
(a) The amount is net of PIS and COFINS on depreciation in the amount of R$ 29,652.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
c. Assets by segment
| 09/30/2025 — Assets | Ipiranga | Ultragaz | Ultracargo | Hidrovias (1) | Others (2) | Subtotal Segments | Discontinued operations | Total |
|---|---|---|---|---|---|---|---|---|
| Investments | 124,844 | 4,900 | 238,483 | 25,414 | 3,343 | 396,984 | 108,667 | 505,651 |
| Property, plant and equipment | 3,324,011 | 1,601,097 | 2,503,352 | 4,646,060 | 130,416 | 12,204,936 | (375,992) | 11,828,944 |
| Intangible assets | 1,113,278 | 325,185 | 286,201 | 1,405,829 | 271,708 | 3,402,201 | (162,836) | 3,239,365 |
| Right-of-use assets | 837,932 | 178,686 | 617,686 | 286,217 | 6,523 | 1,927,044 | ‐ | 1,927,044 |
| Other current and non-current assets | 19,759,353 | 2,387,398 | 398,712 | 2,358,480 | 2,729,562 | 27,633,505 | (278,925) | 27,354,580 |
| Assets held for sale | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 709,086 | 709,086 |
| Total assets (excluding intersegment transactions) | 25,159,418 | 4,497,266 | 4,044,434 | 8,722,000 | 3,141,552 | 45,564,670 | ‐ | 45,564,670 |
| 12/31/2024 — Assets | Ipiranga | Ultragaz | Ultracargo | Others (2) | Total | Subtotal Segments |
|---|---|---|---|---|---|---|
| Investments | 146,450 | 1,042 | 216,134 | 1,785,007 | 2,148,633 | 2,148,633 |
| Property, plant and equipment | 3,282,469 | 1,566,376 | 2,157,663 | 129,458 | 7,135,966 | 7,135,966 |
| Intangible assets | 1,017,405 | 333,652 | 283,598 | 273,675 | 1,908,330 | 1,908,330 |
| Right-of-use assets | 911,783 | 152,024 | 599,853 | 7,664 | 1,671,324 | 1,671,324 |
| Other current and non-current assets | 20,944,583 | 2,156,708 | 393,368 | 3,199,162 | 26,693,821 | 26,693,821 |
| Total assets (excluding intersegment transactions) | 26,302,690 | 4,209,802 | 3,650,616 | 5,394,966 | 39,558,074 | 39,558,074 |
| (1) | The “Hidrovias” column is composed of Hidrovias and its parent company Ultra Logística, a direct subsidiary of Ultrapar, which is not part of Hidrovias segment, and therefore, the reported numbers may contain differences with the numbers reported by Hidrovias. |
|---|---|
| (2) | The “Others” column refers to the parent Ultrapar and subsidiaries Imaven, Ultrapar International, UVC Investimentos and share of profit (loss) of joint venture RPR. |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
Classes and categories of financial instruments and their fair values
The balances of financial instrument assets and liabilities and the measurement criteria are presented in accordance with the following categories:
| (a) | Level 1 – prices negotiated (without adjustment) in active markets for identical assets or liabilities; |
|---|---|
| (b) | Level 2 – inputs other than prices negotiated in active markets included in Level 1 and observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and |
| (c) | Level 3 - inputs for assets or liabilities that are not based on observable market variables (unobservable inputs). |
| September 30, 2025 | Note | Level | Carrying value — Measured at fair value through profit or loss | Measured at amortized cost | Carrying value — Total | Fair value |
|---|---|---|---|---|---|---|
| Financial assets: | ||||||
| Cash and cash equivalents | ||||||
| Cash and banks | 4.a | ‐ | 810,262 | 810,262 | 810,262 | |
| Securities and funds in local currency | 4.a | ‐ | 1,007,837 | 1,007,837 | 1,007,837 | |
| Securities and funds in foreign currency | 4.a | ‐ | 715,951 | 715,951 | 715,951 | |
| Financial investments | ||||||
| Securities and funds in local currency | 4.b | Level 2 | 1,486,281 | ‐ | 1,486,281 | 1,486,281 |
| Securities and funds in foreign currency | 4.b | ‐ | 2,612,573 | 2,612,573 | 2,612,573 | |
| Derivative financial instruments | ‐ | ‐ | ‐ | ‐ | ||
| Financial | 26.f | Level 2 | 735,273 | ‐ | 735,273 | 735,273 |
| Operational | 26.f | Level 2 | 100,857 | ‐ | 100,857 | 100,857 |
| Energy trading futures contracts | 26.h | Level 2 | 659,889 | ‐ | 659,889 | 659,889 |
| Trade receivables | 5.a | ‐ | 4,104,359 | 4,104,359 | 4,104,359 | |
| Reseller financing | 5.a | ‐ | 1,411,089 | 1,411,089 | 1,411,089 | |
| Related parties | 8 | ‐ | 91,394 | 91,394 | 91,394 | |
| Other receivables and other assets | ‐ | 532,972 | 532,972 | 532,972 | ||
| Total | 2,982,300 | 11,286,437 | 14,268,737 | 14,268,737 | ||
| Financial liabilities: | ||||||
| Financing and debentures | 15.a | Level 2 | 7,102,080 | 9,683,360 | 16,785,440 | 16,713,321 |
| Derivative financial instruments | ‐ | ‐ | ‐ | ‐ | ||
| Financial | 26.f | Level 2 | 544,700 | ‐ | 544,700 | 544,700 |
| Operational | 26.f | Level 2 | 37,289 | ‐ | 37,289 | 37,289 |
| Energy trading futures contracts | 26.h | Level 2 | 345,088 | ‐ | 345,088 | 345,088 |
| Trade payables | 16.a | ‐ | 3,413,134 | 3,413,134 | 3,413,134 | |
| Subscription warrants – indemnification | 19 | Level 1 | 56,672 | ‐ | 56,672 | 56,672 |
| Financial liabilities of customers | ‐ | 96,608 | 96,608 | 96,608 | ||
| Contingent consideration | ‐ | 19,606 | 19,606 | 19,606 | ||
| Related parties | 8 | ‐ | 2,875 | 2,875 | 2,875 | |
| Other payables | ‐ | 761,733 | 761,733 | 761,733 | ||
| Total | 8,085,829 | 13,977,316 | 22,063,145 | 21,991,026 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
| December 31, 2024 | Note | Level | Carrying value — Measured at fair value through profit or loss | Measured at amortized cost | Carrying value — Total | Fair value |
|---|---|---|---|---|---|---|
| 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 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
The fair value of financial instruments measured at Level 2 is described below:
Securities and funds in local currency: Estimated at the fund unit value as of the date of the financial statements, which corresponds to their fair value.
Derivative instruments: Estimated based on the US dollar futures contracts and the future curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 on the closing date.
Energy trading futures contracts: The fair value considers: (i) the prices established in recent purchases and sales; and (ii) the market price projected in the availability period. Whenever the fair value at initial recognition differs from the transaction price for these contracts, a gain or loss is recognized.
Financing and debentures: Estimated based on the US dollar futures contracts and the future curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 on the closing date. The fair value calculation of notes in the foreign market used the quoted price in the market.
Financial risk management
The Company and its subsidiaries are exposed to strategic/operational risks and economic/financial risks. Operational/strategic risks (including demand behavior, competition, technological innovation, and material changes in the industry) are addressed by the Company’s management model.
Economic/financial risks primarily reflect default of customers, behavior of macroeconomic variables, such as commodities prices, exchange and interest rates, as well as the characteristics of the financial instruments used and their counterparties. These risks are managed through specific strategies and control policies.
The Company has a financial risk policy approved by its Board of Directors (“Policy”). In accordance with the Policy, the main objectives of financial management are to preserve the value and liquidity of financial assets and ensure financial resources for the development of the business, including expansions. The main financial risks considered in the Policy are market risks (currencies, interest rates and commodities), liquidity and credit.
The Financial Risk Committee is responsible for monitoring the compliance with the Policy and deciding on any cases of non-compliance. The Audit and Risk Committee (“CAR”) advises the Board of Directors in the efficiency of controls and in the review of the Risk Management Policy. The Risk, Integrity and Audit Director monitors the compliance with the Policy and reports to CAR and the Board of Directors the exposure to the risks and any cases of non-compliance with the Policy.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
The Company and its subsidiaries are exposed to the following risks, which are mitigated and managed using specific financial instruments:
| Risks | Exposure origin | Management |
|---|---|---|
| Market risk - exchange rate | Possibility of losses resulting from exposures to exchange rates other than the functional presentation currency, which may be of a financial or operational origin. | Seek exchange rate neutrality, using hedging instruments if applicable. |
| Market risk - interest rate | Possibility of losses resulting from the contracting of fixed-rate financial assets or liabilities. | Maintain most of the net financial exposure indexed to floating rates, linked to the basic interest rate. |
| Market risk - commodity prices | Possibility of losses resulting from changes in the prices of the main raw materials or products sold by the Company and their effects on profit or loss, statement of financial position and cash flow. | Hedging instruments, if applicable. |
| Credit risk | Possibility of losses associated with the counterparty's failure to comply with financial obligations due to insolvency issues or deterioration in risk classification. | Diversification and monitoring of counterparty’s solvency and liquidity indicators. |
| Liquidity risk | Possibility of inability to honor obligations, including guarantees, and incurring losses. | For cash management: financial investments liquidity. For debt management: seek the combination of better terms and costs, by monitoring the ratio of average debt term to financial leverage. |
a. Market risk - exchange and interest rates
Currency risk management is guided by neutrality of currency exposures and considers the risks associated to changes in exchange rates. The Company considers as its main exposure the assets and liabilities in foreign currency.
The Company and its subsidiaries use foreign exchange hedging instruments to protect their assets, liabilities, receipts, disbursements and investments in foreign currencies. These instruments aim to reduce the effects of foreign exchange variations, within the exposure limits of its Policy.
As to the interest rate risk, the Company and its subsidiaries raise and invest funds mainly linked to the DI. The Company seeks to maintain most of its financial assets and liabilities with floating interest rates, adopting instruments that hedge against the risk of changes in interest rates.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
The assets and liabilities exposed to foreign currency, translated to Reais, and/or exposed to floating interest rates are shown below:
| Note | Currency | Exchange rate — 09/30/2025 | 12/31/2024 | Currency | Interest rate — 09/30/2025 | 12/31/2024 | |
|---|---|---|---|---|---|---|---|
| Assets | |||||||
| Cash, cash equivalents, and financial investments | 4.a | USD | 3,837,398 | 3,428,520 | DI | 2,494,118 | 3,558,131 |
| Trade receivables, net of allowance for expected credit losses | 5.a | USD | 155,063 | 27,393 | - | ‐ | ‐ |
| Imports in progress | 6 | BRL/ USD | - | 93,821 | DI | ‐ | ‐ |
| Other assets in foreign currency | - | USD | 107,184 | 21,028 | - | ‐ | ‐ |
| 4,099,645 | 3,570,762 | 2,494,118 | 3,558,131 | ||||
| Liabilities | |||||||
| Loans, financing and debentures (1) | 15.a | USD/ EUR/ JPY | (7,134,218) | (6,681,657) | DI | (4,547,278) | (3,515,010) |
| Loans – FINEP | 15.a | ‐ | ‐ | TJLP | (28,297) | (679) | |
| Payables arising from imports | 16.a | USD | (1,142,031) | (936,140) | - | ‐ | ‐ |
| Other liabilities in foreign currency | - | USD | (3,011) | (41,298) | ‐ | ‐ | ‐ |
| (8,279,260) | (7,659,095) | ‐ | (4,575,575) | (3,515,689) | |||
| Derivative instruments | 26.f | USD / EUR / JPY | 4,499,893 | 3,470,855 | DI | (8,566,380) | (6,380,131) |
| 320,278 | (617,478) | ‐ | (10,647,837) | (6,337,689) | |||
| Net liability position - equity | 189,046 | ‐ | ‐ | ‐ | ‐ | ||
| Net liability position - profit or loss | 131,232 | (617,478) | ‐ | (10,647,837) | (6,337,689) |
(1) Gross transaction costs of R$ 25,819 (R$ 7,807 as of December 31, 2024) and discount on notes in the foreign market of R$ 4,114 (R$ 5,246 as of December 31, 2024).
Sensitivity analysis with devaluation of the Real and interest rate increase
| Exchange rate - Real devaluation (i) | Interest rate increase (ii) | |
|---|---|---|
| Effect on profit or loss | 5,012 | (59,628) |
| Effect on equity | 7,248 | ‐ |
| Total | 12,260 | (59,628) |
| (i) | The average U.S. dollar rate of R$ 5.5256 was used for the sensitivity analysis, based on future market curves as of September 30, 2025 on the net position of the Company exposed to the currency risk, simulating the effects of devaluation of the Real on profit or loss. The closing rate considered was R$ 5.3186. The table above shows the effects of the exchange rate changes on the net asset position of R$ 320,278 (or US$ 60,218 using the closing rate) in foreign currency as of September 30, 2025. |
|---|---|
| (ii) | For the probable scenario presented, the Company used as a base scenario the market curves affected by the Interbank Deposit (DI) rate and the Long-Term Interest Rate (TJLP). The sensitivity analysis shows the incremental expenses and income that would be recognized in financial result, if the market curves of floating interest at the base date were applied to the average balances of the current year. The annual base rate used was 14.90% and the sensitivity rate was 14.34% according to reference rates made available by B3. |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
b. Market risk - commodity prices
The Company and its subsidiaries are exposed to commodity price risk, mainly in relation to diesel and gasoline, affected by macroeconomic and geopolitical factors.
The foreign exchange derivative instruments and commodities designated as fair value hedge are concentrated in subsidiary IPP. The objective is to convert the cost of the imported product from fixed to variable until fuel blending, aligning it to the sales price. IPP uses over-the-counter derivatives for this hedge operation, aligning them with the value of the inventories of imported product.
To mitigate this risk, the Company continuously monitors the market and uses hedge operations with derivative contracts, traded on the stock exchange and the over-the-counter market.
| Derivative | Fair value (R$ thousand) — 09/30/2025 | 12/31/2024 | Possible scenario (∆ of 10% - R$ thousand) — 09/30/2025 | 12/31/2024 |
|---|---|---|---|---|
| Commodity forward | (16,366) | (7,707) | (69,496) | (12,430) |
(1) The table above shows the positions of derivative financial instruments to hedge commodity price risk as of September 30, 2025 and December 31, 2024, in addition to a sensitivity analysis considering a valuation of 10% of the closing price for each year. For further information, see Note 26.f.
c. Credit risk
Credit risk is related to the possibility of non-compliance with a commitment by a counterparty in a transaction. Credit risk is managed strategically and arises from cash equivalents, financial investments, derivative financial instruments and trade receivables, among others.
c.1 Financial institutions and government
The credit risk of financial institutions and governments related to cash and cash equivalents, financial investments and derivative financial instruments as of September 30, 2025, by counterparty rating, is summarized below:
| Counterparty credit rating | Fair value — 09/30/2025 | 12/31/2024 |
|---|---|---|
| AAA | 7,158,014 | 7,557,385 |
| AA | 246,289 | 305,686 |
| A | 10,810 | 3,668 |
| Others | 53,921 | 162,338 |
| Total | 7,469,034 | 8,029,077 |
c.2 Trade receivables
Credit granting is managed in subsidiaries based on policies and criteria specific to each business segment. The process includes credit analysis, the establishment of limits and required guarantees, with approval at predefined approval levels.
The subsidiaries manage credit throughout the customer’s life cycle, with specific processes for monitoring credit risk and renegotiating or executing credit, as applicable.
For further information on the allowance for expected credit losses, see Note 5.b.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
d. Liquidity risk
Liquidity risk is the possibility of the Company facing difficulties to comply with its financial obligations, which must be settled with payments or other financial assets.
The main sources of liquidity of the Company and its subsidiaries arise from:
| (i) | cash and financial investments; |
|---|---|
| (ii) | cash flow generated by its operations; and |
| (iii) | loans. |
The Company and its subsidiaries have sufficient working capital and sources of financing to meet their current needs. As of September 30, 2025, the Company and its subsidiaries had R$ 4,023,674 in cash, cash equivalents, and short-term financial investments (for quantitative information, see Note 4).
The table below presents a summary of financial liabilities and leases payable as of September 30, 2025 by the Company and its subsidiaries, listed by maturity. The amounts presented are the contractual undiscounted cash flows, and may differ from the amounts disclosed in the statement of financial position:
| Less than 1 year | Between 1 and 3 years | Between 3 and 5 years | More than 5 years | Total | |
|---|---|---|---|---|---|
| Loans, including future contractual interest (1) (2) | 3,376,640 | 11,154,241 | 3,854,893 | 3,904,675 | 22,290,449 |
| Derivative instruments (3) | 956,061 | 686,530 | 242,771 | 40,521 | 1,925,883 |
| Trade payables | 3,413,134 | ‐ | ‐ | ‐ | 3,413,134 |
| Leases payable | 453,252 | 584,459 | 378,732 | 1,240,494 | 2,656,937 |
| Financial liabilities of customers | 77,980 | 62,001 | ‐ | ‐ | 139,981 |
| Other payables | 147,594 | 7,851 | ‐ | ‐ | 155,445 |
| 8,424,661 | 12,495,082 | 4,476,396 | 5,185,690 | 30,581,829 |
| (1) | The interest on loans was estimated based on the US dollar, Euro at closing and on the future yield curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 ad BACEN as of September 30, 2025. |
|---|---|
| (2) | Includes estimated interest on short-term and long-term loans until the contractually foreseen payment date. |
| (3) | The derivative instruments were estimated based on the US dollar futures contracts and the future curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 as of September 30, 2025. In the table above, only the derivative instruments with negative results at the time of settlement were considered. |
e. Capital management
The Company manages and optimizes its capital structure based on indicators to ensure business continuity while maximizing return to its shareholders.
Capital structure is comprised of net debt (loans, financing and debentures (Note 15) and leases payable (Note 12.b), after deduction of cash, cash equivalents and financial investments (Note 4), and the “financial” derivative financial instruments, assets and liabilities, according to Note 26 Classes and categories of financial instruments and their fair values, and equity.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
The Company may change its capital structure according to economic and financial conditions. Moreover, the Company also seeks to improve its return on invested capital by implementing efficient working capital management and a selective investment program.
Annually, the Company and its subsidiaries revise their capital structure, evaluating the cost of capital and the risks associated with each class of capital including the leverage ratio analysis, which is determined as the ratio between net debt and equity.
The leverage ratio at the end of the period/year is as follows:
| Consolidated — 09/30/2025 | 12/31/2024 | |
|---|---|---|
| Gross debt and lease payable (a) | 18,493,316 | 15,345,662 |
| Cash, cash equivalents, and short-term investments (b) | 6,632,904 | 7,197,699 |
| Financial instruments (c) | 190,573 | 405,941 |
| Net debt = (a) - (b) - (c) | 11,669,839 | 7,742,022 |
| Equity | 18,666,586 | 15,823,444 |
| Net debt-to-equity ratio | 62.52% | 48.93% |
f. Selection and use of derivative financial instruments
In selecting derivative instruments, the Company considers the estimated rates of return, risks, liquidity, calculation methodology for the carrying and fair values, and the applicable documentation.
Derivative financial instruments are used to hedge identified risks, at amounts that do not exceed 100% of the identified risk. Derivatives are referred to as "derivative instruments" to reflect their restricted function of hedging identified risks.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
The table below summarizes the gross balance of the position of derivative instruments contracted as well as of the gains (losses) that affect the equity and the statement of income of the Company and its subsidiaries:
| Derivatives designated as hedge accounting — Product | Contracted rates | Maturity | Notional amount (2) | Fair value as of 09/30/2025 | Gains (losses) as of 09/30/2025 | |||
|---|---|---|---|---|---|---|---|---|
| Assets | Liabilities | 09/30/2025 | Assets | Liabilities | Profit or loss | Fair value adjustment of debt - R$ | ||
| Foreign exchange swap (1) | USD + 4.7% | 102.9% DI | Mar/27 | USD 198,760 | 1,511 | (114,354) | (229,211) | (7,567) |
| Foreign exchange swap (1) | EUR + 3.0% | 104.0% DI | Feb/37 | EUR 77,535 | ‐ | (36,265) | (67,273) | 1,139 |
| Foreign exchange swap (1) | JPY + 1.5% | 109.4% DI | - | ‐ | ‐ | ‐ | (30,066) | (323) |
| Foreign exchange swap (1) | SOFR + 0.9% | 102.9% DI | Feb/26 | USD 100,000 | ‐ | (53,124) | (76,980) | (1,080) |
| Interest rate swap (1) | IPCA + 5.3% | 102.5% DI | Jun/34 | BRL 3,125,355 | 383,527 | (9,595) | 51,893 | (95,175) |
| Interest rate swap (1) | IPCA + 3.0% | 69.9% DI | Nov/41 | BRL 358,871 | ‐ | (16,728) | (15,202) | 47,700 |
| Interest rate swap (1) | 12.8% | 104.7% DI | Apr/40 | BRL 1,048,881 | 1,401 | (24,958) | 19,067 | (39,530) |
| Commodity forward (1) | BRL | Heating Oil/ RBOB | Nov/26 | USD 178,725 | 13,860 | (21,710) | (3,188) | ‐ |
| NDF (1) | BRL | USD | Dec/25 | USD 363,895 | 3,464 | (3,179) | 19,232 | ‐ |
| Total - designated | 403,763 | (279,913) | (331,728) | (94,836) | ||||
| Derivatives not designated as hedge accounting | ||||||||
| Foreign exchange swap | USD + 0.0% | 52.5% CDI | Jun/29 | USD 300,000 | 345,370 | ‐ | (199,572) | ‐ |
| Foreign exchange swap | USD + 5.0% | CDI + 1.6% | Feb/31 | USD 50,000 | ‐ | (12,164) | (80,348) | ‐ |
| NDF | USD | BRL | Oct/25 | USD 130,728 | 85,641 | (5,707) | (33,274) | ‐ |
| Commodity forward | BRL | Heating Oil/ RBOB | Feb/26 | USD 1,257 | 1,356 | (9,872) | 13,059 | ‐ |
| Interest rate swap | USD + 5.3% | CDI - 1.4% | Jun/29 | USD 300,000 | ‐ | (274,333) | (10,720) | ‐ |
| Total - not designated | 432,367 | (302,076) | (310,855) | ‐ | ||||
| Total | 836,130 | (581,989) | (642,583) | (94,836) | ||||
| Current | 180,981 | (205,539) | - | - | ||||
| Non-current | 655,149 | (376,450) | - | - |
| (1) | Derivative financial instruments designated for fair value hedge accounting (see Note 26.g.1). |
|---|---|
| (2) | Currency as indicated. |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
| Derivatives designated as hedge accounting — Product | Contracted rates | Maturity | Notional amount (3) | Fair value as of 12/31/2024 | Gains (losses) as of 09/30/2024 | |||
|---|---|---|---|---|---|---|---|---|
| Assets | Liabilities | 12/31/2024 | Assets | Liabilities | Profit or loss | Fair value adjustment of debt - R$ | ||
| Foreign exchange swap (1) | USD + 5.5% | 109.9% DI | Sept/25 | USD 206,067 | 76,649 | (3,808) | 107,921 | 5,941 |
| Foreign exchange swap (1) | EUR + 5.2% | 109.4% DI | Mar/25 | EUR 115,518 | 76,123 | ‐ | 50,542 | (1,308) |
| Foreign exchange swap (1) | JPY + 1.5% | 109.4% DI | Mar/25 | JPY 12,564,393 | - | (45,826) | 48,576 | 336 |
| Interest rate swap (1) | SOFR + 1.3% | 112.5% DI | Sept/25 | USD 4,535 | 2,114 | - | (445) | (209) |
| Interest rate swap (1) | 5.1% | 104.0% DI | Jun/32 | BRL 2,660,000 | 189,155 | ‐ | (166,318) | 166,941 |
| Interest rate swap (1) | IPCA + 2.8% | 69.5% DI | Nov/41 | BRL 151,465 | - | (3,321) | - | - |
| Interest rate swap (1) | 10.5% | 103.6% DI | Jul/27 | BRL 525,791 | ‐ | (53,638) | (33,845) | 29,757 |
| Commodity forward (1) | BRL | Heating Oil/ RBOB | Dec/24 | USD 5,753 | 3,104 | (11,869) | (17,086) | ‐ |
| NDF (1) | BRL | USD | Dec/24 | USD 6,853 | 729 | (6,022) | (33,034) | ‐ |
| Total - designated | 347,874 | (124,484) | (43,689) | 201,458 | ||||
| Derivatives not designated as hedge accounting | ||||||||
| Foreign exchange swap | USD + 0.0% | 52.5% CDI | Jun/29 | USD 300,000 | 465,032 | ‐ | 142,658 | ‐ |
| NDF | USD | BRL | Sept/24 | USD 15,425 | 13,546 | (6,501) | 42,881 | ‐ |
| Commodity forward | BRL | Heating Oil/ RBOB | Feb/25 | USD 2,422 | 4,926 | (3,867) | 38,896 | ‐ |
| Interest rate swap | USD + 5.2% | CDI - 1.4% | Jun/29 | USD 300,000 | ‐ | (306,748) | (84,475) | ‐ |
| Total - not designated | 483,504 | (317,116) | 139,960 | ‐ | ||||
| Total | 831,378 | (441,600) | 96,271 | 201,458 | ||||
| Current | 246,084 | (74,087) | - | - | ||||
| Non-current | 585,294 | (367,513) | - | - |
| (1) | Derivative financial instruments designated for fair value hedge accounting (see Note 26.g.1). |
|---|---|
| (2) | Currency as indicated. |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
g. Hedge accounting
The Company and its subsidiaries use derivative and non-derivative financial instruments for hedging purposes and test, throughout the duration of the hedge, their effectiveness, as well as the changes in their fair value.
The hedged items and the hedging instruments have a high correspondence, since the contracted instruments have characteristics equivalent to the transactions considered as the hedged item. The Company and its subsidiaries designated a hedge ratio for transactions designated as hedge accounting, since the underlying risks of the hedging instruments correspond to the risks of the hedged items.
The Company and its subsidiaries discontinue the hedge accounting when the hedging instrument is settled, the hedged item ceases to exist or the hedge no longer meets the requirements for hedge accounting due to the absence of an economic relationship between the hedged item and the hedging instrument.
g.1 Fair value hedge
The Company and its subsidiaries use derivative financial instruments such as fair value hedge to mitigate the risk of variations in interest and exchange rates, which affect the amount of contracted debts. As of September 30, 2025, no material ineffectiveness was identified in fair value hedge operations.
g.2 Cash flow hedge
The subsidiary Hidrovias Cabotagem adopts cash flow hedge to protect part of its future revenues in dollars, linked to a long-term contract, using the principal of the debt in foreign currency contracted from BNDES as a hedging instrument.
Exchange rate variations are recognized on a monthly basis in other comprehensive income and reclassified to statement on income as the hedged revenues are recognized.
The effectiveness of the hedge is monitored according to the offsetting variations between the instrument and the hedged item.
From 2025 onwards, subsidiary Hidrovias began to present the effects of Cabotagem as Discontinued Operation, see Note 28.
h. Financial instruments (energy trading futures contracts)
The Company’s subsidiaries operate in the Free Contracting Environment (ACL) and have entered into bilateral energy purchase and sale contracts with different market players. Accordingly, they assume short and long-term commitments. As a result of mismatched operations, they assume energy surplus or deficit positions, which are measured at a future market price curve (forward curve). Therefore, the Company designates these contracts as financial instruments, according to IFRS 9/CPC 48, at the beginning of the contract, to include the recording of the correct exposure to the risk of future purchase and sale transactions of bilateral contracts.
Sensitivity analysis – level 2 hierarchy
| Financial assets | Fair value of energy contracts — 659,889 | Sensitivity of inputs to fair value (a) — +10% | 815,162 |
|---|---|---|---|
| -10% | 505,405 | ||
| Financial liabilities | 345,088 | +10% | 535,173 |
| -10% | 189,707 |
(a) This 10% variation scenario represents a fluctuation considered reasonable by the Company, based on the history of negotiations concluded under similar market conditions.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
a. Acquisition of service stations from Pão de Açúcar Group by subsidiary Millennium
On June 10, 2024, through its subsidiary Centro de Conveniências Millenium Ltda., the Company signed a contract for the acquisition of 49 service stations from Pão de Açúcar Group, located in the state of São Paulo, for R$ 130,000 plus working capital adjustments. CADE approved the transaction on July 22, 2024. On August 13, 2024, R$ 90,000 was paid as an advance.
During the period ended September 30, 2025, the acquisition of 11 out of 49 service stations was completed for a total amount of R$ 25,583 , of which R$ 16,518 had previously been paid as an advance.
b. Hidrovias do Brasil S.A.
In 2023 , the Company began the process of acquiring an interest in Hidrovias do Brasil S.A. (“Hidrovias”), through the purchase of a 4.99 % direct interest and a 4.99 % indirect interest, through Total Return Swaps (“TRS”), recognized as financial asset and measured at fair value in accordance with IFRS 9 /CPC 48 . On March 18, 2024, the Company contributed its direct interest to its subsidiary Ultra Logística Ltda. and settled the TRS. From this date, all transactions have been carried out through subsidiary Ultra Logística Ltda.
On May 7, 2024, subsidiary Ultra Logística completed the purchase of 128,369,488 shares from Hidrovias, which represented 16.88 % of its share capital, at a cost of R$ 3.98 /share. Also in May 2024, when obtaining sufficient evidence demonstrating its power to exert significant influence on decisions regarding Hidrovias' financial and operational policies, subsidiary Ultra Logística began to recognize its interest in Hidrovias as an investment in an associate with significant influence, in accordance with IAS 28 /CPC 18 .
Subsequently, throughout the first quarter of 2025 , subsidiary Ultra Logística acquired additional shares of Hidrovias through trading on the Stock Exchange (“B 3 ”) 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 (HBSA 3 ), in the amount of R$ 43,206 , and 82,687,031 correspond to subscription rights (HBSA 1 and HBSA 9 ), 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 (HBSA 1 and HBSA 9 ) into common shares (HBSA 3 ), Ultra Logística now holds 682,252,831 common shares, representing 50.15 % of the total share capital of Hidrovias, thus consolidating the acquisition of corporate control.
The Company, based on applicable accounting standards and with the support of a company specialized in valuations, carried out, in the same month the control was acquired, the provisional allocation of the purchase price (“Purchase Price Allocation” – PPA), with the identification of assets acquired and liabilities assumed measured at fair value and the recognition of the accounting goodwill. Additionally, the Company does not expect the tax amortization of revaluation of assets and liabilities remeasured at fair value. Therefore, the deferred income tax liability is recognized on the provisional capital gains and losses recorded. The allocation was considered provisional due to the ongoing analyses necessary to conclude the measurement of fair value of the identifiable assets and liabilities acquired. The Company predicts to conclude the process and perform the final allocation until the closing of the financial year 2025 .
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
The table below summarizes the consolidated balances of assets acquired and liabilities assumed at the acquisition date recognized at fair value, reflecting the purchase price allocations and provisional goodwill determination:
| Assets | |
|---|---|
| Cash and cash equivalents | 1,155,510 |
| Bonds and other securities | 1,171 |
| Trade receivables | 119,082 |
| Inventories | 168,889 |
| Recoverable taxes | 198,360 |
| Prepaid expenses | 65,607 |
| Related parties | 5,825 |
| Other receivables | 137,093 |
| Assets of subsidiaries held for sale | 736,540 |
| Escrow deposits | 67,375 |
| Deferred tax assets | 74,730 |
| Other investments | 121,710 |
| Property, plant and equipment, net | 4,419,200 |
| Intangible assets, net | 912,191 |
| Right-of-use asset, net | 331,202 |
| Derivative instruments | 6,270 |
| Liabilities | |
| Loans and financing | 3,331,412 |
| Trade payables | 104,490 |
| Salaries and related charges | 46,246 |
| Taxes payable, income and social contribution taxes payable | 126,869 |
| Deferred tax liabilities | 561,393 |
| Legal claims | 95,428 |
| Advances from customers | 7,365 |
| Leases payable | 286,778 |
| Other payables | 119,491 |
| Liabilities of subsidiaries held for sale | 500,708 |
| Derivative instruments | 52,643 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
| Goodwill based on expected future profitability | 360,436 |
|---|---|
| Non-controlling interests ( 1 ) | 1,639,034 |
| Assets and liabilities consolidated in the opening balance | 2,009,334 |
| Assets acquired | 4,273,159 |
| Liabilities assumed | ( 2,624,261 ) |
| Goodwill based on expected future profitability | 360,436 |
| Final investment in 50.15 % interest | 2,009,334 |
| Reversal of the non-cash effect of the acquisition | |
| Gain on acquisition of control of associate | ( 113,655 ) |
| Share of profit (loss) of subsidiaries, joint ventures and associates before acquisition of control | 148,518 |
| Acquisition value - cash | 2,044,197 |
| Cash and cash equivalents acquired | ( 1,155,510 ) |
| Net cash from transaction | 888,687 |
(1) The non-controlling interest is determined based on the net value of assets and liabilities on the acquisition date, considering the proportion of 49.85 %.
The gain in the acquisition of control of an associate results from the change in its corporate classification, from associate to subsidiary, after a series of acquisitions in stages with the objective of acquiring control. Until then, the investment was accounted for under the equity method, in accordance with CPC 18 (R 2 ) / IAS 28 . With the acquisition of control, assets, liabilities, revenues and expenses are fully consolidated, in accordance with CPC 36 (R 3 ) / IFRS 10 . In line with the provisions of CPC 15 (R 1 ) / IFRS 3 , the previously held interest was measured at fair value on the acquisition date, and the effects of this revaluation were recognized in the investment goodwill, as required by the accounting standard. In view of the various stages of acquisitions of Hidrovias, two revaluation effects were recognized on the investment goodwill, as shown in the table below:
| Revaluation of investment | |
|---|---|
| Revaluation of investment (from financial asset to associate) - IFRS 9 / IAS 28 ( 1 ) | 66,267 |
| Revaluation of investment (from associate to subsidiary) - IAS 28 / IFRS 3 ( 2 ) | 47,388 |
| Gain on acquisition of control of associate | 113,655 |
| Write-off of accumulated effects in equity before control - IAS 28 / IFRS 3 ( 2 ) | 43,717 |
| Total | 157,372 |
| (1) | Transition from financial asset to investment in associate, recognized in May 2024 in financial results. |
|---|---|
| (2) | Transition from investment in associate to investment in subsidiary, recognized in May 2025 under the equity method. Additionally, as provided for in the applicable accounting standard, the accumulated balances in other comprehensive income, recorded since the significant influence was obtained, were fully reversed to profit or loss for the period. The total impact of the transition was R$ 91,105 . |
After acquiring control of Hidrovias, the Company, through its subsidiary, acquired additional interests. Such acquisitions do not fall within the scope of business combinations for the purposes of price and goodwill allocation. Therefore, the difference between the price paid and the equity value of the shares acquired was recorded in equity, under shareholder transactions. Through these additional acquisitions, the interest in Hidrovias on September 30, 2025 was 55.04 %.
From the date of acquisition until September 30, 2025, Hidrovias contributed to the Company with net revenue of R$ 1,163,310 and net income of R$ 170,841 . If the acquisition had taken place on January 1, 2025, the Company would have consolidated net revenue of R$ 105,184,298 and net income of R$ 2,164,978 .
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
c. Ultragaz Comercializadora de Energia (formerly WTZ Participações S.A.)
On September 1, 2024, through its subsidiary Cia Ultragaz, the Company acquired 51.7 % of the voting capital of Ultragaz Comercializadora (formerly WTZ Participações S.A.), qualifying the transaction as a business combination as defined in IFRS 3 (CPC 15 (R 1 )) – Business Combinations. This acquisition is in line with Ultragaz's strategy to expand its offering of energy solutions to its customers, leveraging on its capillarity, commercial strength, brand and extensive base of corporate and residential customers.
Ultragaz Comercializadora was founded in 2015 and its main activities are the sale of electric energy in the free market and energy management, with a national presence.
The initial payment, including the capital contribution in the amount of R$ 49,490 , totaled R$ 104,490 . During the period, amounts relating to contingent consideration were paid, totaling R$ 44,806 . The remaining transaction amount of R$ 578 was recorded under “Other payables”. The Company, based on applicable accounting standards and supported by an independent appraisal firm, calculated the definitive amounts for the purchase price allocation as of September 30, 2025, and determined the final goodwill in the amount of R$ 42,260 .
The following table summarizes the consolidated balances of assets acquired and liabilities at the acquisition date, recognized at fair value:
| Assets | |
|---|---|
| Cash and cash equivalents | 5,399 |
| Trade receivables | 33,168 |
| Recoverable taxes | 3,036 |
| Prepaid expenses | 170 |
| Other receivables | 306 |
| Other investments | 5 |
| Property, plant and equipment, net | 1,684 |
| Intangible assets, net | 19,504 |
| Derivative instruments | 209,348 |
| Liabilities | |
| Loans and financing | 68 |
| Trade payables | 27,541 |
| Salaries and related charges | 2,211 |
| Taxes payable, income and social contribution taxes payable | 80,918 |
| Other payables | 3,221 |
| Goodwill based on expected future profitability | 42,260 |
| Non-controlling interests | 76,633 |
| Assets and liabilities consolidated in the opening balance | 124,288 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
| Assets acquired | 140,945 |
|---|---|
| Liabilities assumed | 58,917 |
| Goodwill based on expected future profitability | 42,260 |
| Acquisition value | 124,288 |
| Comprised by: | |
| Cash | 55,000 |
| Acquisition of ownership interest via capital contribution (as non-controlling interests) | 23,904 |
| Contingent consideration settled | 44,806 |
| Contingent consideration to be settled | 578 |
| Total consideration | 124,288 |
| Net cash outflow resulting from acquisition | |
| Initial consideration in cash | 55,000 |
| Contingent consideration settled | 44,806 |
| Contingent consideration to be settled | 578 |
| Cash and cash equivalents acquired | ( 5,399 ) |
| Acquisition value | 94,985 |
a. Cabotagem purchase and sale agreement
On February 27, 2025, Hidrovias entered into an agreement for the sale of all shares in HB – Cabotagem (“Cabotagem”) to Companhia de Navegação Norsul (“Norsul”). The cabotage operation was acquired by Hidrovias in 2016 for the performance of a contract dedicated to the transportation of bauxite from the Porto Trombetas mine to the client's alumina refinery in Barcarena, expiring in 2034 .
The total sale amount (enterprise value) is R$ 715 million, which 195 million referring to the amount of equity (equity value) and R$ 521 million of debt amount, as of December 31, 2024. The full amount will be paid on the closing date of the transaction, and will be subject to usual price adjustments for this type of transaction, including working capital adjustments. The transaction was approved by CADE without restrictions on April 16, 2025.
On September 30, 2025, Hidrovias performed the impairment test on the assets and identified a difference between the transaction value and the carrying amount of the assets. Therefore, it recognized in the statement of income for the period the amount net of income tax of R$ 71,720 related to the impairment, even in the absence of evidence of operational deterioration of the assets.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
The impairment of the assets was attributed entirely to the goodwill and the remainder was attributed to other Hidrovias assets.
| Allocation of impairment | 108,667 |
|---|---|
| Deferred income and social contribution taxes | ( 36,947 ) |
| Net impairment ( 1 ) | 71,720 |
( 1 ) Considering the acquisition of control of Hidrovias in May 2025, according to Note 27 .b, the net impairment for the period recorded in the Company is R$ 48,056 .
b. The main classes of assets and liabilities classified as held for sale as of September 30, 2025 are shown below:
| ASSETS | Cabotagem September/2025 | Eliminations | Impact of impairment | Cessation of depreciation | Balance as of September 30, 2025 |
|---|---|---|---|---|---|
| Cash and cash equivalents | 15,860 | ‐ | ‐ | ‐ | 15,860 |
| Financial investments | 879 | ‐ | ‐ | ‐ | 879 |
| Trade receivables | 57,376 | ‐ | ‐ | ‐ | 57,376 |
| Inventories | 18,903 | ‐ | ‐ | ‐ | 18,903 |
| Recoverable taxes | 5,186 | ‐ | ‐ | ‐ | 5,186 |
| Recoverable income and social contribution taxes | 26,106 | ‐ | ‐ | ‐ | 26,106 |
| Credits with related parties | 61 | ( 61 ) | ‐ | ‐ | ‐ |
| Other assets | 28,280 | ‐ | ‐ | ‐ | 28,280 |
| Total current assets | 152,651 | ( 61 ) | ‐ | ‐ | 152,590 |
| Financial investments | 18,716 | ‐ | ‐ | ‐ | 18,716 |
| Credits with related parties | 140 | ( 140 ) | ‐ | ‐ | ‐ |
| Escrow deposits | 22,037 | ‐ | ‐ | ‐ | 22,037 |
| Deferred income tax and social contribution | 51,458 | ‐ | 36,947 | ( 11,732 ) | 76,673 |
| Other assets | 8,909 | ‐ | ‐ | ‐ | 8,909 |
| Property, plant and equipment | 348,308 | ‐ | ‐ | 27,684 | 375,992 |
| Intangible assets | 156,013 | ‐ | ( 108,667 ) | 6,823 | 54,169 |
| Total non-current assets | 605,581 | ( 140 ) | ( 71,720 ) | 22,775 | 556,496 |
| Total assets | 758,232 | ( 201 ) | ( 71,720 ) | 22,775 | 709,086 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
| LIABILITIES AND EQUITY | Cabotagem September/2025 | Eliminations | Impact of impairment | Cessation of depreciation | Balance as of September 30, 2025 |
|---|---|---|---|---|---|
| Trade payables | 15,535 | ‐ | ‐ | ‐ | 15,535 |
| Loans, financing and debentures | 63,044 | ‐ | ‐ | ‐ | 63,044 |
| Social and labor obligations | 4,671 | ‐ | ‐ | ‐ | 4,671 |
| Taxes payable | 14,566 | ‐ | ‐ | ‐ | 14,566 |
| Income and social contribution taxes | 4,519 | ‐ | ‐ | ‐ | 4,519 |
| Payables from related parties | 891 | ( 891 ) | ‐ | ‐ | ‐ |
| Legal claims | 63 | ‐ | ‐ | ‐ | 63 |
| Total current liabilities | 103,289 | ( 891 ) | ‐ | ‐ | 102,398 |
| Loans, financing and debentures | 339,960 | ‐ | ‐ | ‐ | 339,960 |
| Total non-current liabilities | 339,960 | ‐ | ‐ | ‐ | 339,960 |
| Share capital | 265,557 | ( 265,557 ) | ‐ | ‐ | ‐ |
| Retained earnings (loss) | 145,562 | ( 96,617 ) | ( 71,720 ) | 22,775 | ‐ |
| Accumulated other comprehensive income | ( 96,136 ) | 96,136 | ‐ | ‐ | ‐ |
| Total equity | 314,983 | ( 266,038 ) | ( 71,720 ) | 22,775 | ‐ |
| Total liabilities and equity | 758,232 | ( 266,929 ) | ( 71,720 ) | 22,775 | 442,358 |
c . The results for the period and cash flows from discontinued operations as of September 30, 2025 are shown below:
| Final balance as of 09/30/2025 (1) | |
|---|---|
| Net revenue from sales and services | 87,254 |
| Cost of services sold | ( 56,879 ) |
| Gross profit | 30,375 |
| Operating income (expenses) | |
| General and administrative | ( 3,212 ) |
| Other operating income (expenses) | 6,468 |
| Impairment losses | ( 72,812 ) |
| Operating income (loss) before financial result and taxes | ( 39,181 ) |
| Financial income | 5,020 |
| Financial expenses | ( 4,766 ) |
| Financial result, net | 254 |
| Operating income (loss) before income and social contribution taxes | ( 38,927 ) |
| Income and social contribution taxes | |
| Current | 3,492 |
| Deferred | 11,945 |
| Profit (loss) for the period | ( 23,490 ) |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended September 30, 2025 |
| Final balance as of 09/30/2025 (1) | |
|---|---|
| Net cash provided by operating activities | 26,833 |
| Net cash used in investing activities | ( 21,728 ) |
| Net cash used in financing activities | ( 558 ) |
| Increase (Decrease) in cash and cash equivalents | 4,547 |
( 1 ) Considers the balances since the acquisition of control in May 2025 according to Note 27 .b.
For the parent company, in the statement of income for the period ended September 30, 2025, the share of profit (loss) of Cabotage, net of transactions with related parties, were reclassified as Discontinued Operation in the amount of R$ 12,929 .
d. Covenants
As a result of its loans from BNDES, HB Cabotagem has the following financial covenants calculated from the Financial Statements of the subsidiary: (i) maintain the capitalization ratio greater than or equal to 25 %. The capitalization ratio is obtained from adjusted equity to total assets. Adjusted equity is the equity excluding foreign exchange losses and gains; and (ii) maintain the debt service coverage ratio (“DSCR”) equal to or greater than 1.3 x. The DSCR is calculated based on ratio of EBITDA and variation in working capital (excluding cash and debt) to debt service and is measured annually.
The covenants of subsidiary HB Cabotagem are determined at the end of the year and on December 31, 2024 were fully achieved.
a. Completion of sale of the cabotage operation by Hidrovias
On February 27, 2025, Hidrovias entered into an agreement for the sale of all shares in HB – Cabotagem (“Cabotagem”) to Companhia de Navegação Norsul (“Norsul”). On November 1, 2025, after fulfilling the conditions precedent set forth in the sale agreement, the transaction was completed.
b. Agreement to acquire an interest in Virtu GNL
On October 24, 2025, the Company entered into an agreement to acquire a 37.5 % interest in Virtu GNL Participações S.A. (“Virtu”), a company operating in two business segments: (i) logistics of liquefied natural gas (LNG) for own use, and (ii) LNG-powered logistics services. The amount to be disbursed will be R$ 102,500 .
The completion of this transaction is subject to regulatory approvals and fulfillment of conditions precedent that are usual for this type of operation.
c. Foreign loan obtained by Cia Ultragaz
On November 10, 2025, the subsidiary raised foreign financing (without financial covenants) in the amount of USD 111,859 (equivalent to R$ 600,000 on the transaction date), with financial charges of 4.11% p.a. and maturing on November 9, 2028. The subsidiary entered into hedging instruments against foreign exchange rate variations on American dollar, changing financial charges to 104.5% of the DI rate.
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3Q25 Earnings Release
São Paulo, November 12, 2025 – Ultrapar Participações S.A . (B 3: UGPA3 / NYSE: UGP , “Company” or “Ultrapar”), operating in energy, mobility, and logistics infrastructure through Ultragaz, Ipiranga, Ultracargo and Hidrovias do Brasil (B3: HBSA3), today announces its results for the third quarter of 2025.
| Net revenue | Adjusted EBITDA 1 | Recurring Adjusted EBITDA 1 |
|---|---|---|
| R$ 3 7 . 1 billion | R$ 1 . 9 billion | R$ 1 . 8 billion |
| Net income | Cash generation from operations | Investments |
|---|---|---|
| R$ 0 . 8 billion | R$ 2 . 1 billion | R$ 756 million |
The table above considers the sum of the balances of continuing and discontinued operations.
¹ Accounting adjustments and non-recurring items described in the EBITDA calculation table – page 2
Highlights
| - | Strong operating cash generation across all busine sses , totaling R$ 2.1 billion at Ultrapar |
|---|---|
| - | Hidrovias’ record results . |
E xtraordinary tax credits of R$ 238 million at Ipiranga , related to the remaining portion of historical ICMS tax credits included in the PIS/COFINS calculation base.
Progress in combating irregularities in the fuel sector , highlighted by the Carbono Oculto Operation (August 2025), reinforcing the need for stricter legislation to comba t crime and illegal practices in the sector.
Financial strength , with a rapid reduction in leverage after the consolidation of Hidrovias in May 2025, which decreased from 1.9x in 2Q25 to 1.7x in 3Q25, even after the payment of dividends of R$ 326 million in August.
Advances in the growth and strategic positioning agenda:
| - | Completion of the expansion of the Santos terminal , adding 34,000 m³ of storage capacity at Ultracargo in October 2025. |
|---|---|
| - | Closing of the sale of coastal navigation operation by Hidrovias on November 1st for R$ 715 million, enabling focus on more synergistic and complementary businesses, while strengthening its financial position. |
| - | Signing agreement to acquire a 37.5% stake in Virtu Participações for R$ 102.5 million, reinforcing the investment strategy in new sectors where Ultrapar can contribute to value creation, with high growth and profitability potential. |
| - | A pproval by CADE for the LPG port terminal in Pecém ( CE ) , in partnership with Supergasbrás . |
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3Q25
Considerations on the financial and operational information
The financial information presented on this document were extracted from the individual and consolidated interim financial information ("Quarterly Information") for the three months period ended on September 30, 202 5 , and prepared in accordance with the pronouncement CPC 21 (R1) - Interim Financial Reporting and the International Accounting Standard IAS 34 issued by t he IASB, and presented in accordance with the applicable rules for Quarterly Information, issued by the Brazilian Securities and Exchange Commission (“CVM”).
Information on Ipiranga, Ultragaz, Ultracargo and Hidrovias is presented without the elimination of intersegment transactions. Therefore, the sum of such information may not correspond to Ultrapar's consolidated information. Additionally, the financial and operational information is subject to rounding and, consequently, the total amounts presented in the tables and charts may differ from the direct numerical sum of the amounts that preceded them.
Information denominated EBIT (Earnings Before Interest and Taxes on Income and Social Contribution on Net Income), EBITDA (Earnings Before Interests, Taxes on Income and Social Contribution on Net Income, Depreciation and Amortization); Adjusted EBITDA and Recurring Adjusted EBITDA are presented in accordance with Resolution 156, issued by the CVM on June 23, 2022.
Adjusted EBITDA considers adjustments from usual business transactions that impact the results but do not have potential cash generation, such as the amortization of contractual assets with customers – exclusive rights, amortization the fair value adjustments of associates, and the effect of mark-to-market of energy future contracts. Regarding Recurring Adjusted EBITDA, the Company excludes exceptional or non-recurring items, providing a more accurate and consistent view of its operational performance, avoiding distortions caused by exceptional events, whether positive or negative. The calculation of EBITDA from net income is detailed in the table below.
In May 2025, the Company became the controlling shareholder of Hidrovias, as per the Material Fact disclosed to the market, consolidating its results as of that date. The effect of Hidrovias’ results on Ultrapar’s EBITDA in the second quarter considers 3 months of Hidrovias’ results to eliminate the lag that was impacting the share of results of Ultrapar, as well as 2 months of Hidrovias’ EBITDA for May and June. It is worth noting that Hidrovias announced in February 2025 the sale of the Coastal Navigation operation and the balances are presented as a discontinued operation in the financial statements. In this report we present the financial information related to Ultrapar on a consolidated basis, considering the sum of continuing and discontinued operations, unless otherwise indicated.
R$ million
| ULTRAPAR | Quarter — 3 Q 25 | 3 Q 24 | 2 Q 25 | Year-to-date — 9M25 | 9M24 |
|---|---|---|---|---|---|
| Net Income | 772 | 698 | 1,151 | 2,286 | 1,645 |
| (+) Income and social contribution taxes | 255 | 308 | 341 | 844 | 710 |
| (+) Net financial (income) expenses | 401 | 108 | 31 | 612 | 597 |
| (+) Depreciation and amortization 1 | 449 | 275 | 388 | 1,137 | 874 |
| EBITDA | 1 , 878 | 1 , 389 | 1 , 910 | 4 , 879 | 3 , 826 |
| Accounting adjustment | |||||
| (+) Amortization of contractual assets with customers – exclusive rights and amortization | |||||
| of fair value adjustments on associates acquisition | 121 | 148 | 113 | 340 | 405 |
| (+) MTM of energy futures contracts | (58) | - | 42 | (25) | - |
| (+/-) Hedge accounting | 6 | - | 4 | 10 | - |
| Adjusted EBITDA | 1 , 946 | 1 , 537 | 2 , 070 | 5 , 205 | 4 , 231 |
| Ipiranga | 1 , 085 | 967 | 1 , 199 | 3 , 115 | 2 , 604 |
| Ultragaz | 463 | 448 | 442 | 1 , 298 | 1 , 263 |
| Ultracargo | 134 | 168 | 141 | 441 | 498 |
| Hidrovias | 332 | 9 | 323 | 516 | 9 |
| Holding and other companies | |||||
| Holding | (51) | (52) | (56) | (161) | (145) |
| Other companies | (17) | (4) | (12) | (38) | (14) |
| Extraordinary expenses/provisions from divestments | - | - | 32 | 32 | 16 |
| Non-recurring items that affected EBITDA | |||||
| (-) Results from disposal of assets (Ipiranga) | (7) | (31) | (34) | (47) | (104) |
| (-) Credits and provisions (Ipiranga) | (185) | - | (487) | (673) | - |
| (-) Earn-out Stella (Ultragaz) | - | - | - | - | (17) |
| (-) Extraordinary expenses/provisions from divestments | - | - | (32) | (32) | (16) |
| (-) Assets write-off and Coastal Navigation impairment (Hidrovias) | 29 | - | (48) | (19) | - |
| Recurring adjusted EBITDA | 1 , 783 | 1 , 506 | 1 , 468 | 4 , 434 | 4 , 093 |
| Ipiranga | 892 | 936 | 678 | 2 , 396 | 2 , 499 |
| Ultragaz | 463 | 448 | 442 | 1 , 298 | 1 , 246 |
| Ultracargo | 134 | 168 | 141 | 441 | 498 |
| Hidrovias | 361 | 9 | 276 | 498 | 9 |
| Holding and other companies | |||||
| Holding | (51) | (52) | (56) | (161) | (145) |
| Other companies | (17) | (4) | (12) | (38) | (14) |
1 Does not include amortization of contractual assets with customers – exclusive rights
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R$ million
| ULTRAPAR | Quarter — 3Q25 | 3Q24 | 2Q25 | 3Q25 x 3Q24 | 3Q25 x 2Q25 | Year-to-date — 9M25 | 9M24 | 9M25 x 9M24 |
|---|---|---|---|---|---|---|---|---|
| Net revenue | 37 , 088 | 35 , 358 | 34 , 088 | 5% | 9% | 104 , 505 | 98 , 098 | 7% |
| C ost of products sold | (34 , 588) | (33 , 076) | (31 , 933) | 5% | 8% | (97 , 708) | (9 1 , 646 ) | 7 % |
| Gross profit | 2 , 501 | 2 , 282 | 2 , 155 | 10% | 16% | 6 , 797 | 6 , 451 | 5% |
| Selling, general and administrative | (1 , 175) | (1 , 092) | (1 , 189) | 8% | -1% | (3 , 484) | (3 , 259) | 7% |
| Results from disposal of assets | (16) | 31 | (28) | n/a | -44% | (39) | 105 | n/a |
| Other operating income (expenses), net | 127 | (111) | 453 | n/a | -72% | 494 | (337) | n/a |
| Adjusted EBITDA | 1 , 946 | 1 , 5 37 | 2 , 070 | 27% | -6% | 5 , 205 | 4 , 231 | 23% |
| Recurring Adjusted EBITDA 1 | 1 , 783 | 1 , 506 | 1 , 468 | 18% | 21% | 4 , 434 | 4 , 093 | 8% |
| Depreciation and amortization 2 | (570) | (423) | (501) | 35% | 14% | ( 1 , 477 ) | ( 1 , 279 ) | 15 % |
| Financial Result | (401) | (108) | (31) | n/a | n/a | (612) | (597) | 3% |
| Net income | 772 | 698 | 1 , 151 | 11% | -33% | 2 , 286 | 1 , 645 | 39% |
| Investments | 756 | 519 | 544 | 46% | 39% | 1 , 716 | 1 , 437 | 19% |
| Cash flow from operating activities | 2 , 1 29 | 780 | 939 | 17 3 % | 12 7 % | 3 , 0 71 | 1 , 505 | 10 4 % |
1 Non-recurring items described in the EBITDA calculation table – page 2
2 Includes amortization of contractual assets with customers – exclusive rights and amortization of fair value adjustments on associates acquisition
Net revenues – Total of R$ 37,088 million (+5% vs 3Q24 and +9% vs 2Q25), driven by higher revenues from Ipiranga and Ultragaz and the consolidation of Hidrovia’s result from May 2025.
Recurring adjusted EBITDA – Total of R$ 1,783 million (+18% vs 3Q24), highlighting the consolidation of Hidrovias’ result and Ultragaz’s better result, partially offset by Ipiranga’s and Ultracargo’s lower EBITDA. Compared to 2Q25, r ecurring adjusted EBITDA increased 21%, with better results from Ipiranga, Ultragaz, and Hidrovias.
Results from the Holding and other companies – Negative result of R$ 68 million, driven by ( i ) R$ 51 million from the Holding expenses, which remained stable compared to 3Q24 and (ii) a negative result of R$ 17 million from other companies, mainly due to the worst performance of Refinaria Riograndense .
Depreciation and amortization – Total of R$ 570 million (+35% vs 3Q24 and +14% vs 2Q25), mainly reflecting the effects of the consolidation of Hidrovias.
Financial result – Negative result of R$ 401 million (-R$ 293 million vs 3Q24), resulting from ( i ) higher debt due to the consolidation of Hidrovias and the increase in CDI, (ii) a negative one-off mark-to-market result of R$ 63 million in this quarter, and (iii) partially offset by the positive effect of R$ 134 million from the monetary adjustment of extraordinary tax credits during the quarter. Compared to 2Q25, there was a worsening of R$ 370 million, due to the revenue from monetary adjustment of extemporaneous credits, which were R$ 210 million lower, and the aforementioned one-off mark-to-market result.
Net income – Total of R$ 772 million (+ 11 % vs 3Q24), reflecting the higher operating result and the recognition of extemporaneous tax credits, which were partially offset by higher financial expenses and higher depreciation and amortization. Compared to 2Q25, there was a 33% decrease, due to the lower volume of recognized extemporaneous tax credits and the increase in financial expenses.
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Cash flow from operating activities – Operating cash generation of R$ 2,129 million , c ompared to R$ 780 million in 3Q24, due to better operating results, the consolidation of Hidrovias, and lower working capital investment, especially at Ipiranga and Ultragaz , even with the R$ 258 million investments for the settlement of draft discount in the quarter.
R$ million
| IPIRANGA | Quarter — 3Q25 | 3Q24 | 2Q25 | 3Q25 x 3Q24 | 3Q25 x 2Q25 | Year-to-date — 9M25 | 9M24 | 9M25 x 9M24 |
|---|---|---|---|---|---|---|---|---|
| Total volume (‘000 m³) | 6 , 170 | 6 , 123 | 5 , 733 | 1% | 8% | 17 , 480 | 17 , 556 | 0% |
| Diesel | 3 , 284 | 3 , 283 | 2 , 925 | 0% | 12% | 8 , 984 | 9 , 049 | -1% |
| Otto cycle | 2 , 770 | 2 , 735 | 2 , 700 | 1% | 3% | 8 , 169 | 8 , 207 | 0% |
| O ther s 1 | 116 | 105 | 107 | 10% | 8% | 327 | 300 | 9% |
| Net income | 32 , 975 | 32 , 115 | 30 , 296 | 3% | 9% | 93 , 505 | 89 , 239 | 5% |
| Cost of products sold and service provided | (31 , 595) | (30 , 610) | (29 , 048) | 3% | 9% | (89 , 449) | (84 , 942) | 5% |
| Gross profit | 1 , 380 | 1 , 505 | 1 , 248 | -8% | 11% | 4 , 056 | 4 , 298 | -6% |
| Gross margin (R$/m³) | 224 | 246 | 218 | -9% | 3% | 232 | 245 | -5% |
| Selling, general and administrative | (691) | (752) | (773) | -8% | -11% | (2 , 226) | (2 , 290) | -3% |
| Results from disposal of assets | 7 | 31 | 34 | -76% | -78% | 47 | 104 | -55% |
| Other operating income (expenses), net | 115 | (124) | 396 | n/a | -71% | 406 | (398) | -202% |
| Adjusted EBITDA | 1 , 085 | 967 | 1 , 199 | 12% | -10% | 3 , 115 | 2 , 604 | 20% |
| Adjusted EBITDA margin (R$/m³) | 176 | 158 | 209 | 11% | -16% | 178 | 148 | 20% |
| Non-recurring 2 | (193) | (31) | (521) | 515 % | -63 % | (719) | (104) | 590 % |
| Recurring Adjusted EBITDA | 892 | 936 | 678 | -5% | 32% | 2 , 396 | 2 , 499 | -4% |
| Recurring Adjusted EBITDA margin (R$/m³) | 145 | 153 | 118 | -5% | 22% | 137 | 142 | -4% |
| Depreciation and amortization 3 | 283 | 309 | 299 | -8% | -5% | 848 | 896 | -5% |
| Recurring Adjusted LTM EBITDA | 3 , 240 | 3 , 660 | 3 , 284 | -11% | -1% | 3 , 240 | 3 , 660 | -11% |
| Recurring Adjusted LTM EBITDA margin (R$/m³) | 138 | 155 | 140 | -11% | -2% | 138 | 155 | -11% |
1 Fuel oils, arla 32, kerosene, lubricants and greases
2 Non-recurring items described in the EBITDA calculation table – page 2
3 Includes amortization with contractual assets with customers – exclusive rights
Operational performance – Volume increased by 1% compared to 3Q24, with a 1% increase in the Otto cycle (mainly in gasoline). Compared to 2Q25, the increase was 8%, resulting from growth in diesel volume, due to the seasonality and the effects of closed import parity (i nternational prices under Petrobras prices ) throughout the quarter. These factors were partially offset by the negative impacts also caused by irregularities in the fuel sector. Sales volume growth accelerated in September, a result of the beginning of market recovery after Carbono Oculto Operation, which is combating irregular companies in the sector.
Net revenues – Total of R$ 32,975 million in 3Q25 (+3% vs 3Q24 and +9% vs 2Q25), mainly due to the higher sales volume.
Cost of goods sold – Total of R$ 31,595 million (+3% vs 3Q24 and +9% vs 2Q25), in line with the effect observed in net revenue.
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Selling, general and administrative expenses – Total of R$ 691 million in 3Q25 (-8% vs 3Q24), with lower allowance for expected credit losses and lower marketing and personnel expenses (reduced headcount). Compared to 2Q25, expenses decreased by 11%, mainly due to lower level of contingencies.
Result from disposal of assets – Total of R$ 7 million in 3Q25 (-R$ 24 million vs 3Q24 and -R$ 2 6 million vs 2Q25), due to lower sale of real estate assets in the period.
Other operating results – Total of R$ 115 million (improvement of R$ 239 million vs 3Q24), due to the recognition of R$ 185 million in extraordinary tax credits and lower expenses with decarbonization credits, given the lower price level. Compared to 2Q25, there was a decrease of R$ 28 0 million, mainly due to the lower level of extraordinary tax credits between the periods.
Recur rin g adjusted EBITDA – Total of R$ 892 million (-5% vs 3Q24), impacted by lower margins, due to: ( i ) irregularities in the sector, highlighting the high level of naphtha imports for irregular sale as gasoline, (ii) inventory gain in 3Q24, (iii) partially offset by higher sales volume and lower expenses. Compared to 2Q25, there was a 32% increase, reflecting ( i ) closed import parity in 3Q25, (ii) inventory loss in 2Q25, (iii) higher sales volume, and (iv) lower expenses.
Investments – R$ 402 million was invested in 3Q25, allocated to the expansion and maintenance of its service stations and franchises network, in addition to investments towards enhancing the technology platform, focusing on the replacement of the ERP system. Of the total invested, R$ 150 million refers to additions to fixed and intangible assets, R$ 198 million to contractual assets with customers ( exclusiv e rights ), and R$ 54 million of financing granted to customers, net of receipts.
R$ million
| UL TRAGAZ | Quarter — 3Q25 | 3Q24 | 2Q25 | 3Q25 x 3Q24 | 3Q25 x 2Q25 | 9M25 | 9M24 | 9M25 x 9M24 |
|---|---|---|---|---|---|---|---|---|
| Total volume (‘000 ton) | 446 | 473 | 432 | -6% | 3% | 1 , 285 | 1 , 311 | -2% |
| Bottled | 289 | 297 | 276 | -3% | 5% | 823 | 831 | -1% |
| Bulk | 157 | 175 | 156 | -11% | 0% | 462 | 480 | -4% |
| Net revenues | 3 , 209 | 3 , 027 | 3 , 127 | 6% | 3% | 9 , 199 | 8 , 221 | 12% |
| Cost of products sold | (2 , 531) | (2 , 422) | (2 , 548) | 5% | -1% | (7 , 407) | (6 , 575) | 13% |
| Gross profit | 678 | 605 | 579 | 12% | 17% | 1 , 792 | 1 , 646 | 9% |
| Selling, general and administrative | (270) | (241) | (263) | 12% | 3% | (780) | (680) | 15% |
| Results from disposal of assets | 0 | 0 | (17) | 15% | n/a | (17) | 1 | n/a |
| Other operating income (expenses), net | 4 | 13 | 1 | -67% | n/a | 21 | 37 | -43% |
| Operating income | 41 3 | 377 | 30 1 | 9% | 37% | 1 , 017 | 1 , 005 | 1% |
| MTM of energy futures contracts | (58) | - | 42 | n/a | n/a | (25) | - | n/a |
| Adjusted EBITDA 1 | 463 | 448 | 442 | 3% | 5% | 1 , 298 | 1 , 263 | 3% |
| Adjusted EBITDA margin (R$/ton) | 1 , 039 | 948 | 1 , 023 | 10% | 2% | 1 , 011 | 963 | -43% |
| Non-recurring 2 | - | - | - | n/a | n/a | - | (17) | n/a |
| Recurring Adjusted EBITDA 1 | 463 | 448 | 442 | 3 % | 5 % | 1 , 298 | 1 , 246 | 4 % |
| Recurring Adjusted EBITDA margin (R$/ton) | 1 , 039 | 948 | 1 , 023 | 10% | 2% | 1 , 011 | 950 | 3% |
| Depreciation and amortization | 108 | 71 | 99 | 52% | 9% | 305 | 258 | 18% |
| Recurring Adjusted LTM EBITDA 1 | 1 , 740 | 1 , 652 | 1 , 725 | 5% | 1% | 1 , 740 | 1 , 652 | 5% |
| Recurring Adjusted LTM EBITDA margin (R$/ton) | 1 , 011 | 953 | 987 | 6% | 2% | 1 , 011 | 953 | 6% |
1 Includes contribution from the result of new energies
2 Non-recurring items described in the EBITDA calculation table – page 2
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Operational performance – The volume of LPG sold totaled 446 thousand tons in 3Q25 (-6% vs 3Q24), with a 3% decrease in the bottled segment and an 11% decrease in the bulk segment, reflecting the competitive dynamics of the market, which continued to be affected by the pass-through of increased costs from Petrobras auctions, in addition to lower market demand, especially in the industry segment, due to the economic slowdown. Compared to 2Q25, sales volume was 3% higher, reflecting the typical seasonality between the periods.
Net revenues – Total of R$ 3,209 million (+6% vs 3Q24), due to the pass-through of inflation and increased costs of LPG, in addition to higher revenue resulting from the consolidation and growth of the new energy segment, partially offset by lower sales volume. Compared to 2Q25, net revenues increased by 3%, mainly due to higher sales volume.
Cost of goods sold – Total of R$ 2,531 million (+5% vs. 3Q24), mainly impacted by the rising cost of LPG and the costs related to the new energies segment. These effects were partially offset by the lower sales volume during the period. Compared to 2Q25, there was a 1% decrease, mainly due to the positive effect of the mark-to-market of energy futures contracts, which offset the impact of the higher sales volume.
Selling, general and administrative expenses – Total of R$ 270 million (+12% vs. 3Q24), due to higher expenses with advertising and marketing and with personnel (collective bargaining agreement and consolidation of the new energies segment). Compared to 2Q25, expenses increased by 3%, mainly due to higher expenses for advertising and marketing.
Other operating results – Total of R$ 4 million in 3Q25 (-R$ 8 million vs 3Q24), a decrease due to lower revenues from indemnities and contractual penalties.
Recurring Adjusted EBITDA – Total of R$ 463 million in 3Q25 ( +3 % vs 3Q24 ), mainly due to the pass-through of inflation and the growth of the new energies segment, despite lower LPG sales volume. Compared to Q2 2025, the 5% increase mainly reflects the higher sales volume.
Investments – R$ 109 million was invested in 3Q25, mainly directed towards the expansion of the biomethane and bulk segment, the acquisition and replacement of bottles, as well as improvements related to infrastructure, safety and technology.
R$ million
| UL TRACARGO | Quarter — 3Q25 | 3Q24 | 2Q25 | 3Q25 x 3Q24 | 3Q25 x 2Q25 | 9M25 | 9M24 | 9M25 x 9M24 |
|---|---|---|---|---|---|---|---|---|
| Installed capacity 1 (‘000 m³) | 1 , 097 | 1 , 067 | 1 , 067 | 3% | 3% | 1 , 0 77 | 1 , 067 | 1 % |
| m³ sold (‘000 m³) | 3 , 845 | 4 , 357 | 3 , 703 | -12% | 4% | 11 , 573 | 12 , 860 | -10% |
| Net revenues | 243 | 266 | 247 | -9% | -2% | 760 | 793 | -4% |
| Cost of service provided | (115) | (97) | (104) | 19% | 11% | (323) | (285) | 13% |
| Gross profit | 127 | 169 | 142 | -25% | -11% | 437 | 508 | -14% |
| Gross margin (%) | 52% | 63% | 58% | -11 . 1p. p. | -5 . 3p. p. | 57% | 64% | -6 . 6p. p. |
| Selling, general and administrative | (41) | (45) | (45) | -8% | -8% | (128) | (136) | -5% |
| Results from disposal of assets | (0) | (0) | (0) | -98% | -89% | 0 | (0) | -208% |
| Other operating income (expenses), net | 3 | 6 | 5 | -50% | -32% | 10 | 11 | -12% |
| Adjusted EBITDA | 134 | 168 | 141 | -20% | -5% | 441 | 498 | -11% |
| Adjusted EBITDA margi n (%) | 55% | 63% | 57% | -7 . 8p. p. | -1 . 7p. p. | 58% | 63% | -4 . 8p. p. |
| Adjusted EBITDA margin (R$/ m³ capacity) | 41 | 52 | 44 | 21% | -7% | 46 | 52 | -12% |
| Depreciation and amortization 2 | 46 | 39 | 38 | 19% | 20% | 121 | 114 | 6% |
| Adjusted LTM EBITDA | 611 | 65 3 | 644 | - 6 % | -5% | 611 | 65 3 | - 6 % |
| Adjusted LTM EBITDA (%) | 59% | 62% | 60% | - 3 . 6 p. p. | - 1 . 9 p. p. | 59% | 62% | - 3 . 6 p. p. |
1 Monthly average
2 Includes amortization of fair value adjustments on associates acquisition
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Operational performance – The average installed capacity increased by 3%, with the addition of 23 thousand m³ in Palmeirante and 7 thousand m³ in Rondonópolis . The billed volume was 12% lower than in 3Q24, reflecting lower demand for storage in fuel imports, which resulted in lower handling in Santos, Itaqui and Suape . This impact was partially offset by higher volume handled in Opla . Compared to 2Q25, the billed volume increased by 4%, resulting from higher handling in Opla and Rondonópolis , partially offset by a decrease in handling of fuels in Santos.
Net revenues – Total of R$ 243 million (-9% vs 3Q24), reflecting the effects of volume mentioned above, even with better tariffs. Compared to 2Q25, there was a 2% decrease, due to the worst sales mix.
Cost of services provided – Total of R$ 115 million (+19% vs 3Q24 and +11% vs 2Q25), with higher costs with depreciation due to the conclusion of expansions, pre-operational costs and costs with the start of operation at Palmeirante , which is still in its ramp-up phase, and increased maintenance.
Selling, general and administrative expenses – Total of R$ 41 million (-8% vs 3Q24 and -8% vs 2Q25), with lower personnel expenses (mainly variable compensation, in line with lower operating result).
Adjusted EBITDA – Total of R$ 134 million in 3Q25 (-20% vs 3Q24), mainly explained by lower billed volume, due to lower demand for storage in fuel import by our customers, and higher pre-operational costs and costs with the start of operation at Palmeirante (in ramp-up), partially offset by better tariffs. Compared to 2Q25, there was a 5% decrease explained by the worst sales mix, in addition to higher operating costs.
Investments – R$ 169 million was invested in 3Q25, primarily allocated to capacity expansion projects at the terminals of Itaqui and Suape .
R$ million
| HIDROVIAS DO BRASIL | Quarter — 3Q25 | 3Q24 | 2Q25 | 3Q25 x 3Q24 | 3Q25 x 2Q25 | 9M25 | 9M24 | 9M25 x 9M24 |
|---|---|---|---|---|---|---|---|---|
| Total volume (thousand ton) | 5 , 182 | 3 , 981 | 4 , 922 | 30% | 5% | 14 , 266 | 12 , 490 | 14% |
| Net r evenue | 705 | 463 | 684 | 52% | 3% | 1 , 931 | 1 , 420 | 36% |
| Net operating revenue | 711 | 488 | 690 | 46% | 3% | 1 , 956 | 1 , 484 | 32% |
| Hedge accounting | (6) | (25) | (6) | -77% | -7% | (25) | (64) | -60% |
| Operating costs | (300) | (266) | (300) | 13% | 0% | (850) | (765) | 11% |
| Depreciation and amortization (costs) | (83) | (84) | (85) | -2% | -2% | (256) | (241) | 6% |
| Gross profit | 322 | 113 | 300 | 186% | 8 % | 824 | 414 | 99% |
| Gross margin (%) | 46% | 24% | 44% | 22 p. p. | 2 p. p. | 43% | 29% | 14 p. p. |
| General and administrative | (76) | (69) | (55) | 10% | 39% | (186) | (199) | -7% |
| Depreciation and amortization (expenses) | (7) | (28) | (8) | -77% | -20% | (24) | (64) | -63% |
| Results from disposal of assets | (23) | (0) | (48) | n/a | - 51 % | (106) | (1) | n/a |
| Other operating income (expenses), net | 3 | 11 | 4 | -69% | - 14 % | 15 | 21 | -32% |
| Adjusted EBITDA | 332 | 169 | 304 | 97% | 9% | 856 | 556 | 54% |
| Adjusted EBITDA margin (%) | 47% | 35% | 44% | 12 p. p. | 3 p. p. | 44% | 37% | 6 p. p. |
| Non-recurring 1 | 29 | - | 44 | n/a | -33% | 109 | 30 | n/a |
| Recurring Adjusted EBITDA | 361 | 169 | 348 | 114% | 4% | 965 | 586 | 65% |
| Recurring adjusted EBITDA margin (%) | 51% | 35% | 50% | 16 p. p. | 0 p. p. | 49% | 39% | 10 p. p. |
| Depreciation and amortization | 90 | 113 | 93 | -20% | -4% | 281 | 306 | -8% |
1 Non-recurring items for 3 Q25 are described in the EBITDA calculation table – page 2 . Regarding the comparative periods, non-recurring items can be consulted directly in the Earnings Release, on the company’s website. Results Center - Hidrovias IR
The table above presents Hidrovias’ full results since January 2024, as disclosed by the company’s on its Investor Relations website. The figures were maintained as originally published, reflecting the complete quarterly results.
Ultrapar’s consolidated figures in 2Q25 include the consolidation of Hidrovias results for May and June 2025, in addition to the share of profit (loss) of subsidiaries, joint ventures and associates of Hidrovias between May 2024 and April 2025.
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Operational performance – Total volume handled increased by 30% vs 3Q24 and 5% vs 2Q25, highlighting the normalization of navigation and the resulting recovery in iron ore volume in the South Corridor.
Net revenue (ex-hedge accounting) – Total of R$ 711 million in 3Q25 (46% vs 3Q24 and +3% vs 2Q25) mainly reflecting the higher volume handled in the South Corridor and a better sales mix.
Cost of services provided – Total of R$ 383 million in 3Q25 (+9% vs 3Q24 and stable vs 2Q25). Excluding depreciation and amortization costs, they totaled R$ 300 million in 3Q25 (13% vs 3Q24 and stable vs 2Q25), mainly due to the higher volume handled in the period.
General and administrative expenses – Total of R$ 83 million (-15% vs 3Q24 and +31% vs 2Q25). Excluding depreciation and amortization expenses, they totaled R$ 76 million in 3Q25 (+10% vs 3Q24 and +39% vs 2Q25), a growth mainly due to the higher variable compensation expenses, in line with the progression of results.
Recurring Adjusted EBITDA – Total of R$ 361 million in 3Q25 (+ 114% vs 3Q24 and +4% vs 2Q25), a record result for the company due to better navigability conditions in the South Corridor and a better sales mix.
Investments – R$ 69 million was invested in 3Q25 (in line with 3Q24 and -24% vs 2Q25) allocated to the modular expansion projects in the North Corridor and the docking of one of the Coastal Navigation ships.
R$ million
| U LTRAPAR – I ndebtedness | Quarter — 3 Q 2 5 | 3 Q 2 4 | 2 Q 25 |
|---|---|---|---|
| Cash and cash equivalents 1 | 6,668 | 7,370 | 6,437 |
| Gross debt 1 | (17,188) | (13,848) | (17,618) |
| Leases payable | (1,708) | (1,489) | (1,749) |
| Derivative financial instruments 1 | 185 | - | 295 |
| Net debt | (12,043) | (7,968) | (12,635) |
| Adjusted LTM EBITDA 2 | 7 , 058 | 5 , 955 | 6 , 779 |
| Net debt/Adjusted LTM EBITDA 2 | 1 . 7x | 1 . 3x | 1 . 9x |
| Trade payables – reverse factoring (draft discount) | - | (1,291) | (258) |
| Financial liabilities of customers (vendor) | (97) | (211) | (122) |
| Net debt + draft discount + vendor + receivables | (12,140) | (9,470) | (13,015) |
| Average gross debt duration (years) | 3,6 | 3,3 | 3,6 |
| Average cost of gross debt | 102% DI | 110% DI | 107% DI |
| DI +0.3% | DI + 1.0% | DI + 0.9% | |
| Average cash yield (% DI) | 96% | 97% | 99% |
1 In 2Q25, the “Cash and cash equivalents” and “Gross debt” lines no longer present the balance of “Derivative financial instruments”. For further information, please see note 26 of Ultrapar’s financial statements.
2 Adjusted LTM EBITDA does not include extraordinary tax credits. With the consolidation of Hidrovias, Adjusted LTM EBITDA for 2Q25 includes the effect of Hidrovias’ Adjusted EBITDA for the last 12 months, excluding the effects of share of profit (loss) of subsidiaries, joint ventures and associates” counted at Ultrapar.
Ultrapar ended 3Q25 with a net debt of R$ 12,043 million (1.7x Adjusted LTM EBITDA), a decrease compared to the R$ 12,635 million recorded in the immediately preceding quarter (1.9x Adjusted LTM EBITDA). This improvement reflects the solid cash generation during the period, which more than offset the payment of R$ 326 million in dividends made in August 2025 and the reduction of R$ 258 million in the reverse factoring balance. The reduction in leverage reflects lower net debt and higher Adjusted LTM EBITDA.
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Cash and maturity profile and breakdown of the gross debt (R$ m illion) :
Updates on ESG themes
Business
Ultragaz won the 3rd place in the SP Carbon Zero Award, in the Energy Transition category, with the Off-Grid Biomethane project, which replaces natural gas with a 100% renewable source. The initiative has already prevented the emission of more than 24,500 tons of CO₂ equivalent and has received R$50 million in investments for expansion and technological development. This recognition reinforces Ultragaz’s commitment to innovative and sustainable solutions for the Brazilian energy matrix.
Ultracargo has been recognized with the Gold Seal of the SP Carbon Zero Commitment, granted by the Government of São Paulo, being the only company in the storage sector to receive this distinction. The recognition highlights consistent actions in reducing and offsetting emissions, reinforcing its commitment to the transition to a low-carbon economy.
Hidrovias has strengthened its corporate governance by updating its Code of Ethics and Anti-Corruption Policy, incorporating guidelines on data protection and the responsible use of artificial intelligence. It also implemented the new Corporate Competition Policy, strengthening compliance and integrity practices in line with the highest regulatory and ethical standards.
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3Q25
| ULTRAPAR - Capital markets | Quarter — 3 Q 25 | 3 Q 24 | 2 Q 25 |
|---|---|---|---|
| Final number of shares (‘000 shares) | 1,115,850 | 1,115,440 | 1,115,507 |
| Market cap 1 (R$ million ) | 24,515 | 29,564 | 19,566 |
| B3 | |||
| Average daily trading volume ( ‘000 shares) | 5,302 | 5,393 | 5,872 |
| Average daily financial volume (R$ thousand) | 97,953 | 122,972 | 99,322 |
| Average share price (R$/share) | 18.47 | 22.80 | 16.91 |
| NYSE | |||
| Quantity of ADRs 2 ( ‘000 ADRs) | 70,253 | 59,258 | 67,360 |
| Average daily trading volume ( ‘000 ADRs) | 1,898 | 1,211 | 1,962 |
| Average daily financial volume (US$ thousand) | 6,464 | 4,954 | 5,928 |
| Average share (US$/ADRs) | 3.41 | 4.09 | 3.02 |
| Total | |||
| Average daily trading volume ( ‘000 shares) | 7,200 | 6,604 | 7,834 |
| Average daily financial volume (R$ thousand) | 133,139 | 150,482 | 132,869 |
1 Calculated on the closing share price for the period
2 1 ADR = 1 commom share
The average daily trading volume of Ultrapar, considering trades on B3 and NYSE, was R$ 133 million /day in 3 Q25 (- 12 % vs 3 Q24). Ultrapar’s shares showed strong appreciation during the quarter, closing 3 Q25 at R$ 21 . 97 on B3, up 25 % in the quarter, while Ibovespa index appreciated by 5% . On the NYSE, Ultrapar’s shares also rose 25 %, while the Dow Jones index appreciated by 5% in the quarter. As a result, Ultrapar ended the quarter with a market cap of R$ 24 . 5 billion.
UGPA3 x Ibovespa performance
(Base 100)
Source: Broadcast
3 Q 2 5 Conference call
Ultrapar will host a conference call with analysts and investors on November 1 3 , 2025, to comment on the Company’s performance in the third quarter of 2025 and its outlook. The presentation will be available for download on the Company’s website 30 minutes prior to the start.
The conference call will be broadcast via zoom and conducted in Portuguese with simultaneous translation into English. Please connect 10 minutes in advance .
Conference call in Portuguese with simultaneous translation into English Time: 11:00 (BRT) / 9:00 (EDT)
Access link via Zoom
Participants in Brazil and international : Click here .
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3Q25
R$ million
| ULTRAPAR - Balance sheet | Se p 25 | Se p 25 Continu ed | Se p 25 D iscontinued | Se p 24 | Jun 25 | Jun 25 Continu ed | Jun 25 D iscontinued |
|---|---|---|---|---|---|---|---|
| A SSETS | |||||||
| Cash and cash equivalents | 2,550 | 2,534 | 16 | 3,855 | 2,909 | 2,897 | 12 |
| Financial investments | 1,491 | 1,490 | 1 | 377 | 1,089 | 1,088 | 1 |
| Derivative instruments 1 | 181 | 181 | - | - | 157 | 157 | - |
| Trade receivables and reseller financing | 4,270 | 4,212 | 57 | 4,127 | 4,278 | 4,233 | 45 |
| Trade receivables - sale of subsidiaries | - | - | - | - | - | - | - |
| Inventories | 3,843 | 3,824 | 19 | 4,742 | 4,055 | 4,039 | 17 |
| Recoverable taxes | 2,024 | 1,992 | 31 | 1,694 | 2,336 | 2,309 | 27 |
| Energy trading futures contracts | 236 | 236 | - | 140 | 226 | 226 | - |
| Prepaid expenses | 166 | 166 | - | 127 | 211 | 211 | - |
| Contractual assets with customers – exclusive rights | 663 | 663 | - | 744 | 644 | 644 | - |
| O thers | 317 | 289 | 28 | 359 | 382 | 353 | 29 |
| Assets held for sale | - | 709 | - | - | - | 700 | - |
| Total current assets | 15 , 741 | 16 , 297 | 153 | 16 , 166 | 16 , 288 | 16 , 857 | 130 |
| Financial Investments and other financial assets | 2,628 | 2,609 | 19 | 3,137 | 2,439 | 2,420 | 19 |
| Derivative instruments 1 | 655 | 655 | - | - | 635 | 635 | - |
| Trade receivables and reseller financing | 797 | 797 | - | 710 | 761 | 761 | - |
| Deferred income and social contribution taxes | 925 | 849 | 77 | 1,326 | 976 | 896 | 80 |
| Recoverable taxes | 3,924 | 3,924 | - | 2,629 | 3,614 | 3,614 | 0 |
| Energy trading futures contracts | 424 | 424 | - | 205 | 314 | 314 | - |
| Escrow deposits | 503 | 481 | 22 | 1,052 | 492 | 471 | 21 |
| Prepaid expenses | 57 | 57 | - | 56 | 57 | 57 | - |
| Contractual assets with customers - exclusive rights | 1,473 | 1,473 | - | 1,399 | 1,444 | 1,444 | - |
| Related parties | 91 | 91 | - | 45 | 60 | 60 | - |
| Other receivables | 415 | 406 | 9 | 268 | 393 | 387 | 6 |
| Investments in subsidiaries, joint ventures and associates | 397 | 506 | (109) | 1,720 | 430 | 510 | (80) |
| Right-of-use assets | 1,927 | 1,927 | - | 1,691 | 1,940 | 1,940 | - |
| Property, plant and equipment | 12,205 | 11,829 | 376 | 6,756 | 11,943 | 11,583 | 360 |
| Intangible assets | 3,402 | 3,239 | 163 | 2,162 | 3,823 | 3,660 | 163 |
| Total non-current assets | 29,824 | 29,268 | 556 | 23,156 | 29,321 | 28,751 | 569 |
| Total a ssets | 45,565 | 45,565 | 709 | 39,322 | 45,608 | 45,608 | 700 |
| Liabilities | |||||||
| Trade payables | 3,429 | 3,413 | 16 | 3,051 | 2,876 | 2,855 | 20 |
| Trade payables - reverse factoring | - | - | - | 1,291 | 258 | 258 | - |
| Loans, financing and deb e ntures | 2,705 | 2,642 | 63 | 3,386 | 3,095 | 3,031 | 64 |
| Derivative instruments 1 | 206 | 206 | - | - | 157 | 157 | - |
| Salaries and related charges | 549 | 544 | 5 | 466 | 442 | 438 | 3 |
| Taxes payable | 543 | 524 | 19 | 529 | 593 | 573 | 19 |
| Leases payable | 336 | 336 | - | 321 | 376 | 376 | - |
| Energy trading futures contracts | 175 | 175 | - | 92 | 176 | 176 | - |
| Financial liabilities of customers (vendor) | 76 | 76 | - | 126 | 93 | 93 | - |
| Dividends payable | 17 | 17 | - | 62 | 86 | 86 | - |
| Others | 535 | 535 | - | 967 | 764 | 764 | - |
| Liabilities held for sale | - | 442 | - | - | - | 472 | - |
| Total current liabilities | 8 , 570 | 8 , 910 | 102 | 10 , 292 | 8 , 914 | 9 , 280 | 107 |
| Loans, financing and debentures | 14,483 | 14,143 | 340 | 10,462 | 14,523 | 14,158 | 365 |
| Derivative instruments 1 | 376 | 376 | - | - | 295 | 295 | - |
| Energy trading futures contracts | 170 | 170 | - | 57 | 107 | 107 | - |
| Provision for tax, civil and labor risks | 628 | 628 | - | 1,242 | 625 | 625 | - |
| Post-employment benefits | 213 | 213 | - | 255 | 209 | 209 | - |
| Leases payable | 1,371 | 1,371 | - | 1,168 | 1,374 | 1,374 | - |
| Financial liabilities of customers (vendor) | 21 | 21 | - | 84 | 30 | 30 | - |
| Related parties | 3 | 3 | - | 4 | 4 | 4 | - |
| Others | 1,063 | 1,063 | - | 410 | 1,132 | 1,132 | - |
| Total non-current liabilities | 18,328 | 17,988 | 340 | 13,681 | 18,298 | 17,933 | 365 |
| Total liabilities | 26,898 | 26,898 | 442 | 23,973 | 27,212 | 27,212 | 472 |
| EQUITY | |||||||
| Share capital | 7,987 | 7,987 | - | 6,622 | 6,622 | 6,622 | - |
| Reser ves | 7,243 | 7,243 | - | 6,999 | 8,602 | 8,602 | - |
| Treasury shares | (827) | (827) | - | (449) | (810) | (810) | - |
| O thers | 1,985 | 1,985 | - | 1,532 | 1,660 | 1,660 | - |
| Non-controlling interests in subsidiaries | 2,279 | 2,279 | - | 645 | 2,322 | 2,322 | - |
| Total equity | 18,667 | 18,667 | - | 15,348 | 18,396 | 18,396 | - |
| Total liabilities and Equity | 45,565 | 45,565 | 442 | 39,322 | 45,608 | 45,608 | 472 |
| Cash and cash equivalents | 6 , 668 | 7 , 370 | 6 , 437 | ||||
| Gross debt | (17 , 188) | (13 , 848) | (17 , 618) | ||||
| Derivative financial instruments 1 | 185 | - | 295 | ||||
| Leases payable | (1 , 708) | (1 , 489) | (1 , 749) | ||||
| Net debt | (12 , 043) | (7 , 968) | (12 , 635) |
1 In 2Q25 , the “ cash a nd cash equivalent” and “gross debt” lines no longer included the balance of derivate instruments
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3Q25
R$ million
| ULTRAPAR – Income statement | 3 Q 25 | Continued op. | Discontinued op. | 3 Q 24 | 2 Q 25 | Continued op. | Discontinued op. | 9M25 | 9M24 |
|---|---|---|---|---|---|---|---|---|---|
| Net revenues from sales and services | 37,088 | 37,034 | 54 | 35,358 | 34,088 | 34,055 | 33 | 104,505 | 98,098 |
| Cost of products sold and services provided | (34,588) | (34,556) | (31) | (33,076) | (31,933) | (31,907) | (26) | (97,708) | (91,646) |
| Gross Profit | 2,501 | 2,478 | 23 | 2,282 | 2,155 | 2,148 | 7 | 6,797 | 6,451 |
| Operating revenues (expenses) | |||||||||
| Selling and marketing | (604) | (604) | - | (671) | (649) | (649) | - | (1,854) | (1,884) |
| General and administrative | (571) | (569) | (2) | (421) | (541) | (539) | (1) | (1,630) | (1,375) |
| Results from disposal of assets | (16) | 13 | (29) | 31 | (28) | 15 | (44) | (39) | 105 |
| Other operating income (expenses), net | 127 | 124 | 3 | (111) | 453 | 450 | 3 | 494 | (337) |
| Operating income | 1 , 437 | 1 , 441 | (5) | 1 , 111 | 1 , 391 | 1 , 425 | (35) | 3 , 768 | 2 , 960 |
| Financial result | |||||||||
| Financial income | 375 | 373 | 2 | 221 | 648 | 644 | 3 | 1,200 | 662 |
| Financial expenses | (777) | (774) | (2) | (329) | (678) | (676) | (3) | (1,812) | (1,258) |
| Total share of profit (loss) of subsidiaries, joint ventures and associates | |||||||||
| Share of profit (loss) of subsidiaries , joint ventures and associates | (8) | (8) | - | 4 | 41 | 41 | - | (116) | (7) |
| Amortization of fair value adjustments on associates acquisition | (0) | (0) | - | (0) | (0) | (0) | - | (1) | (2) |
| Gain (loss) on obtaining control of an affiliate | - | - | - | - | 91 | 91 | - | 91 | - |
| Income before taxes and social contribution taxes | 1 , 027 | 1 , 032 | (5) | 1 , 006 | 1 , 492 | 1 , 526 | (34) | 3 , 130 | 2 , 355 |
| Income and social contribution taxes | |||||||||
| C urrent | (252) | (253) | 1 | (366) | (304) | (307) | 3 | (720) | (760) |
| Deferred | (3) | (5) | 2 | 58 | (37) | (47) | 10 | (123) | 51 |
| Net income | 772 | 775 | (2) | 698 | 1 , 151 | 1 , 172 | (21) | 2 , 286 | 1 , 645 |
| Net income attributable to: | |||||||||
| Shareholders of Ultrapar | 709 | 709 | - | 652 | 1,088 | 1,088 | - | 2,130 | 1,521 |
| Non-controlling interests in subsidiaries | 63 | 63 | - | 47 | 62 | 62 | - | 156 | 124 |
| Adjusted EBITDA | 1 , 946 | 1 , 9 45 | 1 | 1 , 537 | 2 , 070 | 2 , 097 | (27) | 5 , 205 | 4 , 231 |
| Non-recurring1 | (164) | (193) | 29 | (31) | (601) | (645) | 44 | (770) | (137) |
| Recurring Adjusted EBITDA | 1,783 | 1,753 | 30 | 1,506 | 1,468 | 1,452 | 17 | 4,434 | 4,093 |
| Depreciation and amortization 2 | 570 | 570 | - | 423 | 501 | 493 | 8 | 1,477 | 1,279 |
| Total invesments 3 | 756 | 740 | 16 | 519 | 543 | 535 | 8 | 1,716 | 1,437 |
| MTM of energy futures contracts | (58) | (58) | - | - | 42 | 42 | - | (25) | - |
| Cash flow hedge | 6 | - | 6 | - | 4 | 4 | - | 10 | - |
| RATIOS | |||||||||
| Earnings per share (R$) | 0.65 | 0.59 | 0.30 | 1.26 | 1.38 | ||||
| Net debt / Adjusted LTM EBITDA 4 | 1.7x | 1.3x | 1.9x | 1.7x | 1.3x | ||||
| Gross margin (%) | 6.7% | 6.5% | 6.3% | 6.5% | 6.6% | ||||
| Operating margin (%) | 3.9% | 3.1% | 4.1% | 3.6% | 3.0% | ||||
| Adjusted EBITDA margin (%) | 5.2% | 4.3% | 6.1% | 5.0% | 4.3% | ||||
| Recurring Adjusted EBITDA margin (%) | 4.8% | 4.3% | 4.3% | 4.2% | 4.2% | ||||
| Number of employees | 10,947 | 9,929 | 10,957 | 10,947 | 9,929 |
1 Non-recurring items described in the EBITDA calculation table – page 2 2 Includes amortization with contractual assets with customers – exclusive 3 Includes property, plant and equipment and additions to intangible assets (net of divestitures), contractual assets with customers (exclusive rights), initial direct costs of assets with right of use, contributions made to SPEs (Specific Purpose Companies), payment of grants, financing of clients, rental advances (net of receipts), acquisition of shareholdings and payments of leases 4 Adjusted LTM EBITDA does not include closing adjustments from the sale of Extrafarma and extraordinary tax credits
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3Q25
R$ million
| ULTRAPAR - Cash flows | Year | |
|---|---|---|
| Jan - Sep 2025 | Jan - Sep 2024 | |
| Cash flows from operating activities | ||
| Net income | 2,310 | 1,645 |
| Adjustments to reconcile net income to cash provided (consumed) by operating activities | ||
| Share of profit (loss) of subsidiaries, joint ventures and associates and amortization of fair value adjustments on associates acquisition | 117 | 9 |
| Amortization of contractual assets with customers - exclusive rights | 339 | 403 |
| Amortization of right-of-use assets | 267 | 230 |
| Depreciation and amortization | 884 | 674 |
| Interest and foreign exchange rate variations | 674 | 944 |
| Current and deferred income and social contribution taxes | 859 | 710 |
| Gain (loss) on disposal or write-off of property, plant and equipment, intangible assets and other assets | (45) | (141) |
| Equity instrument granted | 22 | 41 |
| Fair value result of energy contracts | (25) | - |
| Provision for decarbonization - CBios | 307 | 442 |
| Reavaliation of investment in associates | (91) | - |
| Other provisions and adjustments | (41) | 69 |
| Cash flow from operating acrivities before changes in working capital | 5 , 5 7 7 | 5 , 025 |
| (Increase) decrease in assets | ||
| Trade receivables and reseller financing | (116) | 158 |
| Inventories | 268 | (455) |
| Recoverable taxes | (84) | 280 |
| Dividends received from subsidiaries, associates and joint ventures | 11 | 2 |
| Other assets | 39 | (180) |
| Increase (decrease) in liabilities | ||
| Trade payables and trade payables - reverse factoring | (1,255) | (1,400) |
| Salaries and related charges | 17 | (32) |
| Taxes payable | 3 | (30) |
| Income and social contribution taxes payable | (733) | (719) |
| Other liabilities | 12 | (19) |
| Acquisition of CBios and carbon credits | (323) | (587) |
| Payments of contractual assets with customers - exclusive rights | (284) | (286) |
| Payment of contingencies | (20) | (31) |
| Income and social contribution taxes paid | (69) | (220) |
| Net cash provided (consumed) by continued operating activities | 3,044 | 1,505 |
| Net cash generated (consumed) by discontinued operating activities | 27 | - |
| Net cash generated (consumed) by operating activities | 3,071 | 1,505 |
| Cash flows from investing activities | ||
| Financial investments, net of redemptions | 648 | (2,052) |
| Acquisition of property, plant and equipment | (1 , 335) | (1 , 099) |
| Cash provided by disposal of investments and property, plant and equipment | 111 | 1,256 |
| Capital decrease in subsidiaries, associates and joint ventures | - | 1 |
| Net cash consumed in the purchase of investments and other assets | (617) | (1,243) |
| Cash acquired in business combination | 1,172 | - |
| Net cash provided (consumed) by investing continued activities | (21) | (3,137) |
| Net cash provided (consumed) by investing discontinued activities | (22) | - |
| Net cash provided (consumed) by investing activities | (43) | (3,137) |
| Cash flows from financing activities | ||
| Loans, financing and debentures | ||
| Proceeds | 4,960 | 3,659 |
| Repayments | (4,522) | (2,126) |
| Interest and derivatives (paid) or received | (1,262) | (742) |
| Payments of leases | (367) | (326) |
| Dividends paid | (899) | (781) |
| Payments of financial liabilities of customers | (98) | (123) |
| Capital increase of non-controlling shareholders | (12) | 14 |
| Repurchase of treasury shares | (267) | - |
| Related parties | (32) | (12) |
| Net cash provided (consumed) by financing continued activities | (2,499) | (438) |
| Net cash provided (consumed) by financing discontinued activities | (1) | - |
| Net cash provided (consumed) by financing activities | (2,499) | (438) |
| Effect of exchange rate changes on cash and cash equivalents in foreign currency | (62) | - |
| Increase (decrease) in cash and cash equivalents continued activities | 462 | (2,070) |
| Increase (decrease) in cash and cash equivalents discontinued activities | 5 | - |
| Cash and cash equivalents continued activities at the beginning of the period | 2,072 | 5,926 |
| Cash and cash equivalents discontinued activities at the beginning of the period | 11 | - |
| Cash and cash equivalents continued activities at the end of the period | 2,534 | 3,855 |
| Cash and cash equivalents discontinued activities at the end of the period | 16 | - |
| Non-cash transactions | ||
| Addition on right-to-use assets and leases payable | 280 | 274 |
| Addition on contractual assets with customers - exclusive rights | 59 | 54 |
| Reclassification between financial assets and investment in associates | - | 645 |
| Acquisition of property, plant and equipment and intangible assets without cash effect | 24 | 9 |
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3Q25
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 | Se p 25 | Se p 24 | Jun 25 |
|---|---|---|---|
| Trade receivables and reseller financing | 4,200 | 4,133 | 4,041 |
| Inventories | 3,421 | 4,525 | 3,635 |
| T axes | 5,159 | 3,703 | 5,080 |
| Recoverable income and social contribution taxes | 335 | 366 | 349 |
| Judicial deposits | 336 | 319 | 331 |
| Deferred income and social contribution taxes | 549 | 884 | 566 |
| O thers | 500 | 638 | 554 |
| Contractual assets with customers - exclusiv e rights | 2,136 | 2,142 | 2,088 |
| Right-of-use assets (leases) | 838 | 923 | 835 |
| Investments | 125 | 151 | 133 |
| Property, plant and equipment | 3,324 | 3,207 | 3,298 |
| Intang ible | 1,113 | 1,275 | 1,153 |
| Total operating assets | 22,037 | 22,267 | 22,063 |
| Operating liabilities | |||
| Trade payables and reverse factoring | 2,896 | 3,977 | 2,628 |
| Salaries and related charges | 233 | 242 | 192 |
| Post-employment benefits | 230 | 272 | 226 |
| Taxes | 128 | 108 | 122 |
| Income and social contribution taxes payable | 158 | 253 | 178 |
| Deferred income and social contribution taxes | 3 | 0 | 4 |
| P rovisions for tax, civil, and labor risks | 438 | 447 | 469 |
| Leases payable | 688 | 734 | 698 |
| Financial liabilities of customers (vendor) | 97 | 211 | 122 |
| Provision for decarbonization credit | (0) | 268 | 56 |
| O thers | 520 | 675 | 699 |
| Total operating liabilities | 5 , 390 | 7 , 185 | 5 , 395 |
| N umber of service stations | 5,812 | 5,871 | 5,826 |
| N umber of employees | 4,059 | 4,834 | 4,072 |
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3Q25
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 | Se p 25 | Se p 24 | Jun 25 |
|---|---|---|---|
| Trade receivables | 658 | 665 | 716 |
| Inventories | 239 | 204 | 234 |
| T axes | 152 | 151 | 224 |
| Recoverable income and social contribution taxes | 25 | 24 | 26 |
| Judicial deposits | 49 | 723 | 47 |
| Deferred income and social contribution taxes | 89 | 216 | 89 |
| O thers | 122 | 95 | 154 |
| Right-of-use assets ( leases ) | 179 | 152 | 184 |
| Investments | 5 | 1 | 6 |
| Property, plant and equipment, net | 1,601 | 1,509 | 1,572 |
| Intangible assets, net | 325 | 333 | 325 |
| Total Operating Assets | 3,443 | 4,073 | 3,576 |
| Operating Liabilities | |||
| Trade payables | 270 | 257 | 250 |
| Salaries and related charges | 150 | 140 | 124 |
| Tax es | 23 | 18 | 24 |
| Income and social contribution taxes payable | 88 | 114 | 97 |
| D eferred income and social contribution taxes | 121 | 0 | 100 |
| P rovisions for tax, civil, and labor risks | 16 | 629 | 16 |
| Leases payable | 215 | 189 | 221 |
| O thers | 136 | 300 | 144 |
| Total Operating Liabilities | 1 , 021 | 1 , 6 4 8 | 97 6 |
| N umber of employees | 3 , 682 | 3 , 745 | 3 , 690 |
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3Q25
R$ million
| ULTRACARGO - Employed capital | Se p 25 | Se p 24 | Jun 25 |
|---|---|---|---|
| Trade receivables | 41 | 45 | 59 |
| Inventories | 13 | 13 | 13 |
| T axes | 0 | 4 | 2 |
| Recoverable income and social contribution taxes | 31 | 49 | 29 |
| Judicial deposits | 9 | 9 | 9 |
| Deferred income and social contribution taxes | 25 | 37 | 37 |
| O thers | 22 | 38 | 33 |
| Right-of-use assets ( leases ) | 618 | 609 | 598 |
| Investments | 238 | 216 | 239 |
| Property, plant and equipment, net | 2,503 | 1,971 | 2,375 |
| Intangible assets, net | 286 | 283 | 287 |
| Total Operating Assets | 3,787 | 3,273 | 3,680 |
| Operating Liabilities | |||
| Trade payables | 81 | 76 | 69 |
| Salaries and related charges | 41 | 45 | 36 |
| Tax es | 17 | 16 | 14 |
| Income and social contribution taxes payable | 14 | 16 | 18 |
| D eferred income and social contribution taxes | 0 | - | (0) |
| P rovisions for tax, civil, and labor risks | 12 | 30 | 28 |
| Leases payable | 560 | 557 | 548 |
| O thers | 24 | 38 | 23 |
| Total Operating Liabilities | 749 | 778 | 736 |
| N umber of employees | 85 3 | 842 | 849 |
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3Q25
R$ million
| HIDROVIAS - Employed Capital | Se p 25 |
|---|---|
| Trade receivables | 170 |
| Inventories | 170 |
| Taxes | 21 |
| Recoverable income and social contribution taxes | 204 |
| Judicial deposits | 94 |
| Deferred income and social contribution taxes | 107 |
| Others | 263 |
| Right-of-use assets (leases) | 286 |
| Investments | 25 |
| Property, plant and equipment, net | 4,646 |
| Intangible assets, net | 1,406 |
| Total Operating Assets | 7,391 |
| Operating Liabilities | |
| Trade payables | 121 |
| Salaries and related charges | 82 |
| Tax es | 77 |
| Income and social contribution taxes payable | 35 |
| D eferred income and social contribution taxes | 508 |
| P rovisions for tax, civil, and labor risks | 93 |
| Leases payable | 237 |
| O thers 1 | 149 |
| Total Operating Liabilities | 1,303 |
| N umber of employees | 1 , 84 2 |
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3Q25
R$ million
| HIDROVIAS - Income statement | Quarter |
|---|---|
| 3 Q 25 | |
| Net Revenue | 705 |
| Net operating revenue | 711 |
| Hedge accounting | (6) |
| Operating costs | (300) |
| Depreciation and amortization (costs) | (83) |
| Depreciation business combination (costs) | (9) |
| Gross profit | 314 |
| Operating expenses | |
| Selling and marketing | (76) |
| General and administrative | (7) |
| Estimate of expected losses | (32) |
| Result s from disposal of assets | (23) |
| O ther operating income (expenses), net | 3 |
| Operating income | 179 |
| Share of profit (loss) | 17 |
| Adjusted EBITDA | 332 |
| N on-recurring 1 | 29 |
| Recurring Adjusted EBITDA | 361 |
| Depreciation and amortization | 130 |
| RATIOS | |
| Gross margin ( % ) | 44.5% |
| Operating margin ( % ) | 25.4% |
| Adjusted EBITDA margin ( % ) | 47.1% |
1 Non-recurring items described in the EBITDA calculation table – page 2
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(Minutes of the Meeting of the Board of Directors of Ultrapar Participações S.A. , held on November 1 2 , 2025 )
ULTRAPAR PARTICIPAÇÕES S.A.
Publicly Traded Company
CNPJ nº 33.256.439/0001-39 NIRE 35.300.109.724
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
Date, Hour and Place:
November 1 2 , 2025, at 10:00 a.m., at ULTRAPAR PARTICIPAÇÕES S.A. (“Company”) headquarters, located at Brigadeiro Luís Antônio Avenue, Nr. 1.343, 9th floor, in the City and State of São Paulo, also contemplating participation through Microsoft Teams.
Members in attendance:
( i ) Members of the Board of Directors undersigned; (ii) the Secretary of the Board of Directors, Ms. Denize Sampaio Bicudo ; and (iii) Chief Executive Officer, Mr. Rodrigo de Almeida Pizzinatto ; (iv) C hief Financial and Investor Relations Officer, Mr. Alexandre Mendes Palhares; and (v) Chief Executive Officers of the Company’s businesses, Mrs. Fulvius Tomelin, Leonardo Remião Linden and Tabajara Bertelli Costa .
Matter discussed and resolution:
After having analyzed and discussed the performance of the Company in the third quarter of the current fiscal year, the respective financial statements were approved.
The Board members approved the fees proposal of Deloitte Touche Tohmatsu Auditores Independentes Ltda. to provide auditing services for the 2025 financial statements, as proposed by the Executive Board and recommended by the Company’s Audit and Risk Committee.
The Board members approved, pursuant to article 27, item (p), of the Company’s Bylaws, the contracting of indebtedness through the issuance, by Ipiranga with Banco Itaú S.A., of an export credit note, in the principal amount of up to US$ 300,000,000.00 (“ECN”), maturing on June 6, 2029. The ECN shall be subject to U.S. dollar exchange rate variation, plus compensatory interest of up to 6.50%, and Ipiranga may use foreign exchange hedging instruments.
The Board members also approved that Ipiranga may discuss, negotiate and execute, through its Executive Board and/or representatives, all documents and perform all acts related to the above resolution, including all acts necessary for the execution, formalization and completion of the ECN, as presented by the Executive Board.
As a final point, considering the Stock-Based Incentive Plan approved by the Company’s Extraordinary General Meeting on April 19, 2023, the Board members approved, based on the recommendation of the People Committee: (i) the 6th Restricted Stock-Based Incentive Program (“Program”), (ii) the list of participants designated to take part in the Program and the respective number of shares to be granted, and (iii) the execution of agreements between the Company and each participant of the programs mentioned in item (i). These documents will be filed at the Company’s headquarters.
Notes: The resolution s 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.
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MARCOS MARINHO LUTZ – Chairman
JORGE MARQUES DE TOLEDO CAMARGO – Vice-Cha i rman
FABIO VENTURELLI
FLÁVIA BUARQUE DE ALMEIDA
FRANCISCO DE SÁ NETO
JOSÉ MAURICIO PEREIRA COELHO
MARCELO FARIA DE LIMA
PETER PAUL LORENÇO ESTERMANN
VÂNIA MARIA LIMA NEVES
DENIZE SAMPAIO BICUDO – Secretary of the Meeting
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 12, 2025
| ULTRAPAR HOLDINGS INC. | |
|---|---|
| By: | /s/ Alexandre Mendes Palhares |
| Name: | Alexandre Mendes Palhares |
| Title: | Chief Financial and Investor Relations Officer |
( Minutes of the Meeting of the Board of Directors of Ultrapar Participações S.A., held on November 12 , 2025 )
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