UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

Form 6-K

 

Report of Foreign Private Issuer

 

Pursuant to Rule 13a-16 Or 15d-16 Of

 

The Securities Exchange Act Of 1934

 

For the month of August 2025

 

Commission File Number: 001-14950

 

ULTRAPAR HOLDINGS INC.

(Translation of Registrant’s Name into English)

 

Brigadeiro Luis Antonio Avenue, 1343, 9th Floor

São Paulo, SP, Brazil 01317-910

(Address of Principal Executive Offices)

 

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

 

Form 20-F ____X____                                                         Form 40-F ________

 

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

 

Yes ________                                                                       No ____X____

 

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

 

Yes ________                                                                       No ____X____

 

1


ULTRAPAR HOLDINGS INC.

TABLE OF CONTENTS

 

ITEM


1. Individual and Consolidated Interim Financial Information as of and for the Quarter Ended June 30, 2025 and Report on Review of Interim Financial Information
2. 2Q25 Earnings Release
3. Minutes of the Meeting of the Board of Directors of Ultrapar Participações, held on August 13, 2025
4. Notice to Shareholders

    2

     Individual and Consolidated Interim Financial Information as of and for the Quarter Ended June 30, 2025 and Report on Review of Interim Financial Information

    Graphics


    3





    Ultrapar Participações S.A. and Subsidiaries

    Graphics

     

    Table of Content


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

     

    4

     

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


    Ultrapar Participações S.A.

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

     

     

     

     

    Deloitte Touche Tohmatsu Auditores Independentes Ltda.


    5


    Graphics

    Deloitte Touche Tohmatsu

    Av. Dr. Chucri Zaidan , 1.240 -

    4ao 12o andares - Golden Tower

    04711-130 - São Paulo - SP

    Brazil

     

    Tel.: + 55 (11) 5186-1000

    Fax: + 55 (11) 5181-2911

    www.deloitte.com.br


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

    REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION

    To the Shareholders, Board of Directors and Management of

    Ultrapar Participações S.A.

    Introduction

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

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

    Scope of review

    We conducted our review in accordance with Brazilian and international standards on review of interim financial information (NBC TR 2410 and ISRE 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the standards on auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

    Conclusion on the individual and consolidated interim financial information

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

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

     

    Deloitte provides leading professional services to nearly 90% of the Fortune Global 500® and thousands of private companies. Our people deliver measurable and lasting results that
    help reinforce public trust in capital markets and enable clients to transform and thrive. Building on its 180-year history, Deloitte spans more than 150 countries and territories. Learn
    how Deloitte’s approximately 460,000 people worldwide make an impact that matters at
    www.deloitte.com.

     

    © 2025. For information, contact Deloitte Global.

     

     

    6



    Graphics

    Other matters

     

    Statements of value added

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

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

    São Paulo, August 13, 2025

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


    7



    Ultrapar Participações S.A. and Subsidiaries

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

    (In thousands of Brazilian Reais)


     

    Parent

     

    Consolidated

     

    Note

    06/30/2025

     

    12/31/2024

     

    06/30/2025

     

    12/31/2024

    Assets

     

     

     

     

     

     

     

     

    Current assets

     

     

     

     

     

     

     

     

    Cash and cash equivalents

    4.a

    2,223

     

    4,186

     

    2,897,418

     

    2,071,593

    Financial investments

    4.b

    7,431

     

    20,100

     

    1,088,104

     

    2,306,927

    Derivative financial instruments

    26.f

     

    -

     

    156,812

     

    246,084

    Trade receivables

    5.a

     

     

    3,739,280

     

    3,540,266

    Reseller financing

    5.a

     

     

    493,748

     

    511,979

    Inventories

    6

     

     

    4,038,595

     

    3,917,076

    Recoverable taxes

    7.a

    1,168

     

    1,323

     

    2,022,246

     

    2,040,008

    Recoverable income and social contribution taxes

    7.b

    8,640

     

    16,734

     

    286,584

     

    151,930

    Energy trading futures contracts

    26.h

     

     

    226,359

     

    141,257

    Dividends receivable

     

    185,745

     

     

    1,238

     

    3,415

    Other receivables and other assets

     

    111,973

     

    95,859

     

    351,419

     

    294,769

    Prepaid expenses

     

    9,314

     

    5,506

     

    210,955

     

    163,846

    Contractual assets with customers - exclusivity rights

    10

     

     

    644,450

     

    658,571

     

     

    326,494

     

    143,708

     

    16,157,208

     

    16,047,721

    Assets held for sale

    28

    118,458

     

     

    699,844

     

    Total current assets

     

    444,952

     

    143,708

     

    16,857,052

     

    16,047,721

     

     

     

     

     

     

     

     

     

    Non-current assets

     

     

     

     

     

     

     

     

    Financial investments

    4.b

    300,000

     

    300,001

     

    2,419,997

     

    2,819,179

    Derivative financial instruments

    26.f

     

     

    634,774

     

    585,294

    Trade receivables

    5.a

     

     

    42,823

     

    27,003

    Reseller financing

    5.a

     

     

    718,384

     

    766,045

    Related parties

    8

    7,368

     

    7,076

     

    59,653

     

    48,309

    Deferred income and social contribution taxes

    9.a

    135,120

     

    142,630

     

    896,198

     

    936,941

    Recoverable taxes

    7.a

    74

     

    74

     

    3,301,582

     

    2,650,269

    Recoverable income and social contribution taxes

    7.b

    7,196

     

    7,196

     

    312,313

     

    346,137

    Energy trading futures contracts

    26.h

     

     

    314,025

     

    263,438

    Escrow deposits

    18.a

    13,363

     

    12,615

     

    470,548

     

    446,076

    Indemnification asset - business combination

    18.c

     

     

    152,149

     

    126,098

    Other receivables and other assets

     

    5,214

     

    2,607

     

    234,819

     

    117,076

    Prepaid expenses

     

    20,598

     

    18,989

     

    57,431

     

    40,904

    Contractual assets with customers - exclusivity rights

    10

     

     

    1,444,020

     

    1,473,331

     

     

     

     

     

     

     

     

     

    Investments in subsidiaries, joint ventures and associates

    11

    15,209,631

     

    14,898,466

     

    509,765

     

    2,148,633

    Right-of-use assets, net

    12

    6,092

     

    7,664

     

    1,939,621

     

    1,671,324

    Property, plant and equipment, net

    13

    65,299

     

    68,447

     

    11,582,867

     

    7,135,966

    Intangible assets, net

    14

    271,505

     

    273,674

     

    3,660,172

     

    1,908,330

    Total non-current assets

     

    16,041,460

     

    15,739,439

     

    28,751,141

     

    23,510,353

    Total assets

     

    16,486,412

     

    15,883,147

     

    45,608,193

     

    39,558,074


    8



    Ultrapar Participações S.A. and Subsidiaries

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

    (In thousands of Brazilian Reais)


     

    Parent

     

    Consolidated

     

    Note

    06/30/2025

     

    12/31/2024

     

    06/30/2025

     

    12/31/2024

    Liabilities

     

     

     

     

     

     

     

     

    Current liabilities

     

     

     

     

     

     

     

     

    Trade payables

    16.a

    37,087

     

    25,423

     

    2,855,419

     

    3,518,385

    Trade payables - reverse factoring

    16.b

     

     

    257,822

     

    1,014,504

    Loans, financing and debentures

    15

     

     

    3,030,887

     

    3,478,673

    Derivative financial instruments

    26.f

     

     

    157,448

     

    74,087

    Salaries and related charges

     

    31,539

     

    44,191

     

    438,265

     

    480,285

    Taxes payable

     

    266

     

    903

     

    225,743

     

    151,230

    Energy trading futures contracts

    26.h

     

     

    175,687

     

    66,729

    Dividends payable

     

    13,924

     

    293,165

     

    86,197

     

    327,471

    Income and social contribution taxes payable

     

    370

     

    175

     

    347,561

     

    322,074

    Post-employment benefits

    17.a

     

     

    24,098

     

    24,098

    Provision for decarbonization credit

     

     

     

    56,357

     

    Provisions for tax, civil and labor risks

    18.a

    396

     

    431

     

    70,643

     

    47,788

    Leases payable

    12.b

    2,834

     

    3,012

     

    375,534

     

    316,460

    Financial liabilities of customers

     

     

     

    92,544

     

    117,090

    Other payables

     

    201

     

    2,069

     

    613,313

     

    554,327

     

     

    86,617

     

    369,369

     

    8,807,518

     

    10,493,201

    Liabilities held for sale

    28

     

     

    472,243

     

    Total current liabilities

     

    86,617

     

    369,369

     

    9,279,761

     

    10,493,201

     

     

     

     

     

     

     

     

     

    Non-current liabilities

     

     

     

     

     

     

     

     

    Loans, financing and debentures

    15

     

     

    14,158,009

     

    10,381,837

    Derivative financial instruments

    26.f

     

     

    294,551

     

    367,513

    Energy trading futures contracts

    26.h

     

     

    107,166

     

    48,047

    Related parties

    8

    2,875

     

    2,875

     

    3,679

     

    3,516

    Deferred income and social contribution taxes

    9.a

     

     

    724,511

     

    132,825

    Post-employment benefits

    17.a

    1,690

     

    1,517

     

    208,818

     

    198,778

    Provisions for tax, civil and labor risks

    18.a

    146,628

     

    197,396

     

    625,222

     

    610,572

    Leases payable

    12.b

    4,302

     

    5,698

     

    1,373,563

     

    1,168,692

    Financial liabilities of customers

     

     

     

    29,760

     

    63,135

    Subscription warrants - indemnification

    19

    51,549

     

    47,745

     

    51,549

     

    47,745

    Provision for loss on investment

    11

    78,507

     

    68,530

     

    19,820

     

    349

    Other payables

     

    40,560

     

    31,299

     

    336,015

     

    218,420

    Total non-current liabilities

     

    326,111

     

    355,060

     

    17,932,663

     

    13,241,429

     

     

     

     

     

     

     

     

     

    Equity

     

     

     

     

     

     

     

     

    Share capital

    20.a

    6,621,752

     

    6,621,752

     

    6,621,752

     

    6,621,752

    Equity instrument granted

    20.b

    114,972

     

    108,253

     

    114,972

     

    108,253

    Capital reserve

    20.d

    611,664

     

    612,048

     

    611,664

     

    612,048

    Treasury shares

    20.c

    (810,331)

     

    (596,400)

     

    (810,331)

     

    (596,400)

    Revaluation reserve

    20.d

    3,543

     

    3,632

     

    3,543

     

    3,632

    Profit reserves

    20.e

    7,987,100

     

    8,195,221

     

    7,987,100

     

    8,195,221

    Retained earnings

     

    1,421,253

     

     

    1,421,253

     

    Accumulated other comprehensive income

     

    150,810

     

    214,212

     

    150,810

     

    214,212

    Shareholder transactions

     

    (27,079)

     

     

    (27,079)

     

    Ultrapar shareholders’ equity

     

    16,073,684

     

    15,158,718

     

    16,073,684

     

    15,158,718

    Non-controlling interests

    11

     

     

    2,322,085

     

    664,726

    Total equity

     

    16,073,684

     

    15,158,718

     

    18,395,769

     

    15,823,444

    Total liabilities

     

    16,486,412

     

    15,883,147

     

    45,608,193

     

    39,558,074

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

    9



    Ultrapar Participações S.A. and Subsidiaries

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

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


     

     

    Parent

     

    Consolidated

     

     Note

     

    04/01/2025 to 06/30/2025

     

    01/01/2025 to 06/30/2025

     

    04/01/2024 to 06/30/2024

     

    01/01/2024 to 06/30/2024

     

    04/01/2025 to 06/30/2025

     

    01/01/2025 to 06/30/2025

     

    04/01/2024 to 06/30/2024

     

    01/01/2024 to 06/30/2024

    Continuing operations

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Net revenue from sales and services

    21

     

     

     

     

     

    34,055,043

     

    67,384,305

     

    32,343,947

     

    62,739,849

    Cost of products and services sold

    22

     

     

     

     

     

    (31,907,336)

     

    (63,094,967)

     

    (30,235,855)

     

    (58,570,545)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Gross profit

     

     

     

     

     

     

    2,147,707

     

    4,289,338

     

    2,108,092

     

    4,169,304

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Operating income (expenses)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Selling and marketing

    22

     

     

     

     

     

    (648,523)

     

    (1,250,088)

     

    (644,129)

     

    (1,213,129)

    General and administrative

    22

     

    (14,993)

     

    (27,628)

     

    (12,177)

     

    (24,765)

     

    (539,384)

     

    (1,057,746)

     

    (513,502)

     

    (954,302)

    Results from disposal of assets

     

     

    (29)

     

    2

     

    6

     

    47

     

    15,394

     

    20,701

     

    37,073

     

    73,881

    Other operating income (expenses), net

    22

     

    50,751

     

    50,301

     

    (3,363)

     

    31,855

     

    450,056

     

    363,553

     

    (88,242)

     

    (226,029)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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

     

     

    35,729

     

    22,675

     

    (15,534)

     

    7,137

     

    1,425,250

     

    2,365,758

     

    899,292

     

    1,849,725

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

    11

     

    1,063,301

     

    1,397,065

     

    422,983

     

    838,361

     

    41,418

     

    (107,665)

     

    (8,013)

     

    (11,097)

    Amortization of fair value adjustments on associates acquisition

    11

     

     

     

     

     

    (402)

     

    (805)

     

    (1,682)

     

    (1,682)

    Gain on acquisition of control of associate

    27.b

     

     

     

     

     

    91,105

     

    91,105

     

     

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

     

     

    1,063,301

     

    1,397,065

     

    422,983

     

    838,361

     

    132,121

     

    (17,365)

     

    (9,695)

     

    (12,779)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Income before financial result and income and social contribution taxes

     

     

    1,099,030

     

    1,419,740

     

    407,449

     

    845,498

     

    1,557,371

     

    2,348,393

     

    889,597

     

    1,836,946

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Financial income

    23

     

    10,699

     

    27,980

     

    23,126

     

    42,872

     

    644,368

     

    821,258

     

    280,585

     

    440,780

    Financial expenses

    23

     

    (2,330)

     

    (6,917)

     

    (4,121)

     

    (22,763)

     

    (675,781)

     

    (1,032,640)

     

    (486,333)

     

    (929,297)

        Financial result, net

    23

     

    8,369

     

    21,063

     

    19,005

     

    20,109

     

    (31,413)

     

    (211,382)

     

    (205,748)

     

    (488,517)

    Income before income and social contribution taxes

     

     

    1,107,399

     

    1,440,803

     

    426,454

     

    865,607

     

    1,525,958

     

    2,137,011

     

    683,849

     

    1,348,429

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Income and social contribution taxes

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Current

    9.b; 9.c

     

    (950)

     

    (950)

     

     

    (10,592)

     

    (306,859)

     

    (471,298)

     

    (306,861)

     

    (394,725)

    Deferred

    9.b

     

    (6,952)

     

    (7,510)

     

    11,461

     

    14,374

     

    (47,177)

     

    (130,607)

     

    114,225

     

    (7,045)

     

     

     

    (7,902)

     

    (8,460)

     

    11,461

     

    3,782

     

    (354,036)

     

    (601,905)

     

    (192,636)

     

    (401,770)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Net income from continuing operations

     

     

    1,099,497

     

    1,432,343

     

    437,915

     

    869,389

     

    1,171,922

     

    1,535,106

     

    491,213

     

    946,659

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Discontinued operations

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Net income (loss) from discontinued operations

    28

     

    (11,133)

     

    (11,133)

     

     

     

    (21,390)

     

    (21,390)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Net income for the period

     

     

    1,088,364

     

    1,421,210

     

    437,915

     

    869,389

     

    1,150,532

     

    1,513,716

     

    491,213

     

    946,659

    Income attributable to:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

      Shareholders of Ultrapar

     

     

    1,088,364

     

    1,421,210

     

    437,915

     

    869,389

     

    1,088,364

     

    1,421,210

     

    437,915

     

    869,389

      Non-controlling interests in subsidiaries

    11

     

     

     

     

     

    62,168

     

    92,506

     

    53,298

     

    77,270

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Basic

    24

     

    1.0103

     

    1.3128

     

    0.3969

     

    0.7895

     

    1.0103

     

    1.3128

     

    0.3969

     

    0.7895

    Diluted

    24

     

    0.9910

     

    1.2902

     

    0.3912

     

    0.7794

     

    0.9910

     

    1.2902

     

    0.3912

     

    0.7794

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Basic

    24

     

    (0.0102)

     

    (0.0102)

     

     

     

    (0.0102)

     

    (0.0102)

     

     

    Diluted

    24

     

    (0.0100)

     

    (0.0100)

     

     

     

    (0.0100)

     

    (0.0100)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Basic

    24

     

    1.0001

     

    1.3026

     

    0.3969

     

    0.7895

     

    1.0001

     

    1.3026

     

    0.3969

     

    0.7895

    Diluted

    24

     

    0.9810

     

    1.2801

     

    0.3912

     

    0.7794

     

    0.9810

     

    1.2801

     

    0.3912

     

    0.7794

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

    10



    Ultrapar Participações S.A. and Subsidiaries

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


     

     

    Parent

     

    Consolidated

     

    Note

    04/01/2025 to 06/30/2025

     

    01/01/2025 to 06/30/2025

     

    04/01/2024 to 06/30/2024

     

    01/01/2024 to 06/30/2024

     

    04/01/2025 to 06/30/2025

     

    01/01/2025 to 06/30/2025

     

    04/01/2024 to 06/30/2024

     

    01/01/2024 to 06/30/2024

    Net income for the period, attributable to shareholders of Ultrapar

     

    1,088,364

     

    1,421,210

     

    437,915

     

    869,389

     

    1,088,364

     

    1,421,210

     

    437,915

     

    869,389

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

     

     

     

     

     

    62,168

     

    92,506

     

    53,298

     

    77,270

    Net income for the period

     

    1,088,364

     

    1,421,210

     

    437,915

     

    869,389

     

    1,150,532

     

    1,513,716

     

    491,213

     

    946,659

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Items that will be subsequently reclassified to profit or loss:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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

     

    (40,512)

     

    (33,765)

     

    405

     

    8,629

     

    (34,339)

     

    (27,592)

     

    405

     

    8,629

    Translation adjustments and hedge accounting effects, net of taxes

     

    (33,051)

     

    (29,637)

     

     

     

    (59,848)

     

    (56,434)

     

     

    Total comprehensive income for the period

     

    1,014,801

     

    1,357,808

     

    438,320

     

    878,018

     

    1,056,345

     

    1,429,690

     

    491,618

     

    955,288

    Total comprehensive income for the period attributable to shareholders of Ultrapar

     

    1,014,801

     

    1,357,808

     

    438,320

     

    878,018

     

    1,014,801

     

    1,357,808

     

    438,320

     

    878,018

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

     

     

     

     

     

    41,544

     

    71,882

     

    53,298

     

    77,270

     

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


    11



    Ultrapar Participações S.A. and Subsidiaries

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


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Equity attributable to:

     

     

     

    Note

    Share capital

     

    Equity instrument granted

     

    Capital reserve

     

    Treasury shares

     

    Revaluation reserve

     

    Profit reserves

     

    Accumulated other comprehensive income

     

    Shareholder transactions

     

    Retained earnings

     

    Shareholders of Ultrapar

     

    Non-controlling interests (i)

     

    Total equity

    Balance as of December 31, 2024

     

    6,621,752

     

    108,253

     

    612,048

     

    (596,400)

     

    3,632

     

    8,195,221

     

    214,212

     

    -

     

     

    15,158,718

     

    664,726

     

    15,823,444

    Net income for the period

     

     

     

     

     

     

     

     

     

    1,421,210

     

    1,421,210

     

    92,506

     

    1,513,716

    Other comprehensive income

     

     

     

     

     

     

     

    (63,402)

     

    -

     

     

    (63,402)

     

    (20,624)

     

    (84,026)

    Total comprehensive income for the period

     

     

     

     

     

     

     

    (63,402)

     

    -

     

    1,421,210

     

    1,357,808

     

    71,882

     

    1,429,690

    Issuance of shares related to the subscription warrants - indemnification

     

     

     

    1,126

     

     

     

     

     

     

     

    1,126

     

     

    1,126

    Equity instrument granted

    8.d; 20.b

     

    6,719

     

    (5,958)

     

    30,403

     

     

     

     

     

     

    31,164

     

    (2,672)

     

    28,492

    Purchase of treasury shares

    20.c

     

     

    -

     

    (244,334)

     

     

     

     

     

     

    (244,334)

     

     

    (244,334)

    Capital increase of non-controlling shareholders

     

    -

     

    -

     

    -

     

    -

     

    -

     

    -

     

    -

     

    -

     

    -

     

    -

     

    12,150

     

    12,150

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

    27.b

     

     

     

     

    -

     

     

     

     

    -

     

     

    1,666,929

     

    1,666,929

    Variation in change of ownership interest of non-controlling shareholders

     

    -

     

    -

     

    -

     

    -

     

    -

     

    -

     

    -

     

    -

     

    -

     

    -

     

    (42,244)

     

    (42,244)

    Realization of capital reserve

     

    -

     

    -

     

    4,448

     

    -

     

    -

     

    -

     

    -

     

    -

     

    -

     

    4,448

     

    -

     

    4,448

    Realization of revaluation reserve

     

     

     

     

     

    (89)

     

     

     

     

    89

     

     

     

    Shareholder transaction

     

     

     

     

     

     

     

     

    (27,079)

     

    (46)

     

    (27,125)

     

    (419)

     

    (27,544)

    Dividends and interest on capital attributable to non-controlling interests

     

     

     

     

     

     

     

     

     

     

     

    (48,267)

     

    (48,267)

    Additional dividends

    20.e

     

     

     

     

     

    (208,121)

     

     

     

     

    (208,121)

     

     

    (208,121)

    Balance as of June 30, 2025

     

    6,621,752

     

    114,972

     

    611,664

     

    (810,331)

     

    3,543

     

    7,987,100

     

    150,810

     

    (27,079)

     

    1,421,253

     

    16,073,684

     

    2,322,085

     

    18,395,769


    12

     



    Ultrapar Participações S.A. and Subsidiaries

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


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Equity attributable to:

     

     

     

    Note

    Share capital

     

    Equity instrument granted

     

    Capital reserve

     

    Treasury shares

     

    Revaluation reserve

     

    Profit reserves

     

    Accumulated other comprehensive income

     

    Retained earnings

     

    Shareholders of Ultrapar

     

    Non-controlling interests (i)

     

    Total equity

    Balance as of December 31, 2023

     

    6,621,752

     

    75,925

     

    597,828

     

    (470,510)

     

    3,802

     

    6,523,590

     

    154,108

     

     

    13,506,495

     

    523,331

     

    14,029,826

    Net income for the period

     

     

     

     

     

     

     

     

    869,389

     

    869,389

     

    77,270

     

    946,659

    Other comprehensive income

     

     

     

     

     

     

     

    8,629

     

     

    8,629

     

     

    8,629

    Total comprehensive income for the period

     

     

     

     

     

     

     

    8,629

     

    869,389

     

    878,018

     

    77,270

     

    955,288

    Issuance of shares related to the subscription warrants - indemnification

     

     

     

    5,631

     

     

     

     

     

     

    5,631

     

     

    5,631

    Equity instrument granted

    8.d; 20.b

     

    5,566

     

    1,888

     

    20,226

     

     

     

     

     

    27,680

     

     

    27,680

    Realization of revaluation reserve of subsidiaries

     

     

     

     

     

    (88)

     

     

     

    88

     

     

     

    Shareholder transaction - changes of ownership interest

     

     

     

     

     

     

     

     

    9

     

    9

     

    337

     

    346

    Non-controlling interest in acquired subsidiary

     

     

     

     

     

     

     

     

     

     

    13,501

     

    13,501

    Allocation of net income:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Interest on equity attributable to non-controlling interests

     

     

     

     

     

     

     

     

     

     

    (43,996)

     

    (43,996)

    Dividends attributable to non-controlling interests

     

     

     

     

     

     

     

     

     

     

    (394)

     

    (394)

    Approval of additional dividends by the Ordinary General Shareholders’ Meeting

     

     

     

     

     

     

    (134,031)

     

     

     

    (134,031)

     

     

    (134,031)

    Balance as of June 30, 2024

     

    6,621,752

     

    81,491

     

    605,347

     

    (450,284)

     

    3,714

     

    6,389,559

     

    162,737

     

    869,486

     

    14,283,802

     

    570,049

     

    14,853,851

     

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

     

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


    13



    Ultrapar Participações S.A. and Subsidiaries

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


     

     

    Parent

     

    Consolidated

     

    Note

    06/30/2025

     

    06/30/2024

     

    06/30/2025

     

    06/30/2024

    CASH FLOWS FROM CONTINUING OPERATING ACTIVITIES

     

     

     

     

     

     

     

     

    Net income from continuing operations

     

    1,432,343

     

    869,389

     

    1,535,106

     

    946,659

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

     


     

     

     

     

     

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

    11

    (1,397,065)

     

    (838,361)

     

    108,470

     

    12,779

    Amortization of contractual assets with customers - exclusivity rights

    10

     

     

    218,580

     

    254,977

    Amortization of right-of-use assets

    12

    1,454

     

    1,362

     

    171,734

     

    149,925

    Depreciation and amortization

    13; 14

    7,819

     

    7,430

     

    526,211

     

    453,800

    Interest, monetary variations and foreign exchange variations

     

    (23,326)

     

    6,397

     

    223,575

     

    691,925

    Current and deferred income and social contribution taxes

    9.b

    8,461

     

    (3,782)

     

    601,905

     

    401,770

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

     

    (2)

     

    (35,286)

     

    (31,390)

     

    (109,120)

    Equity instrument granted 

     

    1,656

     

    17,416

     

    6,719

     

    27,680

    Gain (loss) on the fair value of energy contracts

     

     

     

    33,830

     

    Provision for decarbonization - CBIO

     

     

     

    220,453

     

    321,269

    Revaluation of investment in associates

     

     

     

    (91,105)

     

    Other provisions and adjustments

     

    (57,988)

     

    (9,453)

     

    (9,813)

     

    69,656

     

     

    (26,648)

     

    15,112

     

    3,514,275

     

    3,221,320

    (Increase) decrease in assets

     

     

     

     

     

     

     

     

    Trade receivables and reseller financing

    5

     

     

    (60,958)

     

    (243,141)

    Inventories

    6

     

     

    43,494

     

    297,265

    Recoverable taxes

     

    8,249

     

    33,125

     

    (186,591)

     

    203,275

    Dividends received from subsidiaries, associates and joint ventures

     

    1,064,184

     

    526,166

     

    2,177

     

    2,010

    Other assets

     

    (25,993)

     

    (22,907)

     

    (43,382)

     

    (132,392)

     

     

     

     

     

     

     

     

     

    Increase (decrease) in liabilities

     

     

     

     

     

     

     

     

    Trade payables and trade payables - reverse factoring

    16

    11,664

     

    4,300

     

    (1,517,726)

     

    (1,057,212)

    Salaries and related charges

     

    (12,652)

     

    (16,725)

     

    (88,846)

     

    (95,850)

    Taxes payable

     

    (637)

     

    (905)

     

    (2,190)

     

    (38,407)

    Income and social contribution taxes payable

     

    3,693

     

    (31,012)

     

    (459,809)

     

    (512,217)

    Other liabilities

     

    36,927

     

    (14,054)

     

    168,341

     

    (107,044)

    Acquisition of CBIO and carbon credits

    14

     

     

    (245,017)

     

    (450,852)

    Payments of contractual assets with customers - exclusivity rights

    10

     

     

    (151,409)

     

    (195,748)

    Payment of contingencies

     

     

     

    (10,227)

     

    (30,896)

    Income and social contribution taxes paid

     

     

    (2,920)

     

    (41,210)

     

    (135,603)

    Net cash provided (consumed) by continuing operating activities

     

    1,058,787

     

    490,180

     

    920,922

     

    724,508

    Net cash provided (consumed) by discontinued operating activities

     

     

     

    20,631

     

    Net cash provided (consumed) by operating activities

     

    1,058,787

     

    490,180

     

    941,553

     

    724,508


    14




    Ultrapar Participações S.A. and Subsidiaries

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


     

     

    Parent

     

    Consolidated

     

    Note

    06/30/2025

     

    06/30/2024

     

    06/30/2025

     

    06/30/2024

    CASH FLOWS FROM INVESTING ACTIVITIES

     

     

     

     

     

     

     

     

    Financial investments, net of redemptions

    4.b

    32,646

     

    142,736

     

    1,297,518

     

    (2,086,350)

    Acquisition of property, plant and equipment and intangible assets

    13; 14

    (2,503)

     

    (72,853)

     

    (860,581)

     

    (683,353)

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

     

    -

     

    42,893

     

    74,131

     

    976,968

    Capital increase in subsidiaries, associates and joint ventures

    11

    (357,090)

     

    (584,085)

     

    -

     

    -

    Net cash consumed in the purchase of investments and other assets

     

    -

     

    -

     

    (448,298)

     

    (1,102,884)

    Net cash acquired in business combination

     

    -

     

     

    1,155,510

     

    -

    Net cash provided (consumed) by continuing investing activities

     

    (326,947)

     

    (471,309)

     

    1,218,280

     

    (2,895,619)

    Net cash provided (consumed) by discontinued investing activities

     

     

     

    (7,591)

     

    Net cash provided (consumed) by investing activities

     

    (326,947)

     

    (471,309)

     

    1,210,689

     

    (2,895,619)

     

     

     

     

     

     

     

     

     

    CASH FLOWS FROM FINANCING ACTIVITIES

     

     

     

     

     

     

     

     

    Loans, financing and debentures

     

     

     

     

     

     

     

     

    Proceeds

    15

     

     

    4,685,905

     

    2,856,034

    Repayments

    15

     

     

    (3,981,234)

     

    (1,386,628)

    Interest and derivatives (paid) or received

     

     

    7,838

     

    (977,293)

     

    (629,519)

    Payments of lease

     

     

     

     

     

     

     

     

    Principal

    12.b

    (1,587)

     

    (1,246)

     

    (133,374)

     

    (139,412)

    Interest paid

    12.b

    (230)

     

    (463)

     

    (69,243)

     

    (81,328)

    Dividends paid

     

    (487,360)

     

    (436,665)

     

    (497,696)

     

    (461,204)

    Payments of financial liabilities of customers

     

     

     

    (68,510)

     

    (81,888)

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

     

     

     

    18,700

     

    13,500





    Ultrapar Participações S.A. and Subsidiaries

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


     

     

    Parent

     

    Consolidated

     

    Note

    06/30/2025

     

    06/30/2024

     

    06/30/2025

     

    06/30/2024

    Capital decrease








    Repurchase of treasury shares

     

    (244,334)

     

     

    (244,334)

     

    Related parties

    -

    (292)

     

    (398)

     

    (4,952)

     

    (13,401)

    Net cash provided (consumed) by continuing financing activities

     

    (733,803)

     

    (430,934)

     

    (1,272,031)

     

    76,154

    Net cash provided (consumed) by discontinued financing activities

     

     

     

    (12,833)

     

    Net cash provided (consumed) by financing activities

     

    (733,803)

     

    (430,934)

     

    (1,284,864)

     

    76,154

     

     

     

     

     

     

     

     

     

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

     

     

     

    (41,346)

     

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

     

     

     

     

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

     

    (1,963)

     

    (412,063)

     

    825,825

     

    (2,094,957)

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

     

     

     

    207

     

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

    4.a

    4,186

     

    412,840

     

    2,071,593

     

    5,925,688

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

     

     

     

    11,313

     

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

    4.a

    2,223

     

    777

     

    2,897,418

     

    3,830,731

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

     

     

     

    11,520

     

     

     

     

     

     

     

     

     

     

    Non-cash transactions:

     

     

     

     

     

     

     

     

    Addition on right-of-use assets and leases payable

     

     

     

    156,287

     

    97,809

    Addition on contractual assets with customers - exclusivity rights

     

     

     

    23,739

     

    27,827

    Reclassification between financial assets and investment in associates

     

     

     

    7,397

     

    645,333


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


    16



    Ultrapar Participações S.A. and Subsidiaries

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

     

     

    Parent

     

    Consolidated

     

    Note

    06/30/2025

     

    06/30/2024

     

    06/30/2025

     

    06/30/2024

    Revenues

     

     

     

     

     

     

     

     

    Gross revenue from sales and services, except rents and royalties

     

     

     

    69,859,366

     

    65,252,229

    Rebates, discounts and returns

     

     

     

    (483,469)

     

    (514,560)

    Allowance for expected credit losses

    5

     

     

    (22,664)

     

    (12,423)

    Amortization of contractual assets with customers - exclusivity rights

    10

     

     

    (218,580)

     

    (254,977)

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

     

    50,303

     

    31,901

     

    384,254

     

    (152,155)

     

     

    50,303

     

    31,901

     

    69,518,907

     

    64,318,114

    Materials purchased from third parties

     

     

     

     

     

     

     

     

    Cost of products and services sold

     

     

     

    (63,170,560)

     

    (58,594,835)

    Materials, energy, third-party services and others

     

    120,451

     

    103,558

     

    (945,130)

     

    (911,480)

    Provision for assets losses

     

     

     

     

    253

     

     

    120,451

     

    103,558

     

    (64,115,690)

     

    (59,506,062)

    Gross value added

     

    170,754

     

    135,459

     

    5,403,217

     

    4,812,052

    Retentions

     

     

     

     

     

     

     

     

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

    12.a; 13; 14

    (9,273)

     

    (8,792)

     

    (697,945)

     

    (603,725)

     

     

    (9,273)

     

    (8,792)

     

    (697,945)

     

    (603,725)

    Net value added produced by the Company

     

    161,481

     

    126,667

     

    4,705,272

     

    4,208,327

    Value added received in transfer

     

     

     

     

     

     

     

     

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

    11

    1,397,065

     

    838,361

     

    (17,365)

     

    (12,779)

    Rents and royalties

     

     

     

    159,123

     

    160,235

    Financial income

    23

    27,980

     

    42,872

     

    821,258

     

    440,780

     

     

    1,425,045

     

    881,233

     

    963,016

     

    588,236

    Value added from continuing operations available for distribution

     

    1,586,526

     

    1,007,900

     

    5,668,288

     

    4,796,563

    Value added from discontinued operations available for distribution

     

    (11,133)

     

     

    (21,390)

     

    Total value added available for distribution

     

    1,575,393

     

    1,007,900

     

    5,646,898

     

    4,796,563

    Distribution of value added

     

     

     

     

     

     

     

     

    Personnel and related charges

     

     

     

     

     

     

     

     

    Salaries and wages

     

    100,514

     

    84,817

     

    833,868

     

    727,991

    Benefits

     

    15,342

     

    13,166

     

    243,556

     

    222,162

    Government Severance Indemnity Fund for Employees (FGTS)

     

    4,536

     

    3,874

     

    51,852

     

    52,318

    Others

     

    4,490

     

    4,745

     

    52,515

     

    118,414

     

     

    124,882

     

    106,602

     

    1,181,791

     

    1,120,885

    Taxes, fees, and contributions

     

     

     

     

     

     

     

     

    Federal

     

    19,551

     

    23,591

     

    1,568,203

     

    1,438,744

    State

     

     

     

    242,592

     

    272,304

    Municipal

     

    222

     

    103

     

    97,529

     

    80,247

     

     

    19,773

     

    23,694

     

    1,908,324

     

    1,791,295

    Financial expenses and rents

     

     

     

     

     

     

     

     

    Interest, foreign exchange variations and financial instruments

     

    1,898

     

    1,310

     

    880,359

     

    829,736

    Rents

     

    2,304

     

    3,097

     

    69,328

     

    53,040

    Others

     

    5,326

     

    3,808

     

    93,380

     

    54,948

     

     

    9,528

     

    8,215

     

    1,043,067

     

    937,724

    Remuneration of own capital

     

     

     

     

     

     

     

     

    Interest on capital and dividends

     

     

     

    48,267

     

    43,996

    Retained earnings

     

    1,432,343

     

    869,389

     

    1,486,839

     

    902,663

     

     

    1,432,343

     

    869,389

     

    1,535,106

     

    946,659

    Value added from continuing operations distributed

     

    1,586,526

     

    1,007,900

     

    5,668,288

     

    4,796,563

    Value added from discontinued operations distributed

     

    (11,133)

     

     

    (21,390)

     

    Value added distributed

     

    1,575,393

     

    1,007,900

     

    5,646,898

     

    4,796,563

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

    17



    Ultrapar Participações S.A. and Subsidiaries

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

     

     

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

     

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

     

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

     

    a. Principles of consolidation and interest in subsidiaries

     

    a.1 Principles of consolidation

     

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

     

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

     

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


    18



    Ultrapar Participações S.A. and Subsidiaries

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


    a.2 Interest in subsidiaries
     

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

     

     

     

     

     

     

    Interest % rounded

     

     

     

     

     

    06/30/2025

     

    12/31/2024

     

     

     

     

     

    Control

     

    Control

     

     

    Location

    Segment

     

    Direct

     

    Indirect

     

    Direct

     

    Indirect

    Ultra Mobilidade S.A. (1)

     

    Brazil

    Ipiranga

     

    100

     

    -

     

    100

     

    -

    Centro de Conveniências Millennium Ltda. and subsidiaries (2)

     

    Brazil

    Ipiranga

     

    -

     

    -

     

    -

     

    100

    am/pm Comestíveis Ltda. (3)

     

    Brazil

    Ipiranga

     

    -

     

    100

     

    -

     

    -

    Glazed Brasil S.A. (“Krispy Kreme”)

     

    Brazil

    Ipiranga

     

    -

     

    55

     

    -

     

    -

    Centro de Conveniências Millennium Ltda. and subsidiaries

     

    Brazil

    Ipiranga

     

    -

     

    100

     

    -

     

    -

    Neodiesel Ltda.

     

    Brazil

    Ipiranga

     

    -

     

    100

     

    -

     

    100

    Serra Diesel Transportador Revendedor Retalhista Ltda.

     

    Brazil

    Ipiranga

     

    -

     

    60

     

    -

     

    60

    Neoagro Diesel Ltda. (4)

     

    Brazil

    Ipiranga

     

    -

     

    100

     

    -

     

    -

    Ipiranga Produtos de Petróleo S.A.

     

    Brazil

    Ipiranga

     

    -

     

    100

     

    -

     

    100

    am/pm Comestíveis Ltda.

     

    Brazil

    Ipiranga

     

    -

     

    -

     

    -

     

    100

    Glazed Brasil S.A. (“Krispy Kreme”)

     

    Brazil

    Ipiranga

     

    -

     

    -

     

    -

     

    55

    Ipiranga Trading Limited

     

    British Virgin Islands

    Ipiranga

     

    -

     

    100

     

    -

     

    100

    Ipiranga Imobiliária Ltda.

     

    Brazil

    Ipiranga

     

    -

     

    100

     

    -

     

    100

    Ipiranga Logística Ltda.

     

    Brazil

    Ipiranga

     

    -

     

    100

     

    -

     

    100

    Oil Trading Importadora e Exportadora Ltda.

     

    Brazil

    Ipiranga

     

    -

     

    100

     

    -

     

    100

    Iconic Lubrificantes S.A.

     

    Brazil

    Ipiranga

     

    -

     

    56

     

    -

     

    56

    Integra Frotas Ltda.

     

    Brazil

    Ipiranga

     

    -

     

    100

     

    -

     

    100

    Irupé Biocombustíveis Ltda.

     

    Brazil

    Ipiranga

     

    -

     

    100

     

    -

     

    100

    Ipiranga Trading North America LLC.

     

    United States

    Ipiranga

     

    -

     

    100

     

    -

     

    100

    Ipiranga Trading Middle East DMCC

     

    Dubai

    Ipiranga

     

    -

     

    100

     

    -

     

    100

    Ipiranga Trading Europe S.A.

     

    Switzerland

    Ipiranga

     

    -

     

    100

     

    -

     

    100

    Eaí Clube Automobilista S.A.

     

    Brazil

    Ipiranga

     

    -

     

    100

     

    -

     

    100

    Abastece Aí Participações S.A.

     

    Brazil

    Ipiranga

     

    -

     

    100

     

    -

     

    100

    Abastece Aí Clube Automobilista Instituição de Pagamento Ltda.

     

    Brazil

    Ipiranga

     

    -

     

    100

     

    -

     

    100

    Companhia Ultragaz S.A.

     

    Brazil

    Ultragaz

     

    99

     

    -

     

    99

     

    -

    Ultragaz Energia Ltda. and subsidiaries

     

    Brazil

    Ultragaz

     

    -

     

    100

     

    -

     

    100

    Nova Paraná Distribuidora de Gás Ltda.

     

    Brazil

    Ultragaz

     

    -

     

    100

     

    -

     

    100

    Utingás Armazenadora S.A.

     

    Brazil

    Ultragaz

     

    -

     

    57

     

    -

     

    57

    Bahiana Distribuidora de Gás Ltda.

     

    Brazil

    Ultragaz

     

    -

     

    100

     

    -

     

    100

    NEOgás do Brasil Gás Natural Comprimido S.A.


    Brazil

    Ultragaz

     

    -

     

    100

     

    -

     

    100

    Wtz Participações S.A.

     

    Brazil

    Ultragaz

     

    -

     

    52

     

    -

     

    52

    UVC Investimentos Ltda.

     

    Brazil

    Others

     

    100

     

    -

     

    100

     

    -

    Ultra Logística Ltda.

     

    Brazil

    Hidrovias

     

    100

     

    -

     

    100

     

    -

    Hidrovias do Brasil S.A. (5)

     

    Brazil

    Hidrovias

     

    -

     

    52

     

    -

     

    -

    Hidrovias do Brasil – Vila do Conde S.A.

     

    Brazil

    Hidrovias

     

    -

     

    100

     

    -

     

    -

    Hidrovias do Brasil – Cabotagem Ltda. (6)

     

    Brazil

    Hidrovias

     

    -

     

    100

     

    -

     

    -

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

     

    Brazil

    Hidrovias

     

    -

     

    100

     

    -

     

    -

    Hidrovias del Sur S.A.

     

    Uruguay

    Hidrovias

     

    -

     

    100

     

    -

     

    -

    Baloto S.A.

     

    Uruguay

    Hidrovias

     

    -

     

    100

     

    -

     

    -

    Girocantex S.A.

     

    Uruguay

    Hidrovias

     

    -

     

    100

     

    -

     

    -

    Cikelsol S.A.

     

    Uruguay

    Hidrovias

     

    -

     

    100

     

    -

     

    -

    Resflir S.A.

     

    Uruguay

    Hidrovias

     

    -

     

    100

     

    -

     

    -

    Hidrovias del Paraguay S.A.

     

    Paraguay

    Hidrovias

     

    -

     

    100

     

    -

     

    -

    Pricolpar S.A.

     

    Paraguay

    Hidrovias

     

    -

     

    100

     

    -

     

    -

    Hidrovias Navegación Fluvial S.A.

     

    Paraguay

    Hidrovias

     

    -

     

    100

     

    -

     

    -

    Hidrovias South America BV

     

    Netherlands

    Hidrovias

     

    -

     

    100

     

    -

     

    -

    Hidrovias International Finance S.à.r.l.

     

    Luxembourg

    Hidrovias

     

    -

     

    100

     

    -

     

    -

    Ultracargo Logística S.A. (7)

     

    Brazil

    Ultracargo

     

    -

     

    -

     

    -

     

    99

    Ultracargo Soluções Logísticas S.A.

     

    Brazil

    Ultracargo

     

    -

     

    -

     

    -

     

    100

    Ultracargo Logística S.A.

     

    Brazil

    Ultracargo

     

    99

     

    -

     

    -

     

    -

    Ultracargo Soluções Logísticas S.A.

     

    Brazil

    Ultracargo

     

    -

     

    100

     

    -

     

    -

    Ultrapar International S.A.

     

    Luxembourg

    Others

     

    100

     

    -

     

    100

     

    -

    Imaven Imóveis Ltda.

     

    Brazil

    Others

     

    100

     

    -

     

    100

     

    -

      

    19



    Ultrapar Participações S.A. and Subsidiaries

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


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

     

    b. Main events that occurred in the period

     

    b.1 Acquisition of significant stake in Hidrovias
     

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

      

     

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

     

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

     

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

     

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



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

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

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

     

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

     

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

     

    20



    Ultrapar Participações S.A. and Subsidiaries

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

     

    Reclassifications

     

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

     

     

     

    Consolidated

     

     

    Published

     

     

     

    Reclassified

     

     

    12/31/2024

     

    Reclassification

     

    12/31/2024

    Current assets (i)

     

     

     

     

     

     

    Financial investments, derivative instruments and other financial assets

     

    2,553,011

     

    (2,553,011)

     

    -

    Financial investments and other financial assets

     

    -

     

    2,306,927

     

    2,306,927

    Derivative financial instruments

     

    -

     

    246,084

     

    246,084

     

     

    2,553,011

     

    -

     

    2,553,011

    Non-current assets (i)

     

     

     

     

     

     

    Financial investments, derivative instruments and other financial assets

     

    3,407,080

     

    (3,407,080)

     

    -

    Financial investments and other financial assets

     

    -

     

    2,819,179

     

    2,819,179

    Derivative financial instruments

     

    -

     

    585,294

     

    585,294

    Other receivables and other assets

     

    114,469

     

    2,607

     

    117,076

     

     

    3,521,549

     

    -

     

    3,521,549

     

     

     

    Published

     

     

     

    Reclassified

     

     

    12/31/2024

     

    Reclassification

     

    12/31/2024

    Current liabilities (ii)

     

     

     

     

     

     

    Loans, financing and derivative financial instruments

     

    3,175,017

     

    (3,175,017)

     

    -

    Debentures

     

    377,743

     

    (377,743)

     

    -

    Loans, financing and debentures

     

    -

     

    3,478,673

     

    3,478,673

    Derivative financial instruments

     

    -

     

    74,087

     

    74,087

     

     

    3,552,760

     

    -

     

    3,552,760

    Non-current liabilities (ii)

     

     

     

     

     

     

    Loans, financing and derivative financial instruments

     

    6,393,232

     

    (6,393,232)

     

    -

    Debentures

     

    4,356,118

     

    (4,356,118)

     

    -

    Loans, financing and debentures

     

    -

     

    10,381,837

     

    10,381,837

    Derivative financial instruments

     

    -

     

    367,513

     

    367,513

     

     

    10,749,350

     

    -

     

    10,749,350


    (i)

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

    (ii)

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

       

    21



    Ultrapar Participações S.A. and Subsidiaries

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

     

     

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

     

    a.      New accounting policies and changes in accounting policies

     

    a.1 Accounting policies adopted


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

    • OCPC 10 – Carbon Credits

     a.2 Accounting policies not adopted


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

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

     

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

     

    a. Cash and cash equivalents

     

     

    Parent

     

    Consolidated

     

    06/30/2025

     

    12/31/2024

     

    06/30/2025

     

    12/31/2024

    Cash and banks

     

     

     

     

     

     

     

    In local currency

    1,789

     

    120

     

    533,236

     

    211,047

    In foreign currency

     

     

    446,221

     

    194,793

    Financial investments considered cash equivalents

     

     

     

     

     

     

     

    Securities and funds

     

     

     

     

     

     

     

    In local currency

    434

     

    4,066

     

    1,266,299

     

    1,286,152

    In foreign currency

     

     

    651,662

     

    379,601

    Total cash and cash equivalents

    2,223

     

    4,186

     

    2,897,418

     

    2,071,593


    22



    Ultrapar Participações S.A. and Subsidiaries

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


    b. Financial investments

     

     

    Parent

     

    Consolidated

     

    06/30/2025

     

    12/31/2024

     

    06/30/2025

     

    12/31/2024

    Financial investments

     

     

     

     

     

     

     

    Securities and funds

     

     

     

     

     

     

     

    In local currency

    307,431

     

    320,101

     

    995,664

     

    2,271,980

    In foreign currency (a)

     

     

    2,512,437

     

    2,854,126

    Total financial investments

    307,431

     

    320,101

     

    3,508,101

     

    5,126,106

    Current

    7,431

     

    20,100

     

    1,088,104

     

    2,306,927

    Non-current

    300,000

     

    300,001

     

    2,419,997

     

    2,819,179

     

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


     

    a. Trade receivables and reseller financing

      

    Trade receivables

    06/30/2025

     

    12/31/2024

    Domestic customers

    3,956,834

     

    3,885,310

    Domestic customers - related parties (see Note 8)

    3,910

     

    301

    Foreign customers

    192,401

     

    19,032

    Foreign customers - related parties (see Note 8)

    2,767

     

    8,361

     

    4,155,912

     

    3,913,004

    (-) Allowance for expected credit losses

    (373,809)

     

    (345,735)

    Total - trade receivables of customers

    3,782,103

     

    3,567,269

    Current

    3,739,280

     

    3,540,266

    Non-current

    42,823

     

    27,003

     

     

     

     

    Reseller financing

    06/30/2025

     

    12/31/2024

    Reseller financing – Ipiranga

    1,345,850

     

    1,404,883

    (-) Allowance for expected credit losses

    (133,718)

     

    (126,859)

    Total – reseller financing

    1,212,132

     

    1,278,024

    Current

    493,748

     

    511,979

    Non-current

    718,384

     

    766,045


    23




    Ultrapar Participações S.A. and Subsidiaries

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


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

     

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

     

     

    Trade receivables

     

    Reseller financing

     

    Total

    Balance as of December 31, 2024

    345,735

     

    126,859

     

    472,594

    Additions

    56,082

     

    19,074

     

    75,156

    Reversals

    (18,725)

     

    (6,987)

     

    (25,712)

    Write-offs

    (21,735)

     

    (5,228)

     

    (26,963)

    Opening balance - acquisition of subsidiary (i)

    12,452

     

     

    12,452

    Balance as of June 30, 2025

    373,809

     

    133,718

     

    507,527

     

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

     

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

     

     

    06/30/2025

     

    12/31/2024

     

    Weighted average rate of expected losses

     

    Gross accounting balance

     

    Allowance for expected credit losses

     

    Weighted average rate of expected losses

     

    Gross accounting balance

     

    Allowance for expected credit losses

    Current

    0.64%

     

    4,225,159

     

    26,837

     

    0.55%

     

    4,289,620

     

    23,517

    Less than 30 days

    2.06%

     

    230,999

     

    4,749

     

    3.14%

     

    141,756

     

    4,452

    31-60 days

    3.39%

     

    76,633

     

    2,601

     

    20.26%

     

    40,402

     

    8,186

    61-90 days

    10.87%

     

    26,927

     

    2,928

     

    14.96%

     

    27,360

     

    4,093

    91-180 days

    23.86%

     

    101,314

     

    24,171

     

    30.37%

     

    57,289

     

    17,396

    More than 180 days

    53.08%

     

    840,730

     

    446,241

     

    54.49%

     

    761,460

     

    414,950

     

     

     

    5,501,762

     

    507,527

     

     

     

    5,317,887

     

    472,594


    24



    Ultrapar Participações S.A. and Subsidiaries

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


    6. Inventories (Consolidated)

     

     

    06/30/2025

     

    12/31/2024

    Fuels, lubricants and greases

    3,088,071

     

    3,009,100

    Raw materials

    324,621

     

    373,544

    Purchase for future delivery (1)

    172,088

     

    255,001

    Consumable materials and other items for resale

    287,748

     

    129,539

    Liquefied petroleum gas - LPG

    144,778

     

    128,098

    Properties for resale

    21,289

     

    21,794

     

    4,038,595

     

    3,917,076


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

     

    Movements in the provision for inventory losses are as follows:

     

    Balance as of December 31, 2024

    3,920

    Reversal of provision for obsolescence and other losses

    (624)

    Reversal of provision for adjustment to realizable value

    (490)

    Balance as of June 30, 2025

    2,806


    7. Recoverable taxes (Consolidated)

     

    a. Recoverable taxes

     

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

     

     

    06/30/2025

     

    12/31/2024

    ICMS (a.1)

    1,538,968

     

    1,416,708

    PIS and COFINS - Federal VAT (a.2)

    3,685,429

     

    3,172,417

    Others

    99,431

     

    101,152

    Total

    5,323,828

     

    4,690,277

    Current

    2,022,246

     

    2,040,008

    Non-current

    3,301,582

     

    2,650,269


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

     

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


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


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


    25




    Ultrapar Participações S.A. and Subsidiaries

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


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

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

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

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

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

     

    b. Recoverable income and social contribution taxes

     

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


    8. Related parties

     

    a. Parent


     

    Assets

     

    Liabilities

     

    06/30/2025

     

    12/31/2024

     

    06/30/2025

     

    12/31/2024

    Transactions with joint ventures

     

     

     

     

     

     

     

    Química da Bahia Indústria e Comércio S.A.

     

     

    2,875

     

    2,875

     

     

     

     

     

     

     

     

    Transactions with subsidiaries

     

     

     

     

     

     

     

    Ipiranga Produtos de Petróleo S.A.

    63,267

     

    50,548

     

     

    431

    Cia Ultragaz S.A.

    32,357

     

    28,588

     

     

    1,761

    Ultracargo Logística S.A.

    315,880

     

    313,873

     

    349

     

    Eaí Clube Automobilista S.A.

    698

     

    1,008

     

     

    78

    am/pm Comestíveis Ltda.

    3,511

     

    5,079

     

    64

     

    19

    Others

    1,257

     

    966

     

    280

     

    11

    Total

    416,970

     

    400,062

     

    3,568

     

    5,175

     

     

     

     

     

     

     

     

    Other receivables/payables

    101,943

     

    86,973

     

    693

     

    2,300

    Related parties

    7,368

     

    7,076

     

    2,875

     

    2,875

    Financial investments (1)

    307,659

     

    306,013

     

     


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


    26




    Ultrapar Participações S.A. and Subsidiaries

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


    b. Consolidated

     

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

     

     

    Assets

     

    Liabilities

     

    Operating result - Sales/(Purchases)

     

    06/30/2025

     

    12/31/2024

     

    06/30/2025

     

    12/31/2024

     

    06/30/2025

     

    06/30/2024

    Transactions with subsidiaries and joint ventures

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Transactions with joint ventures

     

     

     

     

     

     

     

     

     

     

     

    Refinaria de Petróleo Riograndense S.A.

    2

     

     

    24,144

     

    9,846

     

    (344,353)

     

    (239,271)

    Latitude Logística Portuária S.A.

    7,959

     

    10,862

     

    33

     

     

     

    Navegantes Logística Portuária S.A.

    37,487

     

    29,406

     

     

     

     

    Hidrovias do Brasil S.A.

    -

     

    416

     

    -

     

    -

     

    -

     

    -

    Obrinel S.A.

    5,615

     

     

     

     

     

    Others

    8,838

     

    7,943

     

    2,921

     

    2,875

     

    175

     

    205

     

     

     

     

     

     

     

     

     

     

     

     

    Transactions with other related parties

     

     

     

     

     

     

     

     

     

     

     

    Chevron Oronite Brasil Ltda. (1)

    3,235

     

     

    34,736

     

    13,434

     

    (114,421)

     

    (92,926)

    Chevron Products Company (1)

     

     

    120,206

     

    159,432

     

    (306,089)

     

    (326,199)

    Others

    3,443

     

    8,760

     

    6,118

     

    1,449

     

    2,571

     

    (1,701)

    Total

    66,579

    57,387

     

    188,158

     

    187,036

     

    (762,117)

     

    (659,892)

     

     

     

     

     

     

     

     

     

     

     

     

    Trade receivables (Note 5)

    6,677

     

    8,662

     

     

     

     

    Other receivables

    249

     

    416

     

     

     

     

    Trade payables (Note 16)

     

     

    183,702

     

    183,520

     

     

    Other payables

     

     

    777

     

     

     

    Related parties

    59,653

     

    48,309

     

    3,679

     

    3,516

     

     

    Sales and services provided

     

     

     

     

    21,667

     

    7,988

    Purchases

      

     

     

     

    (783,784)

     

    (667,880)


    (1) 

    Non-controlling shareholders and other related parties of Iconic.


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

     

    c. Key executives (Consolidated)

     

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


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

     

     

    06/30/2025

     

    06/30/2024

    Short-term compensation

    23,960

     

    28,445

    Stock compensation

    36,806

     

    31,561

    Post-employment benefits

    2,155

     

    2,992

    Total

    62,921

     

    62,998


    27




    Ultrapar Participações S.A. and Subsidiaries

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


    d. Stock plan (Consolidated)

     

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


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

    Program

    Grant date

    Number of shares granted (Quantity)

    Vesting period

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

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

     

    Accumulated recognized exercisable grant costs (in R$ thousands)

     

    Unrecognized exercisable grant costs (in R$ thousands)

    Restricted

    September 02, 2019

    240,000

    2025

    16.42

    6,774

     

    (6,587)

     

    187

    Restricted

    September 16, 2020

    140,000

    2026

    23.03

    5,464

     

    (4,402)

     

    1,062

    Restricted

    September 22, 2021

    1,000,000

    2027

    14.17

    24,093

     

    (16,508)

     

    7,585

    Restricted

    April 06, 2022

    44,836

    2025

    14.16

    2,199

     

    (2,199)

     

    -

    Performance

    April 06, 2022

    69,982

    2025

    14.16

    3,784

     

    (3,784)

     

    -

    Restricted

    September 21, 2022

    2,640,000

    2032

    12.98

    63,943

     

    (17,569)

     

    46,374

    Restricted

    December 07, 2022

    1,500,000

    2032

    13.47

    37,711

     

    (9,746)

     

    27,965

    Restricted

    April 20, 2023

    1,122,656

    2026

    14.50

    30,560

     

    (22,604)

     

    7,956

    Performance

    April 20, 2023

    1,156,903

    2026

    14.50

    31,320

     

    (23,364)

     

    7,956

    Restricted

    September 20, 2023

    3,700,000

    2033

    18.75

    129,322

     

    (23,757)

     

    105,565

    Restricted

    April 17, 2024

    3,444,789

    2027 to 2029

    26.94

    175,861

     

    (51,586)

     

    124,275

    Restricted

    June 19, 2024

    60,683

    2027

    21.47

    2,468

     

    (823)

     

    1,645

    Restricted

    October 01, 2024

    1,295,000

    2034

    23.10

    55,785

     

    (4,184)

     

    51,601

    Restricted

    April 03, 2025

    4,590,749

    2027 to 2028

    17.78

    153,635

     

    (10,404)

     

    143,231



    21,005,598

    722,919
    (197,517)
    525,402


    Number of shares as of December 31, 2024

     

    18,521,704

    Shares granted during the period

     

    4,590,749

    Cancellation of granted shares due to termination of executive employment

     

    (159,063)

    Shares transferred (vesting)

     

    (1,947,792)

    Number of shares as of June 30, 2025

     

    21,005,598

     

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

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


    28




    Ultrapar Participações S.A. and Subsidiaries

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


     

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

     

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

     

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


     

    Parent

     

    Consolidated

     

    06/30/2025

     

    12/31/2024

     

    06/30/2025

     

    12/31/2024

    Assets - Deferred income and social contribution taxes on:

     

     

     

     

     

     

     

    Provision for losses with assets

     

     

    41,896

     

    41,467

    Provisions for tax, civil and labor risks

    49,988

     

    67,261

     

    174,957

     

    188,495

    Provision for post-employment benefits

    574

     

    516

     

    79,580

     

    76,166

    Provision for differences between cash and accrual basis (i)

     

     

    20,117

     

    19,483

    Goodwill

     

     

    12,546

     

    10,317

    Provision for asset retirement obligation

     

     

    12,948

     

    13,472

    Operating provisions

    8,554

     

    4,366

     

    68,091

     

    60,120

    Provision for profit sharing and bonus

    5,462

     

    10,246

     

    48,966

     

    76,880

    Leases payable

    2,426

     

    2,961

     

    587,131

     

    499,988

    Provision for deferred revenue

     

     

    646

     

    450

    Other temporary differences

    27,906

     

    21,762

     

    167,670

     

    115,753

    Tax losses and negative basis for social contribution carryforwards

    53,871

     

    51,339

     

    566,723

     

    510,780

    Total

    148,781

     

    158,451

     

    1,781,271

     

    1,613,371

    Offsetting liability balance

    (13,661)

     

    (15,821)

     

    (885,073)

     

    (676,430)

    Net balances presented in assets

    135,120

     

    142,630

     

    896,198

     

    936,941

    Liabilities - Deferred income and social contribution taxes on:

     

     

     

     

     

     

     

    Leases payable

    2,052

     

    2,586

     

    487,864

     

    406,173

    Provision for differences between cash and accrual basis (i)

     

     

    266,783

     

    194,846

    Change in fair value of subscription warrants

    5,781

     

    7,611

     

    5,781

     

    7,611

    Goodwill/negative goodwill on investments

     

     

    28,798

     

    28,771

    Business combination - fair value of assets

     

     

    649,966

     

    52,781

    Other temporary differences

    5,828

     

    5,624

     

    170,392

     

    119,073

    Total

    13,661

     

    15,821

     

    1,609,584

     

    809,255

    Offsetting asset balance

    (13,661)

     

    (15,821)

     

    (885,073)

     

    (676,430)

    Net balances presented in liabilities

     

     

    724,511

     

    132,825


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

    29



    Ultrapar Participações S.A. and Subsidiaries

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


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

     

     

    Parent

     

    Consolidated

    Balance as of December 31, 2024

    142,630

     

    804,116

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

    (7,510)

     

    (130,607)

    Deferred IRPJ and CSLL recognized on company acquisition(1)

     

    74,730

    Deferred IRPJ and CSLL recognized on business combinations

     

    (590,220)

    Deferred IRPJ and CSLL recognized in other comprehensive income

     

    13,668

    Balance as of June 30, 2025

    135,120

     

    171,687


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

     

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

     

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

     

     

    Parent

     

    Consolidated

     

    06/30/2025

     

    06/30/2024

     

    06/30/2025

     

    06/30/2024

    Income before taxes

    1,440,803

     

    865,607

     

    2,137,011

     

    1,348,429

    Statutory tax rates - %

    34

     

    34

     

    34

     

    34

    Income and social contribution taxes at the statutory tax rates

    (489,873)

     

    (294,306)

     

    (726,584)

     

    (458,466)

    Adjustment to the statutory income and social contribution taxes:

     

     

     

     

     

     

     

    Nondeductible expenses

    (1,447)

     

    (1,869)

     

    (12,065)

     

    (7,561)

    Nontaxable revenues (i)

    275

     

    253

     

    140,038

     

    10,919

    Adjustment to estimated income

     

     

    4,514

     

    1,102

    Unrecorded deferred income and social contribution tax carryforwards

     

     

    (83,564)

     

    (6,305)

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

    475,002

     

    285,043

     

    (5,904)

     

    (4,345)

    Interest on capital between subsidiaries

     

     

    8,975

     

    17,815

    Other adjustments

    7,583

     

    14,661

     

    36,765

     

    (4,426)

    Income and social contribution taxes before tax incentives

    (8,460)

     

    3,782

     

    (637,825)

     

    (451,267)

    Tax incentives – SUDENE (ii)

    -

     

     

    35,920

     

    49,497

    Income and social contribution taxes in the statement of income

    (8,460)

     

    3,782

     

    (601,905)

     

    (401,770)

    Current

    (950)

     

    (10,592)

     

    (471,298)

     

    (394,725)

    Deferred

    (7,510)

     

    14,374

     

    (130,607)

     

    (7,045)

    Effective IRPJ and CSLL rates - %

    0.6%

     

    (0.4)%

     

    28.2%

     

    29.8%


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


    30



    Ultrapar Participações S.A. and Subsidiaries

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


    c. Tax losses and negative basis for social contribution carryforwards

     

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

     

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

     

     

    06/30/2025

     

    12/31/2024

    Oil Trading

    74,393

     

    77,155

    Ultrapar

    53,871

     

    51,339

    Ipiranga

    300,409

     

    300,409

    Ultracargo Soluções Logística

    39,886

     

    33,553

    Hidrovias do Brasil – Holding S.A

    29,149

     

    Others

    69,015

     

    48,324

     

    566,723

     

    510,780

     

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

     

     

    06/30/2025

     

    12/31/2024

    Neogás

    44,648

     

    45,286

    Integra Frotas

    24,717

     

    18,927

    Stella

    21,830

     

    15,686

    Millennium

    13,502

     

    11,650

    Abastece aí

    148,605

     

    126,900

    Hidrovias do Brasil – Holding S.A

    121,659

     

    Hidrovias do Brasil – Administração Portuária de Santos

    39,177

     

    -

    Others

    7,551

     

    6,374

     

    421,689

     

    224,823


     

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

     

    Changes are shown below:

     

    Balance as of December 31, 2024

    2,131,902

    Additions

    175,148

    Amortization

    (218,580)

    Balance as of June 30, 2025

    2,088,470

     

     

    Current

    644,450

    Non-current

    1,444,020


    31




    Ultrapar Participações S.A. and Subsidiaries

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

     

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

     

     

     

     

     

     

    Parent

     

    Equity

    Income (loss) for the year

    Interest in share capital - %

     

    Investment (Provision for losses with investments)

     

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

     

     

    06/30/2025

    12/31/2024

     

    06/30/2025

    06/30/2024

    Subsidiaries

     

     

     

     

     

     

     

     

     

    Ultra Logística Ltda. (i)

    1,967,708

    18,289

    100.00

     

    1,967,708

    3,266,345

     

    18,289

    192,607

    Ultrapar International S.A.

    (59,309)

    9,221

    100.00

     

    (59,309)

    (68,530)

     

    9,221

    (4,143)

    UVC

    -

     

     

    (4,987)

    Ultragaz Participações Ltda.

    -

     

     

    372,263

    Ultracargo Logística Ltda

    1,561,206

    113,808

    99.92

     

    1,559,941

     

    113,716

    Companhia Ultragaz S.A.

    939,958

    287,427

    99.99

     

    939,819

    1,106,687

     

    287,385

    UVC Investimentos Ltda.

    43,027

    (4,922)

    100.00

     

    43,027

    47,702

     

    (4,922)

    511

    Imaven Imóveis Ltda.

    76,496

    1,702

    100.00

     

    76,496

    64,917

     

    1,702

    1,184

    Ultra Mobilidade S.A. (*)

    10,619,297

    992,047

    100.00

     

    10,619,297

    10,407,480

     

    992,047

    291,600

    Joint ventures

     

     

     

     

     

     

     

     

     

    Química da Bahia Indústria e Comércio S.A.

    6,685

    14

    50.00

     

    3,343

    3,319

     

    7

    (159)

    Refinaria de Petróleo Riograndense S.A. (ii)

    (57,932)

    (61,375)

    33.14

     

    (19,198)

    2,016

     

    (20,380)

    (10,515)

     

     

     

     

     

     

     

     

     

     

    Total (A)

     

     

     

     

    15,131,124

    14,829,936

     

    1,397,065

    838,361

    Total provision for loss on investment (B)

     

     

     

     

    (78,507)

    (68,530)

     

     

     

    Total investments (A-B)

     

     

     

     

    15,209,631

    14,898,466

     

     

     


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

    32



    Ultrapar Participações S.A. and Subsidiaries

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


     

     

     

     

     

    Consolidated

     

    Equity

    Income (loss) for the year

    Interest in share capital - %

     

    Investment (Provision for loss on investment)

     

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

     

     

    06/30/2025

    12/31/2024

     

    06/30/2025

    06/30/2024

    Joint ventures

     

     

     

     

     

     

     

     

     

    União Vopak – Armazéns Gerais Ltda.

    (257)

    (798)

    50.00

     

    (129)

    270

     

    (399)

    (231)

    Refinaria de Petróleo Riograndense S.A.

    (57,932)

    (61,375)

    33.14

     

    (19,198)

    2,015

     

    (20,339)

    (10,514)

    Latitude Logística Portuária S.A.

    (190)

    (4,639)

    50.00

     

    (95)

    2,225

     

    (2,319)

    (1,509)

    Navegantes Logística Portuária S.A.

    7,754

    (14,339)

    33.33

     

    2,585

    7,364

     

    (4,780)

    (3,849)

    Nordeste Logística I S.A.

    19,807

    1,929

    33.33

     

    6,602

    5,959

     

    643

    112

    Nordeste Logística II S.A.

    56,148

    (200)

    33.33

     

    18,716

    18,782

     

    (67)

    511

    Nordeste Logística III S.A

    54,875

    (116)

    33.33

     

    18,292

    18,330

     

    (38)

    316

    Química da Bahia Indústria e Comércio S.A.

    6,685

    14

    50.00

     

    3,343

    3,319

     

    7

    (159)

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

    166,538

    5,511

    50.00

     

    83,269

    59,694

     

    2,756

    2,647

    Limday S.A.

    45,971

    2,260

    44.55

     

    20,480

     

    1,007

    Obrinel S.A.

    176,527

    23,460

    49.00

     

    86,498

     

    11,495

    Baden S.A.

    21,021

    (384)

    50.00

     

    10,511

     

    (192)

    Other investments

     

    351

    281

     

    Associates

     

     

     

     

     

     

     

     

     

    Hidrovias do Brasil S.A. (i)

    2,203,052

    (247,290)

    44.51

     

    504,629

     

    (96,520)

    Transportadora Sulbrasileira de Gás S.A.

    18,255

    4,261

    25.00

     

    4,564

    3,498

     

    1,066

    1,112

    Metalúrgica Plus S.A.

    (1,193)

    (149)

    33.33

     

    (398)

    (349)

     

    (50)

    (46)

    Plenogás Distribuidora de Gás S.A.

    2,942

    194

    33.33

     

    981

    1,041

     

    65

    513

    Other investments

     

    29

    41

     











     

     

     

     

     

     

     

     

     

     

    Goodwill on investments

     

     

     

     

     

     

     

     

     

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

     

    117,306

    117,306

     

    Hidrovias do Brasil S.A. (i)

     

    775,044

     

    Limday S.A.

     

    7,467

     

     

     

     

     

     

     

     

     

     

     

    Fair value adjustment on investments

     

     

     

     

     

     

     

     

     

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

     

    38,030

    38,835

     

    (805)

    (1,682)

     

     

     

     

     

     

     

     

     

     

    Advances for investments

     

     

     

     

     

     

     

     

     

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

     

    86,375

    90,000

     

     

     

     

     

     

     

     

     

     

     

    Advances for future capital increase

     

     

     

     

     

     

     

     

     

    Hidrovias do Brasil S.A. (i)

     

    500,000

     

     

     

     

     

     

     

     

     

     

     

    Other investments

     

     

     

     

     

     

     

     

     

    Concession Agreement - Baloto

     

    4,366

     

     

     

     

     

     

     

     

     

     

     

    Total (A)

     

     

     

     

    489,945

    2,148,284

     

    (108,470)

    (12,779)

    Total provision for loss on investment (B)

     

     

     

     

    (19,820)

    (349)

     

     

     

    Total investments (A-B)

     

     

     

     

    509,765

    2,148,633

     

     

     


    33




    Ultrapar Participações S.A. and Subsidiaries

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


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


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

     

     

    Consolidated

     

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

     

    Equity attributable to non-controlling interests

     

    Income allocated to non-controlling interests for the period

     

    06/30/2025

    12/31/2024

     

    06/30/2025

    12/31/2024

     

    06/30/2025

    06/30/2024

    Subsidiaries

    %

    %

     

     

     

     

     

     

    Hidrovias do Brasil S.A. (i)

    48%

    -

     

    1,627,589

     

    26,297

    Iconic Lubrificantes S.A. (i)

    44%

    44%

     

    500,443

    484,986

     

    57,659

    75,475

    WTZ Participações S.A. (i)

    48%

    48%

     

    114,044

    116,249

     

    3,832

    Other investments

    -

    -

     

    80,009

    63,491

     

    4,718

    1,795

     

     

     

     

    2,322,085

    664,726

     

    92,506

    77,270


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


    34



    Ultrapar Participações S.A. and Subsidiaries

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


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

     

     

    Parent

     

    Consolidated

     

    Subsidiaries

     

    Joint ventures

     

    Total

     

    Joint ventures

     

    Associates

     

    Advances

     

    Advances for future capital increase

     

    Other investments

     

    Total

    Balance as of December 31, 2024

    14,824,601

     

    5,335

     

    14,829,936

     

    274,380

     

    1,283,904

     

    90,000

     

    500,000

     

     

    2,148,284

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

    1,417,438

     

    (20,373)

     

    1,397,065

     

    (12,226)

     

    (95,439)

     

     

     

     

    (107,665)

    Amortization of fair value adjustments

     

     

     

    (805)

     

     

     

     

     

    (805)

    Dividends

    (1,250,009)

     

     

    (1,250,009)

     

     

     

     

     

     

    Equity instrument granted (ii)

    10,807

     

     

    10,807

     

     

     

     

     

     

    Accumulated other comprehensive income

    (59,918)

     

    (790)

     

    (60,708)

     

    (790)

     

    7,722

     

     

     

     

    6,932

    Translation adjustments of foreign subsidiaries

     

     

     

    (4,630)

     

     

     

     

    (68)

     

    (4,698)

    Advances for future capital increase and capital contribution

    357,090

     

     

    357,090

     

    20,819

     

    -

     

     

    -

     

     

    20,819

    Shareholder transactions

    (27,079)

     

     

    (27,079)

     

     

     

     

     

     

    Advances for investments - GPA stations

     

     

     

     

     

    (3,625)

     

     

     

    (3,625)

    Acquisition of shares

    -

     

    -

     

    -

     

    -

     

    273,325

     

    -

     

    -

     

    -

     

    273,325

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

     

     

     

    117,276

     

    (1,461,946)

     

     

    (500,000)

     

    4,434

     

    (1,840,236)

    Reclassification to assets held for sale (iv)

    (129,590)

     

    -

     

    (129,590)

     

    -

     

    -

     

    -

     

    -

     

    -

     

    -

    Other movements

    3,639

     

    (27)

     

    3,612

     

    4

     

    (2,390)

     

     

     

     

    (2,386)

    Balance as of June 30, 2025 (i)

    15,146,979

     

    (15,855)

     

    15,131,124

     

    394,028

     

    5,176

     

    86,375

     

     

    4,366

     

    489,945


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

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


    35



    Ultrapar Participações S.A. and Subsidiaries

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


    12. Right-of-use assets and leases payable (Consolidated)

     

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

     

    1. Right-of-use assets
    • Consolidated

     

    Weighted average useful life (years)


    Balance as of 12/31/2024

     

    Additions and remeasurement

     

    Write-offs

     

    Transfers (i)

     

    Translation adjustment

     

    Amortization

     

    Opening balance – Acquisition of subsidiary (ii)

     

    Balance as of 06/30/2025

    Cost:

     


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Real estate

    9


    1,987,115

     

    48,828

     

    (106,844)

     

     

    (347)

     

     

    220,341

     

    2,149,093

    Port areas

    22


    343,739

     

    15,535

     

    (491)

     

     

    -

     

     

    113,132

     

    471,915

    Vehicles

    4


    357,094

     

    77,147

     

    (55,755)

     

    (2,834)

     

    (70)

     

     

    2,855

     

    378,437

    Equipment

    2


    33,645

     

    10,863

     

    (1,290)

     

    (21,499)

     

    -

     

     

    21,448

     

    43,167

    Vessels

    8


     

     

    -

     

     

    (3,331)

     

     

    129,300

     

    125,969

    Others

    20


    27,846

     

    3,914

     

     

    21,499

     

    -

     

     

     

    53,259

     

     


    2,749,439

     

    156,287

     

    (164,380)

     

    (2,834)

     

    (3,748)

     

     

    487,076

     

    3,221,840

    Accumulated amortization:

     


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Real estate


    (823,733)

     

     

    75,159

     

     

    114

     

    (89,658)

     

    (40,242)

     

    (878,360)

    Port areas


    (52,692)

     

     

    480

     

    (2,191)

     

    -

     

    (15,334)

     

    (38,755)

     

    (108,492)

    Vehicles


    (169,836)

     

     

    45,181

     

    1,924

     

    16

     

    (52,947)

     

    (927)

     

    (176,589)

    Equipment


    (6,007)

     

     

    913

     

    2,197

     

    -

     

    (5,839)

     

    (15,346)

     

    (24,082)

    Vessels


     

     

    -

     

     

    1,908

     

    (6,147)

     

    (60,604)

     

    (64,843)

    Others


    (25,847)

     

     

     

    (2,197)

     

    -

     

    (1,809)

     

     

    (29,853)

     

     


    (1,078,115)

     

     

    121,733

     

    (267)

     

    2,038

     

    (171,734)

     

    (155,874)

     

    (1,282,219)

    Right-of-use assets, net

     


    1,671,324

     

    156,287

     

    (42,647)

     

    (3,101)

     

    (1,710)

     

    (171,734)

     

    331,202

     

    1,939,621

     

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

      

    36




    Ultrapar Participações S.A. and Subsidiaries

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

     

    b. Leases payable

     

    The changes in leases payable are shown below:

     

    Balance as of December 31, 2024

    1,485,152

    Interest accrued

    70,688

    Payments of leases

    (133,374)

    Interest payment

    (69,243)

    Additions and remeasurement

    156,287

    Write-offs

    (47,191)

    Opening balance – acquisition of subsidiary (i)

    286,778

    Balance as of June 30, 2025

    1,749,097

    Current

    375,534

    Non-current

    1,373,563

     

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

     

    The undiscounted future cash outflows are presented below:

     

     

    06/30/2025

     

    12/31/2024

    Up to 1 year

    499,571

     

    355,336

    1 to 2 years

    328,505

     

    282,945

    2 to 3 years

    249,690

     

    240,984

    3 to 4 years

    201,649

     

    188,002

    4 to 5 years

    177,741

     

    158,559

    More than 5 years

    1,216,294

     

    891,997

    Total

    2,673,450

     

    2,117,823

     

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

     

    b.1. Discount rates

     

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

     

    Contracts by maturity date and discount rate

    Maturity dates of the contracts

    Rate (% p.a.)

    From 1 to 5 years

    11.05%

    From 6 to 10 years

    10.29%

    From 11 to 15 years

    9.90%

    More than 15 years

    9.67%


    37




    Ultrapar Participações S.A. and Subsidiaries

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


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

     

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

     

    Right-of-use asset, net

     

    Nominal base

    1,939,621

    Inflated base

    2,253,044

     

    16.2%

     

     

    Leases payable

     

    Nominal base

    1,749,097

    Inflated base

    2,062,520

     

    17.9%

     

     

    Financial expenses

     

    Nominal base

    70,688

    Inflated base

    95,739

     

    35.4%

     

     

    Amortization expense

     

    Nominal base

    171,734

    Inflated base

    192,293

     

    12.0%

     

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

     

     

    Potential right of recoverable PIS and COFINS

    Cash flow at present value

    161,791

    Nominal cash flow

    247,294


    38



    Ultrapar Participações S.A. and Subsidiaries

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

     

     

     

    Weighted average useful life (years)


    Balance as of 12/31/2024

     

    Additions

     

    Depreciation

     

    Transfers (i)

     

    Write-offs

     

    Translation adjustment

     

    Opening balance – acquisition of subsidiary (ii)

     

    Balance as of 06/30/2025

    Cost:

     


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Land

    -


    609,624

     

     

     

     

    (7,099)

     

     

    205,165

     

    807,690

    Buildings

    27


    1,745,097

     

    47,868

     

     

    31,430

     

    (6,890)

     

     

    823,403

     

    2,640,908

    Leasehold improvements

    16


    1,415,342

     

    22,742

     

     

    27,621

     

    (27,462)

     

    (1,856)

     

    164,144

     

    1,600,531

    Machinery and equipment

    10


    3,758,370

     

    75,531

     

     

    235,587

     

    (20,913)

     

    (2,251)

     

    687,524

     

    4,733,848

    Automotive fuel/lubricant distribution equipment and facilities

    14


    3,199,426

     

    35,644

     

     

    114,805

     

    (107,635)

     

     

     

    3,242,240

    Push boats, barges, ships

    20


     

     

     

     

     

    (100,195)

     

    3,985,628

     

    3,885,433

    LPG tanks and bottles

    8


    1,085,787

     

    58,900

     

     

    109

     

    (14,090)

     

     

     

    1,130,706

    Vehicles

    7


    395,885

     

    5,449

     

     

    1,603

     

    (9,198)

     

    (24)

     

    878

     

    394,593

    Furniture and fixtures

    8


    221,572

     

    8,457

     

     

    (6,456)

     

    (5,413)

     

    (34)

     

    3,623

     

    221,749

    IT equipment

    5


    321,250

     

    8,476

     

     

    3,591

     

    (7,857)

     

    (242)

     

    47,386

     

    372,604

    Construction in progress

     


    1,347,892

     

    424,909

     

     

    (386,128)

     

    (1,220)

     

    (1,172)

     

    211,310

     

    1,595,591

    Advances to suppliers

     


    44,966

     

    215

     

     

    (24,974)

     

    (8,208)

     

     

     

    11,999

    Imports in progress

     


    3,128

     

    23

     

     

     

     

     

     

    3,151

     

     


    14,148,339

     

    688,214

     

     

    (2,812)

     

    (215,985)

     

    (105,774)

     

    6,129,061

     

    20,641,043

    Accumulated depreciation:

     


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Buildings

     


    (558,622)

     

     

    (49,791)

     

    (80)

     

    1,938

     

     

    (226,529)

     

    (833,084)

    Leasehold improvements

     


    (748,916)

     

     

    (34,237)

     

    775

     

    28,412

     

    586

     

    (57,745)

     

    (811,125)

    Machinery and equipment

     


    (2,347,962)

     

     

    (119,686)

     

    (495)

     

    456

     

    915

     

    (398,625)

     

    (2,865,397)

    Automotive fuel/lubricant distribution equipment and facilities

     


    (2,122,684)

     

     

    (68,122)

     

    (1,071)

     

    105,010

     

     

     

    (2,086,867)

    Push boats, barges, ships

     


     

     

    (27,476)

     

    6

     

     

    33,819

     

    (1,143,682)

     

    (1,137,333)

    LPG tanks and bottles

     


    (670,068)

     

     

    (48,856)

     

     

    12,152

     

     

     

    (706,772)

    Vehicles

     


    (154,622)

     

     

    (19,566)

     

    (1,414)

     

    1,526

     

    24

     

    (938)

     

    (174,990)

    Furniture and fixtures

     


    (142,493)

     

     

    (7,718)

     

    (543)

     

    5,578

     

    22

     

    (1,327)

     

    (146,481)

    IT equipment

     


    (265,675)

     

     

    (12,662)

     

    875

     

    7,131

     

    102

     

    (24,567)

     

    (294,796)

     

     


    (7,011,042)

     

     

    (388,114)

     

    (1,947)

     

    162,203

     

    35,468

     

    (1,853,413)

     

    (9,056,845)

    Provision for impairment losses

     


    (1,331)

     

     

     

     

     

     

     

    (1,331)

    Property, plant and equipment, net

     


    7,135,966

     

    688,214

     

    (388,114)

     

    (4,759)

     

    (53,782)

     

    (70,306)

     

    4,275,648

     

    11,582,867

     

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





    Ultrapar Participações S.A. and Subsidiaries

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


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


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


     

     

    Weighted average useful life (years)


    Balance as of 12/31/2024

     

    Additions

     

    Amortization

     

    Transfers (i)

     

    Write-offs

     

    Translation adjustment

     

    Acquisition of subsidiaries (ii)

     

    Balance as of 06/30/2025

    Cost:

     


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Goodwill (a)

     


    982,359

     

     

     

     

     

     

    332,374

     

    1,314,733

    Software

    4


    1,707,645

     

    142,055

     

     

    8,087

     

    (12,206)

     

    (207)

     

    152,383

     

    1,997,757

    Customer contracts

    9


     

     

     

     

     

    (271)

     

    1,235,129

     

    1,234,858

    Distribution rights

    13


    176,687

     

    35,856

     

     

     

     

     

     

    212,543

    Brands

     


    61,366

     

     

     

    538

     

    (22)

     

     

     

    61,882

    Trademark rights

    30


    121,001

     

    20

     

     

    (15)

     

     

     

     

    121,006

    Others

    3


    10,611

     

     

     

    (414)

     

     

     

     

    10,197

    Intangible assets in progress

     


     

    1,833

     

     

    (24)

     

     

    (95)

     

    33,999

     

    35,713

    Decarbonization credits (CBIO)

     


    322

     

    245,017

     

     

     

    (166,535)

     

     

     

    78,804

     

     


    3,059,991

     

    424,781

     

     

    8,172

     

    (178,763)

     

    (573)

     

    1,753,885

     

    5,067,493

    Accumulated amortization:

     


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Software

     


    (1,013,618)

     

     

    (129,585)

     

    (774)

     

    10,993

     

    152

     

    (103,340)

     

    (1,236,172)

    Customer contracts

     


     

     

    (277)

     

     

     

    199

     

    (25,239)

     

    (25,317)

    Distribution rights

     


    (110,819)

     

     

    (3,510)

     

    -

     

    (273)

     

     

     

    (114,602)

    Trademark rights

     


    (22,997)

     

     

    (2,366)

     

    462

     

    257

     

     

     

    (24,644)

    Others

     


    (4,227)

     

     

    (2,359)

     

     

     

     

     

    (6,586)

     

     


    (1,151,661)

     

     

    (138,097)

     

    (312)

     

    10,977

     

    351

     

    (128,579)

     

    (1,407,321)

    Intangible assets, net

     


    1,908,330

     

    424,781

     

    (138,097)

     

    7,860

     

    (167,786)

     

    (222)

     

    1,625,306

     

    3,660,172

     

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

     

    40




    Ultrapar Participações S.A. and Subsidiaries

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


    a. Goodwill

     

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

     

     

    Segment


    06/30/2025

     

    12/31/2024

    Goodwill on the acquisition of:

     


     

     

     

    Hidrovias (27.b)

    Hidrovias


    332,374

     

    Ipiranga (i)

    Ipiranga


    276,724

     

    276,724

    União Terminais

    Ultracargo


    211,089

     

    211,089

    Texaco

    Ipiranga


    177,759

     

    177,759

    Stella

    Ultragaz


    103,051

     

    103,051

    Iconic (CBLSA)

    Ipiranga


    69,807

     

    69,807

    WTZ (27.c)

    Ultragaz


    52,038

     

    52,038

    Temmar

    Ultracargo


    43,781

     

    43,781

    DNP

    Ipiranga


    24,736

     

    24,736

    Repsol

    Ultragaz


    13,403

     

    13,403

    Neogás

    Ultragaz


    7,761

     

    7,761

    Serra Diesel

    Ultrapar


    1,413

     

    1,413

    TEAS

    Ultracargo


    797

     

    797

     

     


    1,314,733

     

    982,359

     

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

     

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

     

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

     

    41




    Ultrapar Participações S.A. and Subsidiaries

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


    15. Loans, financing and debentures

     

    a. Breakdown

     

     

     

     


     


     


     


    Consolidated

    Description

     

    Index/
    Currency


    Weighted average financial charges 2025 (p.a.)


    Weighted average hedging instruments


    Maturity


    06/30/2025

     

    12/31/2024

    Foreign currency:

     

     


     


     


     


     

     

     

    Notes in the foreign market

     

    USD


    5.3%


    142.5% of DI (*)


    2026 to 2029


    4,152,529

     

    4,710,980

    Notes in the foreign market

     

    USD


    5.0%


    CDI + 1.6% (**)


    2031


    1,052,671

     

    Foreign loan

     

    USD


    4.6%


    106.2% of DI


    2025 to 2026


    1,027,296

     

    691,006

    Foreign exchange debentures

     

    USD


    5.3%


    101.7% of DI


    2026


    329,688

     

    Foreign loan

     

    SOFR + US$


    0.9%


    102.9% of DI


    2026


    547,556

     

    Foreign exchange debentures

     

    EUR


    3.0%


    104.4% of DI


    2027


    502,630

     

    Foreign loan

     

    EUR


    4.4%


    109.2% of DI


    2025


     

    778,147

    Foreign loan

     

    JPY


    4.6%


    109.4% of DI


    2025


     

    501,524

    Total in foreign currency

     

     


     


     


     


    7,612,370

     

    6,681,657

    Brazilian Reais:

     

     


     


     


     


     

     

     

    Debentures – CRA

     

    IPCA


    5.3%


    103.1% of DI


    2025 to 2032


    2,602,938

     

    2,456,111

    Debentures

     

    CDI


    1.0%


    n/a


    2026 to 2031


    2,500,311

     

    731,667

    Debentures

     

    IPCA


    5.0%


    102.8% of DI


    2028 to 2031


    1,032,575

     

    534,706

    CCB

     

    CDI


    103.5%


    n/a


    2027


    773,942

     

    1,464,624

    Financing

     

    R$


    14.6%


    106.6% of DI


    2027


    516,378

     

    CDCA

     

    CDI + R$


    0.9%


    n/a


    2027


    507,344

     

    534,374

    Debentures – CRA

     

    Fixed rate


    11.2%


    104.3% of DI


    2027


    504,026

     

    477,827

    Debentures – CRA

     

    CDI + R$


    0.7%


    n/a


    2027


    493,458

     

    490,971

    CDCA

     

    CDI


    109.0%


    n/a


    2026 to 2027


    205,723

     

    293,374

    Constitutional Fund (FNE)

     

    IPCA


    2.9%


    69.5% of DI


    2028 to 2041


    194,759

     

    114,472

    Constitutional Fund (FNO)

     

    IPCA


    3.1%


    n/a


    2028 to 2037


    105,237

     

    Debentures

     

    IPCA


    6.3%


    n/a


    2032 to 2034


    82,710

     

    80,048

    BNDES

     

    R$


    9.4%


    n/a


    2025 to 2040


    23,232

     

    FINEP

     

    TJLP


    1.0%


    n/a


    2025 to 2032


    33,893

     

    679

    Total in Brazilian Reais

     

     


     


     


     


    9,576,526

     

    7,178,853

    Total in foreign currency and Brazilian Reais

     

     


     


     


     


    17,188,896

     

    13,860,510

    Current

     

     


     


     


     


    3,030,887

     

    3,478,673

    1 to 2 years

     

     


     


     


     


    4,601,481

     

    3,257,618

    2 to 3 years

     

     


     


     


     


    2,067,817

     

    1,557,888

    3 to 4 years

     

     


     


     


     


    1,864,833

     

    2,062,967

    4 to 5 years

     

     


     


     


     


    2,075,500

     

    2,130,651

    More than 5 years

     

     


     


     


     


    3,548,378

     

    1,372,713

    Non-current

     

     


     


     


     


    14,158,009

     

    10,381,837

     

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

     

    42





    Ultrapar Participações S.A. and Subsidiaries

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


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

     

     

     

    Consolidated

    Balance as of December 31, 2024

     

    13,860,510

    Proceeds

     

    4,685,905

    Interest accrued

     

    569,962

    Principal payment

     

    (3,981,234)

    Interest payment

     

    (619,791)

    Balance of acquired company (i)

     

    3,385,102

    Monetary variations and foreign exchange variations

     

    (714,232)

    Change in fair value

     

    73,951

    Gain on bond repurchase

     

    (71,277)

    Balance as of June 30, 2025

     

    17,188,896


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

     

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

    b. Guarantees

     

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

     

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

     

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


    43




    Ultrapar Participações S.A. and Subsidiaries

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


    c. Relevant operations contracted in the period

     

    The main operations contracted in the period are shown below:

     

    Description

    Index/ Currency

    Financial charges

    Hedging instruments

    Issuance date

    Maturity

    Principal

    Principal in R$

    Remuneration payment

    Nominal amount payment

    Company

    Foreign exchange debentures

    USD

    5.3%

    101.7% of DI

    Mar/25

    Mar/26

    USD 60,269

    350,000

    At final maturity

    At final maturity

    Ultracargo Logística

    4131

    SOFR + US$

    0.9%

    102.9% of DI

    Feb/25

    Feb/26

    USD 100,000

    577,800

    Quarterly

    At final maturity

    Cia Ultragaz

    CCB

    CDI

    104%

    N/A

    Mar/25

    Mar/27

    R$ 360,000

    360,000

    Quarterly

    At final maturity

    Cia Ultragaz

    Constitutional Fund (FNE)

    IPCA

    2.9%

    69.7% of DI

    Feb/25

    Nov/41

    R$ 100,976

    100,976

    Monthly with grace period

    2028 to 2041

    Ultracargo Logística

    Constitutional Fund (FNO)

    IPCA

    3.1%

    N/A

    Apr/25

    Feb/37

    R$ 106,429

    106,429

    Monthly

    Monthly after a 3-year grace period

    Ultracargo Soluções Logísticas

    4131

    USD

    4.7%

    103.8% of DI

    Apr/25

    Apr/26

    USD 86,956

    500,000

    At final maturity

    At final maturity

    Ipiranga

    BNDES

    R$

    9.4%

    N/A

    May/25

    Mar/40

    R$ 11,498

    11,498

    Monthly

    Monthly after a 3-month grace period

    Ultragaz Energia Ltda. and subsidiaries

    BNDES

    R$

    9.4%

    N/A

    May/25

    Mar/40

    R$ 11,498

    11,498

    Monthly

    Monthly after a 3-month grace period

    Ultragaz Energia Ltda. and subsidiaries

    Foreign exchange debentures

    EUR

    3%

    104.0% of DI

    Jun/25

    Feb-27

    EUR 77,534

    500,000

    Annually

    At final maturity

    Ipiranga

    4131

    R$

    14.6%

    106.6% of DI

    Jun/25

    Oct/27

    R$ 500,000

    500,000

    Annually

    At final maturity

    Ipiranga

    Debentures

    CDI

    0.5%

    N/A

    Jun/25

    Jun/28

    R$ 400,000

    400,000

    Semiannually

    At final maturity

    Hidrovias

    Debentures

    CDI

    0.8%

    N/A

    Jun/25

    Jun/31

    R$ 982,000

    982,000

    Semiannually

    At final maturity

    Hidrovias


    d. Covenants – Subsidiary Hidrovias


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

     

    Financial Covenant linked to Debenture contracts

     

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

     

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

     

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


    44




    Ultrapar Participações S.A. and Subsidiaries

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


    16. Trade payables (Consolidated)

     

    a. Trade payables

     

     

    06/30/2025

     

    12/31/2024

     

     

     

     

    Domestic suppliers

    1,866,432

     

    2,558,813

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

    59,903

     

    23,432

    Foreign suppliers

    805,285

     

    776,052

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

    123,799

     

    160,088

     

    2,855,419

     

    3,518,385

     

    b. Trade payables - reverse factoring

     

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

     

     

    Consolidated

     

    Reverse factoring

    Comparable suppliers1

    Average payment term

    44

    8


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

     


    a. Post-employment benefits (Consolidated)

     

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

     

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

     

     

    06/30/2025

     

    12/31/2024

    Health and dental care plan (1)

    184,826

     

    177,958

    Indemnification of FGTS

    34,897

     

    32,420

    Seniority bonus

    1,923

     

    1,795

    Life insurance (2)

    11,270

     

    10,703

    Total

    232,916

     

    222,876

    Current

    24,098

     

    24,098

    Non-current

    208,818

     

    198,778

     

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

         

    45




    Ultrapar Participações S.A. and Subsidiaries

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

         

     

    a. Provisions for tax, civil and labor risks

     

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

     

    Provisions

    Balance as of 12/31/2024

     

    Additions

     

    Reversals

     

    Payments

     

    Interest

     

    Opening balance – acquisition of subsidiary (i)

     

    Balance as of 06/30/2025

    IRPJ and CSLL

    32,946

     

    188

     

     

    (291)

     

    234

     

     

    33,077

    Tax and social security

    202,465

     

    1,775

     

    (39,716)

     

    (7,149)

     

    2,837

     

     

    160,212

    Civil, environmental and regulatory claims

    161,972

     

    116,177

     

    (664)

     

    (18,170)

     

    24

     

    27,417

     

    286,756

    Provision for indemnities

    206,808

     

    6,377

     

    (58,532)

     

     

    2,424

     

     

    157,077

    Labor

    54,169

     

    7,425

     

    (9,826)

     

    (3,327)

     

    757

     

    9,545

     

    58,743

    Total

    658,360

     

    131,942

     

    (108,738)

     

    (28,937)

     

    6,276

     

    36,962

     

    695,865

    Current

    47,788

     

     

     

     

     

     

     

     

     

     

     

    70,643

    Non-current

    610,572

     

     

     

     

     

     

     

     

     

     

     

    625,222


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

     

    Balance of escrow deposits by nature are as follows:

     

     

    06/30/2025

     

    12/31/2024

    Tax

    395,163

     

    306,593

    Labor

    22,873

     

    24,070

    Civil, environmental and regulatory claims

    52,512

     

    115,413

     

    470,548

     

    446,076


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

     

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

     

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


    46




    Ultrapar Participações S.A. and Subsidiaries

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


    b. Contingent liabilities (possible)

     

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

     

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

     

    Contingent liabilities (possible)

    06/30/2025

     

    12/31/2024

    Tax (b.1)

    6,245,401

     

    4,176,046

    Civil (b.2)

    779,749

     

    815,203

    Labor

    350,761

     

    293,938

     

    7,375,911

     

    5,285,187

     

    b.1 Contingent tax liabilities

     

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

     

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


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

     

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

     

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


    47




    Ultrapar Participações S.A. and Subsidiaries

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


    b.2 Contingent civil liabilities

     

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

     

    c. Lubricants operation between Ipiranga and Chevron

     

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

     

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


    19. Subscription warrants – indemnification

     

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

     

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

     

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


    48




    Ultrapar Participações S.A. and Subsidiaries

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

     

    a. Share capital

     

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

     

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

     

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

     

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

     

    b. Equity instrument granted

     

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

     

    c. Treasury shares

     

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

     

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

     

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


     

     

    06/30/2025

    Balance of unrestricted shares held in treasury

     

    27,878,935

    Balance of treasury shares granted with right of use

     

    18,228,293

    Total balance of treasury shares as of June 30, 2025

     

    46,107,228

     

    d. Capital reserve

     

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


    49




    Ultrapar Participações S.A. and Subsidiaries

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


    e. Approval of dividends

     

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


     

     

    06/30/2025

     

    06/30/2024

    Sales revenue:

     

     

     

    Merchandise

    68,208,150

     

    64,439,068

    Services rendered and others

    1,358,739

     

    875,250

    Electricity (1)

    359,665

     

    Sales returns, rebates and discounts

    (483,469)

     

    (514,560)

    Amortization of contract assets

    (218,580)

     

    (254,977)

     

    69,224,505

     

    64,544,781

    Taxes on sales

    (1,840,200)

     

    (1,804,932)

    Net revenue

    67,384,305

     

    62,739,849

     

    (1)

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


     

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

     

     

    Parent

     

    Consolidated

     

    06/30/2025

     

    06/30/2024

     

    06/30/2025

     

    06/30/2024

    Raw materials and materials for use and consumption

     

     

    (61,725,203)

     

    (57,601,501)

    Personnel expenses

    (145,062)

     

    (123,920)

     

    (1,336,500)

     

    (1,254,139)

    Freight and storage

     

     

    (573,585)

     

    (625,499)

    Depreciation and amortization

    (7,819)

     

    (7,430)

     

    (526,211)

     

    (453,800)

    Services provided by third parties

    (47,971)

     

    (34,305)

     

    (353,266)

     

    (347,580)

    Purchase of electricity (a)

     

     

    (299,261)

     

    Decarbonization obligation (b)

     

     

    (220,453)

     

    (321,269)

    Amortization of right-of-use assets

    (1,453)

     

    (1,362)

     

    (171,734)

     

    (149,925)

    Advertising and marketing

    (1,554)

     

    (798)

     

    (83,073)

     

    (88,572)

    Other expenses and income, net (c)

    36,108

     

    18,694

     

    250,038

     

    (121,720)

    SSC/Holding expenses

    190,424

     

    156,211

     

     

    Total

    22,673

     

    7,090

     

    (65,039,248)

     

    (60,964,005)

    Classified as:

     

     

     

     

     

     

     

    Cost of products and services sold

     

     

    (63,094,967)

     

    (58,570,545)

    Selling and marketing

     

     

    (1,250,088)

     

    (1,213,129)

    General and administrative

    (27,628)

     

    (24,765)

     

    (1,057,746)

     

    (954,302)

    Other operating income (expenses), net

    50,301

     

    31,855

     

    363,553

     

    (226,029)

    Total

    22,673

     

    7,090

     

    (65,039,248)

     

    (60,964,005)

     

    (a)

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

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


    50




    Ultrapar Participações S.A. and Subsidiaries

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


     

     

    Parent

     

    Consolidated

     

    06/30/2025

     

    06/30/2024

     

    06/30/2025

     

    06/30/2024

    Financial income:

     

     

     

     

     

     

     

    Interest on financial investments

    22,542

     

    15,473

     

    349,955

     

    283,968

    Interest from customers

     

     

    72,687

     

    72,965

    Update of subscription warrants (see Note 19)

     

    14,505

     

     

    14,505

    Selic interest on PIS/COFINS credits (a)

     

    3

     

    391,605

     

    22,212

    Update of provisions and other income

    5,438

     

    12,891

     

    7,011

     

    47,130

     

    27,980

     

    42,872

     

    821,258

     

    440,780

    Financial expenses:

     

     

     

     

     

     

     

    Interest on loans, financing and financial instruments

    (1,149)

     

    (911)

     

    (909,601)

     

    (585,870)

    Interest on leases payable

    (348)

     

    (399)

     

    (70,688)

     

    (65,913)

    Update of subscription warrants (see Note 19)

    (4,929)

     

     

    (4,929)

     

    Bank charges, financial transactions tax, and other taxes

    (401)

     

    (17,475)

     

    (85,130)

     

    (81,114)

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

     

    1,624

     

    99,930

     

    (177,953)

    Update of provisions, net, and other expenses

    (90)

     

    (5,602)

     

    (62,222)

     

    (18,447)

     

    (6,917)

     

    (22,763)

     

    (1,032,640)

     

    (929,297)

    Total

    21,063

     

    20,109

     

    (211,382)

     

    (488,517)

     

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


    51




    Ultrapar Participações S.A. and Subsidiaries

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

     

     

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

     

     

    04/01/2025 to 06/30/2025

     

    01/01/2025 to 06/30/2025

     

     

     

     

     

    Continuing Operations

     

    Discontinued Operations

     

    Total

     

    Continuing Operations

     

    Discontinued Operations

     

    Total

     

    04/01/2024 to 06/30/2024

     

    01/01/2024 to 06/30/2024

    Basic earnings per share 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Net income for the year of the Company

    1,099,497

     

    (11,133)

     

    1,088,364

     

    1,432,343

     

    (11,133)

     

    1,421,210

     

    437,915

     

    869,389

    Weighted average number of shares outstanding (in thousands)

    1,088,259

     

    1,088,259

     

    1,088,259

     

    1,091,096

     

    1,091,096

     

    1,091,096

     

    1,103,371

     

    1,101,195

    Basic earnings per share - R$

    1.0103

     

    (0.0102)

     

    1.0001

     

    1.3128

     

    (0.0102)

     

    1.3026

     

    0.3969

     

    0.7895

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Diluted earnings per share

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Net income for the year of the Company

    1,099,497

     

    (11,133)

     

    1,088,364

     

    1,432,343

     

    (11,133)

     

    1,421,210

     

    437,915

     

    869,389

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

    1,109,447

     

    1,109,447

     

    1,109,447

     

    1,110,201

     

    1,110,201

     

    1,110,201

     

    1,119,410

     

    1,115,517

    Diluted earnings per share - R$

    0.9910

     

    (0.0100)

     

    0.9810

     

    1.2902

     

    (0.0100)

     

    1.2801

     

    0.3912

     

    0.7794

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Weighted average number of shares (in thousands)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Weighted average number of shares for basic earnings per share

     

     

    1,088,259

     

     

     

    1,091,096

     

    1,103,371

     

    1,101,195

    Dilution effect

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Subscription warrants

     

     

    2,939

     

     

     

    2,939

     

    3,064

     

    3,078

    Stock plan

     

     

    18,249

     

     

     

    16,166

     

    12,975

     

    11,244

    Weighted average number of shares for diluted earnings per share

     

     

    1,109,447

     

     

     

    1,110,201

     

    1,119,410

     

    1,115,517


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


    52




    Ultrapar Participações S.A. and Subsidiaries

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


     

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

     

    The main segments are presented in the table below:

     

    Segment

    Main activities

    Ultragaz

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

    Ipiranga

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

    Ultracargo

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

    Hidrovias (1)

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

     

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

      

    a. Geographic area information

     

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

     

     

    06/30/2025

     

    06/30/2024

    Net revenue from sales and services:

     

     

     

    Brazil

    66,624,702

     

    61,911,218

    Europe

    45,037

     

    37,272

    United States of America and Canada

    501,515

     

    574,070

    Other Latin American countries

    119,885

     

    129,521

    Others

    93,166

     

    87,768

    Total

    67,384,305

     

    62,739,849

     

    53




    Ultrapar Participações S.A. and Subsidiaries

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


    b. Financial information related to segments

     

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

     

    06/30/2025

    Profit or loss

    Ipiranga

    Ultragaz

    Ultracargo

    Hidrovias (3)

    Others (1) (2)

    Subtotal

    Segments

    Eliminations

    Total

    Net revenue from sales and services

    60,530,226

    5,989,918

    517,344

    425,155

    4,352

    67,466,995

    (82,690)

    67,384,305

    Transactions with third parties

    60,531,036

    5,989,282

    438,371

    425,155

    3,490

    67,387,334

    67,387,334

    Intersegment transactions

    (810)

    636

    78,973

    862

    79,661

    (82,690)

    (3,029)

    Cost of products and services sold

    (57,853,591)

    (4,875,566)

    (207,706)

    (235,860)

    (63,172,723)

    77,756

    (63,094,967)

    Gross profit

    2,676,635

    1,114,352

    309,638

    189,295

    4,352

    4,294,272

    (4,934)

    4,289,338

    Operating income (expenses)

     

     

     

     

     

     

     

     

    Selling and marketing

    (936,328)

    (311,534)

    (4,669)

    (1,078)

    (1,253,609)

    3,521

    (1,250,088)

    General and administrative

    (598,337)

    (199,131)

    (82,273)

    (38,975)

    (143,399)

    (1,062,115)

    4,369

    (1,057,746)

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

    39,271

    (16,756)

    40

    (1,855)

    1

    20,701

    20,701

    Other operating income (expenses), net

    290,704

    17,022

    6,950

    (528)

    49,405

    363,553

    363,553

    Operating income (loss)

    1,471,945

    603,953

    229,686

    146,859

    (89,641)

    2,362,802

    2,956

    2,365,758

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

    (6,219)

    758

    2,357

    (84,188)

    (20,373)

    (107,665)

    (107,665)

    Amortization of fair value adjustments on associates acquisition

    (805)

    (805)

    (805)

    Gain (loss) on acquisition of control of associate

    91,105

    91,105

    91,105

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

    (6,219)

    758

    1,552

    6,917

    (20,373)

    (17,365)

    (17,365)

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

    1,465,726

    604,711

    231,238

    153,776

    (110,014)

    2,345,437

    2,956

    2,348,393

    Depreciation and amortization (a)

    238,565

    160,976

    59,250

    50,802

    9,253

    518,846

    (2,953)

    515,893

    Amortization of contractual assets with customers - exclusivity rights

    218,579

    1

    218,580

    218,580

    Amortization of right-of-use assets

    107,935

    36,071

    15,587

    10,688

    1,453

    171,734

    171,734

    Amortization of fair value adjustments on associates acquisition

    805

    805

    805

    Total depreciation and amortization

    565,079

    197,048

    75,642

    61,490

    10,706

    909,965

    (2,953)

    907,012

     

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

     


    54




    Ultrapar Participações S.A. and Subsidiaries

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


    06/30/2024

    Profit or loss

    Ipiranga

    Ultragaz

    Ultracargo

    Others (1) (2)

    Subtotal

    Segments

    Eliminations

    Total

    Net revenue from sales and services

    57,124,000

    5,194,022

    526,857

    4,775

    62,849,654

    (109,805)

    62,739,849

    Transactions with third parties

    57,123,714

    5,193,359

    421,190

    1,586

    62,739,849

    62,739,849

    Intersegment transactions

    286

    663

    105,667

    3,189

    109,805

    (109,805)

    Cost of products and services sold

    (54,331,562)

    (4,152,929)

    (187,762)

    (58,672,253)

    101,708

    (58,570,545)

    Gross profit

    2,792,438

    1,041,093

    339,095

    4,775

    4,177,401

    (8,097)

    4,169,304

    Operating income (expenses)

     

     

     

     

     

     

     

    Selling and marketing

    (939,224)

    (269,146)

    (5,801)

    (12)

    (1,214,183)

    1,054

    (1,213,129)

    General and administrative

    (598,567)

    (169,975)

    (84,542)

    (111,217)

    (964,301)

    9,999

    (954,302)

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

    72,913

    889

    26

    53

    73,881

    73,881

    Other operating income (expenses), net

    (274,571)

    24,655

    5,187

    18,700

    (226,029)

    (226,029)

    Operating income (loss)

    1,052,989

    627,516

    253,965

    (87,701)

    1,846,769

    2,956

    1,849,725

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

    (3,273)

    468

    2,416

    (10,708)

    (11,097)

    (11,097)

    Amortization of fair value adjustments on associates acquisition

    (1,682)

    (1,682)

    (1,682)

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

    (3,273)

    468

    734

    (10,708)

    (12,779)

    (12,779)

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

    1,049,716

    627,984

    254,699

    (98,409)

    1,833,990

    2,956

    1,836,946

    Depreciation and amortization (a)

    230,119

    154,407

    59,045

    9,042

    452,613

    (2,956)

    449,657

    Amortization of contractual assets with customers - exclusivity rights

    254,305

    672

    254,977

    254,977

    Amortization of right-of-use assets

    102,151

    31,696

    14,836

    1,242

    149,925

    149,925

    Amortization of fair value adjustments on associates acquisition

    1,682

    1,682

    1,682

    Total depreciation and amortization

    586,575

    186,775

    75,563

    10,284

    859,197

    (2,956)

    856,241

     

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

    55




    Ultrapar Participações S.A. and Subsidiaries

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


    c. Assets by segment

     

    06/30/2025

    Assets

    Ipiranga

    Ultragaz

    Ultracargo

    Hidrovias (1)

    Others (2)

    Subtotal

    Segments

    Discontinued operations

    Total

    Investments

    132,819

    5,529

    238,505

    49,772

    3,591

    430,216

    79,549

    509,765

    Property, plant and equipment

    3,298,038

    1,572,056

    2,374,999

    4,571,119

    127,140

    11,943,352

    (360,485)

    11,582,867

    Intangible assets

    1,153,476

    325,069

    286,552

    1,786,344

    271,566

    3,823,007

    (162,835)

    3,660,172

    Right-of-use assets

    834,734

    183,826

    597,568

    317,401

    6,092

    1,939,621

    -

    1,939,621

    Other current and non-current assets

    19,522,732

    2,512,978

    486,192

    2,230,116

    2,719,979

    27,471,997

    (256,073)

    27,215,924

    Assets held for sale

    699,844

    699,844

    Total assets (excluding intersegment transactions)

    24,941,799

    4,599,458

    3,983,816

    8,954,752

    3,128,368

    45,608,193

    -

    45,608,193

     

    12/31/2024

    Assets

    Ipiranga

    Ultragaz

    Ultracargo

    Others (2)

    Total

    Investments

    146,450

    1,042

    216,134

    1,785,007

    2,148,633

    Property, plant and equipment

    3,282,469

    1,566,376

    2,157,663

    129,458

    7,135,966

    Intangible assets

    1,017,405

    333,652

    283,598

    273,675

    1,908,330

    Right-of-use assets

    911,783

    152,024

    599,853

    7,664

    1,671,324

    Other current and non-current assets

    20,944,583

    2,156,708

    393,368

    3,199,162

    26,693,821

    Total assets (excluding intersegment transactions)

    26,302,690

    4,209,802

    3,650,616

    5,394,966

    39,558,074

     

    (1) The “Hidrovias” column is formed of Hidrovias and its parent company Ultra Logística, which is a direct subsidiary of Ultrapar, which is not part of Hidrovias segment, and therefore, the reported numbers may contain differences with the numbers reported by Hidrovias.
    (2) The “Others” column refers to the parent Ultrapar and subsidiaries ImavenUltrapar International, UVC Investimentos and share of profit (loss) of joint venture RPR.
    56




    Ultrapar Participações S.A. and Subsidiaries

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

     

    Classes and categories of financial instruments and their fair values

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


    (a)

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


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

    (c)

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


     

     

    Level

     

    Carrying value


    Carrying value

     

    Fair value

    June 30, 2025

    Note

     

     

    Measured at fair value through profit or loss

     

    Measured at amortized cost


    Total

     

     

    Financial assets:

     

     

     

     

     

     


     

     

     

    Cash and cash equivalents

     

     

     

     

     

     


     

     

     

    Cash and banks

    4.a

     

     

     

    979,457


    979,457

     

    979,457

    Securities and funds in local currency

    4.a

     

     

     

    1,266,299


    1,266,299

     

    1,266,299

    Securities and funds in foreign currency

    4.a

     

     

     

    651,662


    651,662

     

    651,662

    Financial investments

     

     

     

     

     

     


     

     

     

    Securities and funds in local currency

    4.b

    Level 2

     

    995,664

     


    995,664

     

    995,664

    Securities and funds in foreign currency

    4.b

     

     

     

    2,512,437


    2,512,437

     

    2,512,437

    Derivative financial instruments

     

     

     

     

     

     


     

     

     

    Financial 26.f Level 2
    715,139

    715,139
    715,139

    Operational

    26.f

    Level 2

     

    76,447

     

    -


    76,447

     

    76,447

    Energy trading futures contracts

    26.h

    Level 2

     

    540,384

     


    540,384

     

    540,384

    Trade receivables

    5.a

     

     

     

    4,155,912


    4,155,912

     

    4,155,912

    Reseller financing

    5.a

     

     

     

    1,345,850


    1,345,850

     

    1,345,850

    Related parties

    8

     

     

     

    59,653


    59,653

     

    59,653

    Other receivables and other assets

    -

     

     

     

    575,553


    575,553

     

    575,553

     

     

     

     

     

     

     


     

     

     

    Total

     

     

     

    2,327,634

     

    11,546,823


    13,874,457

     

    13,874,457

     

     

     

     

     

     

     


     

     

     

    Financial liabilities:

     

     

     

     

     

     


     

     

     

    Financing and debentures

    15.a

    Level 2

     

    7,257,847

     

    9,931,050


    17,188,897

     

    18,310,958

    Derivative financial instruments

     

     

     

     

     

     


     

     

     

    Financial

    26.f

    Level 2

     

    419,840

     


    419,840

     

    419,840

    Operational

    26.f

    Level 2

     

    32,159

     


    32,159

     

    32,159

    Energy trading futures contracts

    26.h

    Level 2

     

    282,853

     


    282,853

     

    282,853

    Trade payables

    16.a

     

     

     

    2,855,419


    2,855,419

     

    2,855,419

    Trade payables - reverse factoring

    16.b

     

     

     

    257,822


    257,822

     

    257,822

    Subscription warrants – indemnification

    19

    Level 1

     

    51,549

     


    51,549

     

    51,549

    Financial liabilities of customers

    -

     

     

     

    122,304


    122,304

     

    122,304

    Contingent consideration

    -

     

     

    -

     

    17,725


    17,725

     

    17,725

    Related parties

    8

     

     

     

    3,679


    3,679

     

    3,679

    Other payables

    -

     

     

     

    148,818


    148,818

     

    148,818

    Total

     

     

     

    8,044,248

     

    13,336,817


    21,381,065

     

    22,503,126


    57





    Ultrapar Participações S.A. and Subsidiaries

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

     

     

    Level

     

    Carrying value


    Carrying value

     

    Fair value

    December 31, 2024

    Note

     

     

    Measured at fair value through profit or loss

     

    Measured at amortized cost


    Total

     

     

    Financial assets:

     

     

     

     

     

     


     

     

     

    Cash and cash equivalents

     

     

     

     

     

     


     

     

     

    Cash and banks

    4.a

     

     

     

    405,840


    405,840

     

    405,840

    Securities and funds in local currency

    4.a

     

     

     

    1,286,152


    1,286,152

     

    1,286,152

    Securities and funds in foreign currency

    4.a

     

     

     

    379,601


    379,601

     

    379,601

    Financial investments

     

     

     

     


     

    Securities and funds in local currency

    4.b

    Level 2

     

    2,271,979

     


    2,271,979

     

    2,271,979

    Securities and funds in foreign currency

    4.b

     

     

     

    2,854,126


    2,854,126

     

    2,854,126

    Derivative financial instruments

     

     

     

     

     

     


     

     

     

    Financial

    26.f

    Level 2

     

    825,783

     


    825,783

     

    825,783

    Operational

    26.f

    Level 2

     

    8,203

     


    8,203

     

    8,203

    Energy trading futures contracts

    26.h

    Level 2

     

    404,695

     


    404,695

     

    404,695

    Trade receivables

    5.a

     

     

     

    3,913,004


    3,913,004

     

    3,913,004

    Reseller financing

    5.a

     

     

     

    1,404,883


    1,404,883

     

    1,404,883

    Related parties

    8

     

     

     

    416


    416

     

    416

    Other receivables and other assets

     

     

     

     

    386,853


    386,853

     

    386,853

    Total

     

     

     

    3,510,660

     

    10,630,875


    14,141,535

     

    14,141,535

     

     

     

     

     

     

     


     

     

     

    Financial liabilities:

     

     

     

     

     

     


     

     

     

    Financing and debentures

    15.a

    Level 2

     

    5,553,796

     

    8,306,714


    13,860,510

     

    13,600,251

    Derivative financial instruments

     

     

     

     

     

     


     

     

     

    Financial

    26.f

    Level 2

     

    419,842

     


    419,842

     

    419,842

    Operational

    26.f

    Level 2

     

    21,758

     


    21,758

     

    21,758

    Energy trading futures contracts

    26.h

    Level 2

     

    114,776

     


    114,776

     

    114,776

    Trade payables

    16.a

     

     

                     -  

     

    3,518,385


    3,518,385

     

    3,518,385

    Trade payables - reverse factoring

    16.b

     

     

     

    1,014,504


    1,014,504

     

    1,014,504

    Subscription warrants – indemnification

    19

    Level 1

     

    47,745

     


    47,745

     

    47,745

    Financial liabilities of customers

     

     

     

     

    180,225


    180,225

     

    180,225

    Contingent consideration

    28.a

    Level 3

     

    42,186

     

    52,988


    95,174

     

    95,174

    Other payables

     

     

     

     

    171,520


    171,520

     

    171,520

    Total

     

     

     

    6,200,103

     

    13,244,336


    19,444,439

     

    19,184,180



    58





    Ultrapar Participações S.A. and Subsidiaries

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


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

     

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

     

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

     

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

     

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

     

    Financial risk management


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

     

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

     

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

     

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


    59




    Ultrapar Participações S.A. and Subsidiaries

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


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

     

    Risks

     

    Exposure origin

     

    Management

    Market risk - exchange rate

     

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


    Seek exchange rate neutrality, using hedging instruments if applicable.

    Market risk - interest rate

     

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


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

    Market risk - commodity prices

     

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


    Hedging instruments, if applicable.

    Credit risk

     

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


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

    Liquidity risk

     

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


    For cash management: financial investments liquidity.

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


    a. Market risk - exchange and interest rates

     

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

     

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

     

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


    60




    Ultrapar Participações S.A. and Subsidiaries

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

     

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

     

     

     

     

    Exchange rate

     

     

    Interest rate

     

    Note

    Currency

    06/30/2025

     

    12/31/2024

     

    Index

    06/30/2025

     

    12/31/2024

    Assets

     

     

     

     

     

     

     

     

     

     

    Cash, cash equivalents, and financial investments

    4.a

    USD

    3,610,320

     

    3,428,520

     

    DI

    2,261,963

     

    3,558,131

    Trade receivables, net of allowance for expected credit losses

    5.a

    USD

    195,168

     

    27,393

     

     

     

    Inventories

    6

    BRL/ USD

     

    93,821

     

    DI

     

    Other assets in foreign currency

     

    USD

    45,470

     

    21,028

     

     

     

     

     

     

    3,850,958

     

    3,570,762

     

     

    2,261,963

     

    3,558,131

    Liabilities

     

     

     

     

     

     

     

     

     

     

    Loans, financing and debentures (1)

    15.a

    USD/ EUR/ JPY

    (7,648,185)

     

    (6,681,657)

     

    DI

    (4,480,119)

     

    (3,515,010)

    Loans – FINEP

    15.a

     

     

     

    TJLP

    (33,893)

     

    (679)

    Payables arising from imports

    16.a

    USD

    (929,084)

     

    (936,140)

     

     

     

    Other liabilities in foreign currency

     

    USD

    (128,726)

     

    (41,298)

     

     

     

     

     

     

    (8,705,995)

     

    (7,659,095)

     

     

    (4,514,012)

     

    (3,515,689)

    Derivative instruments

    26.f

    USD / EUR / JPY

    4,099,080

     

    3,470,855

     

    DI

    (8,380,486)

     

    (6,380,131)

     

     

     

    (755,957)

     

    (617,478)

     

     

    (10,632,535)

     

    (6,337,689)

    Net liability position - equity

     

     

    (435,533)

     

     

     

     

    Net liability position - profit or loss

     

     

    (320,424)

     

    (617,478)

     

     

    (10,632,535)

     

    (6,337,689)


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


    Sensitivity analysis with devaluation of the Real and interest rate increase

     

     

    Exchange rate - Real devaluation (i)

     

    Interest rate increase (ii)





    Effect on profit or loss

    (11,603)

     

    (22,271)

    Effect on equity

    (15,425)

     

    -

    Total

    (27,028)

     

    (22,271)


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


    61




    Ultrapar Participações S.A. and Subsidiaries

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


    b. Market risk - commodity prices

     

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

     

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

     

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

     

    Derivative

     

    Fair value (R$ thousand)

     

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

     

     

    06/30/2025

     

    12/31/2024

     

    06/30/2025

     

    12/31/2024

    Commodity forward

     

    27,890

     

    (7,707)

     

    (22,132)

     

    (12,430)


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


    c. Credit risk

     

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

     

    c.1 Financial institutions and government

     

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

     

     

     

    Fair value

    Counterparty credit rating

     

    06/30/2025

     

    12/31/2024

    AAA

     

    6,671,963

     

    7,557,385

    AA

     

    478,168

     

    305,686

    A

     

    3,846

     

    3,668

    Others

     

    43,128

     

    164,945

    Total

     

    7,197,105

     

    8,031,684

     

    c.2 Trade receivables

     

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

     

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

     

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


    62





    Ultrapar Participações S.A. and Subsidiaries

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

     

    d. Liquidity risk

     

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

     

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

     

    (i)                cash and financial investments;

    (ii)               cash flow generated by its operations; and

    (iii)              loans.

     

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


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

     

     

    Less than 1 year

    Between 1 and 3 years

    Between 3 and 5 years

    More than 5 years

    Total

    Loans including future contractual interest (1) (2)

    4,900,956

    8,805,162

    4,807,832

    4,000,411

    22,514,361

    Derivative instruments (3)

    593,318

    574,699

    164,089

    30,139

    1,362,245

    Trade payables

    2,855,419

    2,855,419

    Trade payables - reverse factoring

    257,822

    257,822

    Leases payable

    499,571

    578,195

    379,390

    1,216,294

    2,673,450

    Financial liabilities of customers

    93,631

    69,967

    163,598

    Other payables

    147,594

    7,851

    155,445

     

    9,348,311

    10,035,874

    5,351,311

    5,246,844

    29,982,340

     

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

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

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

      

    e. Capital management


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

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

    63




    Ultrapar Participações S.A. and Subsidiaries

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


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

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

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

     

     

     

    Consolidated

     

     

    06/30/2025

     

    12/31/2024

    Gross debt and lease payable (a)

     

    18,937,993

     

    15,345,662

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

     

    6,405,519

     

    7,197,699

    Financial instruments (c)

     

    295,299

     

    405,941

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

     

    12,237,175

     

    7,742,022

    Equity

     

    18,395,769

     

    15,823,444

    Net debt-to-equity ratio

     

    66.52%

     

    48.93%

     

    f. Selection and use of derivative financial instruments

     

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

     

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


    64




    Ultrapar Participações S.A. and Subsidiaries

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

     

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


    Derivatives designated as hedge accounting

     

     

     

     

     

     

     

     

     

     

     

     

    Product

     

    Contracted rates

     

    Maturity

     

    Notional amount (2)

     

    Fair value as of 06/30/2025

     

    Gains (losses) as of 06/30/2025

     

     

    Assets

    Liabilities

     

     

     

    06/30/2025

     

    Assets

     

    Liabilities

     

    Profit or loss

     

    Fair value adjustment of debt - R$

    Foreign exchange swap (1)

     

    USD + 5.1%

    105.0% DI

     

    Apr/26

     

    USD 243,565

     

    4,043

     

    (76,580)

     

    (172,444)

     

    14,832

    Foreign exchange swap (1)

     

    14.6%

    106.6% DI

     

    Oct/27

     

    USD 89,437

     

    3,511

     

     

    3,511

     

    (12,393)

    Foreign exchange swap (1)

     

    EUR + 3.0%

    104.0% DI

     

    Feb-27

     

    EUR 77,535

     

     

    (2,768)

     

    (33,776)

     

    (2,349)

    Foreign exchange swap (1)

     

    JPY + 1.5%

    109.4% DI

     

    -

     

    -

     

     

    -

     

    (30,066)

     

    -

    Foreign exchange swap (1)

     

    SOFR + 0.9%

    103.3% DI

     

    Feb/26

     

    USD 104,535

     

    -

     

    (43,285)

     

    (52,011)

     

    2,673

    Interest rate swap (1)

     

    IPCA + 5.2%

    103.0% DI

     

    Jun/32

     

    BRL 3,040,000

     

    342,109

     

    (1,798)

     

    81,704

     

    (72,429)

    Interest rate swap (1)

     

    IPCA + 2.9%

    69.5% DI

     

    Nov/41

     

    BRL 252,441

     

     

    (6,627)

     

    (4,055)

     

    20,965

    Interest rate swap (1)

     

    11.2%

    104.3% DI

     

    Jul/27

     

    USD 525,791

     

     

     

    (28,114)

     

    19,655

     

    (24,986)

    Commodity forward (1)

     

    BRL

    Heating Oil/ RBOB

     

    Dec/25

     

    USD 53,600

     

    45,907

     

    (17,468)

     

    17,533

     

    NDF (1)

     

    BRL

    USD

     

    Dec/25

     

    USD 16,532

     

    6,590

     

    (4,087)

     

    9,655

     

     

     

     

     

     

     

     

    Total - designated

     

    402,160

     

    (180,727)

     

    (160,294)

     

    (73,687)

    Derivatives not designated as hedge accounting

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Foreign exchange swap

     

    USD + 0.0%

    52.5% CDI

     

    Jun/29

     

    USD 300,000

     

    361,101

     

     

    (174,268)

     

    Foreign exchange swap

     

    USD + 4.9%

    CDI + 1.6%

     

    Oct/31

     

    USD 50,000

     

     

    (12,835)

     

    (63,889)

     

    NDF

     

    USD

    BRL

     

    Sept/25

     

    USD 14,459

     

    19,654

     

    (6,808)

     

    (20,034)

     

    Commodity forward

     

    BRL

    Heating Oil/ RBOB

     

    Nov/25

     

    USD 25,787

     

    8,671

     

    (9,220)

     

    4,731

     

    Interest rate swap

     

    USD + 5.2%

    CDI -1.4%

     

    Jun/29

     

    USD 300,000

     

     

    (242,409)

     

    21,204

     

     

     

     

     

     

     

     

    Total - not designated

     

    389,426

     

    (271,272)

     

    (232,256)

     

     

     

     

     

     

     

     

    Total

     

    791,586

     

    (451,999)

     

    (392,550)

     

    (73,687)


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


    65




    Ultrapar Participações S.A. and Subsidiaries

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


    Derivatives designated as hedge accounting

     

     

     

     

     

     

     

     

     

     

     

     

    Product

     

    Contracted rates

     

    Maturity

     

    Notional amount (3)

     

    Fair value as of 06/30/2024

     

    Gains (losses) as of 06/30/2024

     

     

    Assets

    Liabilities

     

     

     

    06/30/2024

     

    Assets

     

    Liabilities

     

    Profit or loss

     

    Fair value adjustment of debt - R$

    Foreign exchange swap (1)

     

    USD + 0.0%

    53.6% DI

     

    -

     

    -

     

     

     

    5,581

     

    Foreign exchange swap (1)

     

    USD + 5.4%

    109.9% DI

     

    Sept/25

     

    USD 206,067

     

    38,756

     

     

    120,065

     

    1,931

    Foreign exchange swap (1)

     

    EUR + 5.2%

    109.4% DI

     

    Mar/25

     

    EUR 120,147

     

    30,058

     

     

    38,259

     

    3,266

    Foreign exchange swap (1)

     

    JPY + 1.6%

    109.0% DI

     

    Mar/25

     

    JPY 24,098,829

     

    2,284

     

    (85,110)

     

    (24,728)

     

    (6,546)

    Interest rate swap (1)

     

    IPCA + 5.1%

    104.0% DI

     

    Jun/32

     

    BRL 2,873,693

     

    418,857

     

     

    (131,339)

     

    41,421

    Interest rate swap (1)

     

    10.48%

    103.6% DI

     

    Jul/27

     

    BRL 615,791

     

     

    (18,250)

     

    (30,864)

     

    (11,412)

    Commodity forward (1)

     

    BRL

    Heating Oil/ RBOB

     

    Dec/24

     

    USD 184,089

     

    20,042

     

    (6,461)

     

    (26,465)

     

    NDF (1)

     

    BRL

    USD

     

    Dec/24

     

    USD 95,671

     

    2,591

     

    (12,489)

     

    (29,462)

     

     

     

     

     

     

     

     

    Total - designated

     

    512,588

     

    (122,310)

     

    (78,953)

     

    28,660

    Derivatives not designated as hedge accounting

     

     

     

     

     

     

     

     

     

     

     

     

    Foreign exchange swap

     

    USD + 0.0%

    52.5% CDI

     

    Jun/29

     

    USD 300,000

     

    330,318

     

     

    136,792

     

    NDF

     

    USD

    BRL

     

    Sept/24

     

    USD 104,952

     

    12,849

     

    (7,111)

     

    41,968

     

    Commodity forward

     

    BRL

    Heating Oil/ RBOB

     

    Feb/25

     

    USD 346,287

     

    33,137

     

    (32,805)

     

    (1,580)

     

    Interest rate swap

     

    USD + 5.2%

    CDI - 1.4%

     

    Jun/29

     

    USD 300,000

     

     

    (236,315)

     

    (71,678)

     

     

     

     

     

     

     

     

    Total - not designated

     

    376,304

     

    (276,231)

     

    105,502

     

     

     

     

     

     

     

     

    Total

     

    888,892

     

    (398,541)

     

    26,549

     

    28,660


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


    66





    Ultrapar Participações S.A. and Subsidiaries

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


    g. Hedge accounting

     

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

     

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

     

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

     

    g.1 Fair value hedge

     

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

     

    g.2 Cash flow hedge

     

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

     

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

     

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

     

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

     

    h. Financial instruments (energy trading futures contracts)

     

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


    Sensitivity analysis – level 2 hierarchy

     

     

    Valuation technique

     

    Fair value of energy contracts

     

    Sensitivity of inputs to fair value (a)

    Financial assets

    Discounted cash flow method

     

    540,384

     

    +10%

    623,683

     

     

     

    -10%

    444,149

     

     

     

     

     

     

    Financial liabilities

     

    282,853

     

    +10%

    398,213

     

     

     

    -10%

    189,806

     

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


    67



    Ultrapar Participações S.A. and Subsidiaries

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

    27. Acquisition of Interest and Control

     

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

     

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

     

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


    b. Hidrovias do Brasil S.A.

     

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

     

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

     

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

     

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

     

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

     

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

     

    68




    Ultrapar Participações S.A. and Subsidiaries

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


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

     

    Assets

     

    Cash and cash equivalents

    1,155,510

    Bonds and other securities

    1,171

    Trade receivables

    119,082

    Inventories

    168,889

    Recoverable taxes

    198,360

    Prepaid expenses

    65,607

    Related parties

    5,825

    Other receivables

     137,093

    Assets of subsidiaries held for sale

    736,540

    Escrow deposits

    67,375

    Deferred tax assets

    74,730

    Other investments

    121,710

    Property, plant and equipment, net

    4,275,648

    Intangible assets, net

    1,292,934

    Right-of-use asset, net

    331,202

    Derivative instruments

    6,270

    Liabilities

     

    Loans and financing

    3,542,285

    Trade payables

    104,490

    Salaries and related charges

    46,246

    Taxes payable, income and social contribution taxes payable

    126,869

    Deferred tax liabilities

    590,220

    Legal claims

    36,962

    Advances from customers

    7,365

    Leases payable

    286,778

    Other payables

    119,491

    Liabilities of subsidiaries held for sale

    500,708

    Derivative instruments

    52,643

     

    69





    Ultrapar Participações S.A. and Subsidiaries

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


    Goodwill based on expected future profitability

    332,374

    Non-controlling interests(1)

    1,666,929

    Assets and liabilities consolidated in the opening balance

    2,009,334

    Assets acquired

    4,392,110

    Liabilities assumed

    (2,715,149)

    Goodwill based on expected future profitability

        332,374

    Final investment in 50.15% interest

    2,009,334

    Reversal of the non-cash effect of the acquisition

     

    Gain on acquisition of control of associate

    (113,655)

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

    148,518

    Acquisition value - cash

    2,044,197

    Cash and cash equivalents acquired

    (1,155,510)

    Net cash from transaction

    888,687

     

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


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

     

    Revaluation of investment

     

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

    66,267

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

    47,388

    Gain on acquisition of control of associate

    113,655

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

    43,717

    Total

    157,372

     

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

     

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

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


    70




    Ultrapar Participações S.A. and Subsidiaries

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

     

    c. WTZ Participações S.A.

     

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

     

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

     

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

     

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

     

    Assets

     

    Cash and cash equivalents

    5,399

    Trade receivables

    33,168

    Recoverable taxes

    3,036

    Prepaid expenses

    170

    Other receivables

    306

    Other investments

    5

    Property, plant and equipment, net

    1,684

    Intangible assets, net

    11

    Derivative instruments

    209,348

    Liabilities

     

    Loans and financing

    68

    Trade payables

    27,541

    Salaries and related charges

    2,211

    Taxes payable, income and social contribution taxes payable

    80,918

    Other payables

    2,641



    Goodwill based on expected future profitability

    52,038

    Non-controlling interests

    67,498

    Assets and liabilities consolidated in the opening balance 124,288


    71




    Ultrapar Participações S.A. and Subsidiaries

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




    Assets acquired

    130,867

    Liabilities assumed

    58,617

    Goodwill based on expected future profitability

    52,038

    Acquisition value

    124,288

     

     

    Comprised by:

     

    Cash

    55,000

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

    23,904

    Contingent consideration settled

    45,106

    Contingent consideration to be settled

    278

    Total consideration

    124,288

     

     

    Net cash outflow resulting from acquisition

     

    Initial consideration in cash

    55,000

    Contingent consideration settled

    45,106

    Cash and cash equivalents acquired

    (5,399)

    Acquisition value

    94,707

     

    28. Discontinued operation

     

    a. Cabotagem purchase and sale agreement


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


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


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


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


    72




    Ultrapar Participações S.A. and Subsidiaries

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


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


    Allocation of impairment

    79,549

    Deferred income and social contribution taxes

    (27,047)

    Net impairment(1)

    52,502

     

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

     

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

     

    ASSETS

    Cabotagem June/2025

     

    Eliminations

     

    Impact of impairment

     

    Cessation of depreciation

     

    Balance as of 06/30/2025

    Cash and cash equivalents

    11,520

     

    -

     

    -

     

    -

     

    11,520

    Financial investments

    855

     

    -

     

    -

     

    -

     

    855

    Trade receivables

    45,277

     

    -

     

    -

     

    -

     

    45,277

    Inventories

    16,754

     

    -

     

    -

     

    -

     

    16,754

    Recoverable taxes

    872

     

    -

     

    -

     

    -

     

    872

    Recoverable income and social contribution taxes

    26,198

     

    -

     

    -

     

    -

     

    26,198

    Credits with related parties

    61

     

    (61)

     

    -

     

    -

     

    -

    Other assets

    28,946

     

    -

     

    -

     

    -

     

    28,946

     

     

     

     

     

     

     

     

     

     

    Total current assets

    130,483

     

    (61)

     

    -

     

    -

     

    130,422

     

     

     

     

     

     

     

     

     

     

    Financial investments

    19,002

     

    -

     

    -

     

     

     

    19,002

    Credits with related parties

    140

     

    (140)

     

    -

     

    -

     

    -

    Escrow deposits

    21,116

     

    -

     

    -

     

    -

     

    21,116

    Deferred income tax and social contribution

    60,768

     

    -

     

    27,047

     

    (7,834)

     

    79,981

    Other assets

    5,552

     

    -

     

    -

     

    -

     

    5,552

    Property, plant and equipment

    342,026

     

    -

     

    -

     

    18,459

     

    360,485

    Intangible assets

    158,253

     

    -

     

    (79,549)

     

    4,582

     

    83,286

    Total non-current assets

    606,857

     

    (140)

     

    (52,502)

     

    15,207

     

    569,422

     

     

     

     

     

     

     

     

     

     

    Total assets

    737,340

     

    (201)

     

    (52,502)

     

    15,207

     

    699,844


    73




    Ultrapar Participações S.A. and Subsidiaries

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


    LIABILITIES AND EQUITY

    Cabotagem June/2025

     

    Eliminations

     

    Impact of impairment

     

    Cessation of depreciation

     

    Balance as of 06/30/2025

    Trade payables

    20,308

     

    -

     

    -

     

    -

     

    20,308

    Loans, financing and debentures

    63,903

     

    -

     

    -

     

    -

     

    63,903

    Social and labor obligations

    3,310

     

    -

     

    -

     

    -

     

    3,310

    Taxes payable

    13,948

     

    -

     

    -

     

    -

     

    13,948

    Income and social contribution taxes

    5,259

     

    -

     

    -

     

    -

     

    5,259

    Payables from related parties

    1,081

     

    (1,081)

     

    -

     

    -

     

    -

    Legal claims

    62

     

    -

     

    -

     

    -

     

    62

    Total current liabilities

    107,871

     

    (1,081)

     

    -

     

    -

     

    106,790

     

     

     

     

     

     

     

     

     

     

    Loans, financing and debentures

    365,453

     

    -

     

    -

     

    -

     

    365,453

    Total non-current liabilities

    365,453

     

    -

     

    -

     

    -

     

    365,453

     

     

     

     

     

     

     

     

     

     

    Share capital

    234,557

     

    (234,557)

     

    -

     

    -

     

    -

    Retained earnings (loss)

    136,013

     

    (98,718)

     

    (52,502)

     

    15,207

     

    -

    Accumulated other comprehensive income

    (106,554)

     

    106,554

     

    -

     

    -

     

    -

    Total equity

    264,016

     

    (226,721)

     

    (52,502)

     

    15,207

     

    -

     

     

     

     

     

     

     

     

     

     

    Total liabilities and equity

    737,340

     

    (227,802)

     

    (52,502)

     

    15,207

     

    472,243

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

     

    Balance as of 06/30/2025 (1)

    Net revenue from sales and services

    32,905

    Cost of services sold

    (25,538)

     

     

    Gross profit

    7,367

     

     

    Operating income (expenses)

     

    General and administrative

    (1,451)

    Other operating income (expenses)

    3,185

    Impairment losses

    (43,694)

    Operating income (loss) before financial result and taxes

    (34,593)

     

     

    Financial income

    3,249

    Financial expenses

    (2,683)

    Financial result, net

    566

     

     

    Operating income (loss) before income and social contribution taxes

    (34,027)

     

     

    Income and social contribution taxes

     

    Current

    2,751

    Deferred

    9,886

    Profit (loss) for the period

    (21,390)

      

    74




    Ultrapar Participações S.A. and Subsidiaries

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

     

     

    Balance as of 06/30/2025(1)

    Net cash provided by operating activities

    20,631

    Net cash used in investing activities

    (7,591)

    Net cash used in financing activities

    (12,833)

    Increase in cash and cash equivalents

    207


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


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

    d. Covenants


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

     

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


    29. Events after the reporting period

     

    a. Conclusion of share buyback program


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


    b. Distribution of dividends

     

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

     

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

     

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

     

    75


     

    Graphics


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

      

    Net revenue

    Adjusted EBITDA1

    Recurring Adjusted EBITDA¹

    R$ 34.1

    billion

    R$ 2.1

    billion

    R$ 1.5

    billion

     

    Net income

    Cash generation from operations2

    Investments

    R$ 1.2

    billion

    R$ 1.8

    billion

    R$ 544
    million

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

    Highlights

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

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

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

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

    76

    2Q25 Graphics

    Considerations on the financial and operational information

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

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

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

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

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

    R$ million

    ULTRAPAR

    Quarter

    Year-to-date

    2Q25

    2Q24

    2Q25

    1H24

    1H25

    Net Income

    1,151

    491

    363

    1,514

    947

    (+) Income and social contribution taxes

    341

    193

    248

    589

    402

    (+) Net financial (income) expenses

    31

    206

    180

    211

    489

    (+) Depreciation and amortization¹

    388

    322

    300

    688

    600

    EBITDA

    1,910

    1,212

    1,091

    3,002

    2,437

    Accounting adjustment

     

     

     

     

     

    (+) Amortization of contractual assets with customers exclusive rights

    113

    122

    105

    218

    255

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

    0

    2

    0

    1

    2

    (+) MTM of energy futures contracts

    42

    -

    (9)

    33

    -

    (+/-) Hedge accounting

    4

    -

    -

    4

    -

    Adjusted EBITDA

    2,070

    1,336

    1,188

    3,258

    2,693

    Ipiranga

    1,199

    817

    832

    2,031

    1,636

    Ultragaz

    442

    414

    393

    835

    815

    Ultracargo

    141

    165

    166

    307

    330

    Hidrovias

    323

    -

    (139)

    185

    -

    Holding and other companies

     

     

     

     

     

      Holding

    (56)

    (53)

    (54)

    (110)

    (93)

    Other companies

    (12)

    (8)

    (10)

    (21)

    (11)

    Extraordinary expenses/provisions from divestments

    32

    -

    -

    32

    16

    Non-recurring items that affected EBITDA

     

     

     

     

     

    (-) Results from disposal of assets (Ipiranga)

    (34)

    (36)

    (5)

    (39)

    (73)

    (-) Credits and provisions (Ipiranga)

    (487)

    -

    -

    (487)

    -

    (-) Earn-out Stella (Ultragaz)

    -

    (17)

    -

    -

    (17)

    (-) Extraordinary expenses/provisions from divestments

    (32)

    -

    -

    (32)

    (16)

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

    (48)

    -

    -

    (48)

    -

    Recurring adjusted EBITDA

    1,468

    1,282

    1,183

    2,651

    2,588

    Ipiranga

    678

    781

    826

    1,504

    1,563

    Ultragaz

    442

    397

    393

    835

    797

    Ultracargo

    141

    165

    166

    307

    330

    Hidrovias

    276

    -

    (139)

    137

    -

    Holding and other companies

     

     

     

     

     

      Holding

    (56)

    (53)

    (54)

    (110)

    (93)

      Other companies

    (12)

    (8)

    (10)

    (21)

    (11)


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


    77

    2Q25 Graphics


    R$ million
    ULTRAPAR

    Quarter

    Year-to-date  

    2Q25

    2Q24

    1Q25

    2Q25 x 2Q24

    2Q25 x 1Q25

    1H25

    1H24

    1H25 x 1H24

    Net revenues

    34,088

    32,344

    33,329

    5%

    2%

    67,417

    62,740

    7%

    Adjusted EBITDA

    2,070

    1,336

    1,188

    55%

    74%

    3,258

    2,693

    21%

    Recurring Adjusted EBITDA¹

    1,468

    1,282

    1,183

    15%

    24%

    2,651

    2,588

    2%

    Depreciation and amortization2

    (501)

    (446)

    (406)

    12%

    23%

    (907)

    (856)

    6%

    Financial result

    (31)

    (206)

    (180)

    -85%

    -83%

    (211)

    (489)

    -57%

    Net income

    1,151

    491

    363

    134%

    217%

    1,514

    947

    60%

    Investments

    544  

    479

    416

    14%

    31%

    959

    918

    7%

    Cash flow from operating activities

    939

    1,298

    3

    -28%

    n/a

    942

    725

    30%

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

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


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

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

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

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

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

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

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


    78

    2Q25 Graphics


    R$ million

    IPIRANGA

    Quarter 

    Year-to-date  

    2Q25

    2Q24

    1Q25

    2Q25 x 2Q24

    2Q25 x 1Q25

    1H25

    1S24

    1H25 x 1H24

    Total volume (‘000 m³)

    5,733

    5,850

    5,578

    -2%

    3%

    11,310

    11,433

    -1%

    Diesel

    2,925

    3,016

    2,775

    -3%

    5%

    5,700

    5,766

    -1%

    Otto cycle

    2,700

    2,727

    2,699

    -1%

    0%

    5,399

    5,472

    -1%

    Other

    107

    107

    104

    1%

    4%

    211

    195

    8%

    Adjusted EBITDA (R$ million)

       1,199

           817

           832

    47%

    44%

       2,031

      1,636

    24%

    Adjusted EBITDA margin (R$/m³)

           209

           140

           149

    50%

    40%

           180

           143

    25%

    Non-recurring²

    (521)

           (36)

              (5)

    n/a

    n/a

        (527)

           (73)

    n/a

    Recurring Adjusted EBITDA (R$ million)

           678

           781

           826

    -13%

    -18%

       1,504

       1,563

    -4%

    Recurring Adjusted EBITDA margin (R$/m³)

           118

           133

           148

    -11%

    -20%

          133

           137

    -3%

    Recurring Adjusted LTM EBITDA
    (R$ million)

       3,284

       4,148

      3,387

    -21%

    -3%

      3,284

       4,148

    -21%

    Recurring Adjusted LTM EBITDA margin (R$/m³)

    140

    177

    144

    -21%

    -3%

    140

    177

    -21%

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

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


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

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

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

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

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

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

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

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


    79


    2Q25 Graphics


    R$ million

    ULTRAGAZ

    Quarter

    Year-to-date

    2Q25

    2Q24

    2Q25

    2Q25 x 2Q24

    2Q25 x 1Q25

    1H25

    1S24

    1H25 x 1H24

    Total volume (‘000 ton)

    432

    437

    406

    -1%

    6%

    839

    838

    0%

    Bottled

    276

    281

    257

    -2%

    7%

    533

    534

    0%

    Bulk

    156

    156

    149

    0%

    5%

    305

    305

    0%

    Adjusted EBITDA1 (R$ million)

    442

    414

    393

    7%

    13%

    835

    815

    0%

    Adjusted EBITDA margin (R$/ton)

    1,023

    948

    967

    8%

    6%

    996

    972

    2%

    Non-recurring2

    -  

    (17)

    -  

    n/a

    n/a

    -  

    (17)

    n/a

    Recurring Adjusted EBITDA1 (R$ million)

    442

    397

    393

    11%

    13%

    835

    797

    3%

    Recurring Adjusted EBITDA margin (R$/ton)

    1,023

    909

    967

    13%

    6%

    996

    951

    5%

    Recurring Adjusted LTM EBITDA1 (R$ million)

    1,725

    1,656

    1,679

    4%

    3%

    1,725

    1,656

    4%

    Recurring Adjusted LTM EBITDA margin (R$/ton)

    987

    964

    959

    2%

    3%

    987

    964

    2%

    ¹ Includes contribution from the result of new energies

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

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

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

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

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

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

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

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

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

    80

    2Q25 Graphics

    R$ million
    ULTRACARGO

    Quarter 

    Year-to-date

    2Q25

    2Q24

    1Q25

    2Q25 x 2Q24

    2Q25 x 1Q25

    1H25

    1S24

    1H25 x 1H24

    Installed capacity¹ (‘000 m³)

    1,067

    1,067

    1,067

    0%

    0%

    1,067

    1,067

    0%

    sold (‘000 m³)

    3,703

    4,307

    4,024

    -14%

    -8%

    7,728

    8,503

    -9%

    Adjusted EBITDA (R$ million)

    141

    165

    166

    -15%

    -15%

    307

    330

    -7%

    Adjusted EBITDA margin (%)

    57%

    63%

    61%

    -5.6 p.p.

    -4.3 p.p.

    59%

    63%

    -3.4 p.p.

    Adjusted EBITDA margin (R$/ m³ capacity)

    44

    52

    52

    -15%

    -15%

    48

    52

    -7%

    Adjusted LTM EBITDA (R$ million)

    644

    658

    669

    -2%

    -4%

    644

    658

    -2%

    Adjusted LTM EBITDA margin (%)

    60%

    63%

    62%

    -2.3 p.p.

    -1.3 p.p.

    60%

    63%

    -2.3 p.p.

    ¹ Monthly average

     

     

     

     

     

     

     

     

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

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

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

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

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

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


    81

    2Q25 Graphics

    R$ million

    HIDROVIAS DO BRASIL

    Quarter

    Year-to-date

    2Q25

    2Q24

    1Q25

    2Q25 x 2Q24

    2Q25 x 1Q25

    1H25

    1S24

    1H25 x 1H24

    Total volume (thousand ton)

    4,922

    4,475

    4,161

    10%

    18%

    9,084

    8,509

    7%

    North Corridor

    2,204

    2,067

    1,867

    7%

    18%

    4,071

    4,158

    -2%

    South Corridor

    1,416

    1,010

    1,085

    40%

    31%

    2,501

    1,713

    46%

    Coastal Navigation

    872

    1,044

    769

    -17%

    13%

    1,641

    1,933

    -15%

    Santos

    431

    353

    440

    22%

    -2%

    871

    705

    23%

    Adjusted EBITDA (R$ million)

    304

    221

    221

    38%

    38%

    525

    387

    36%

    Non-recurring¹

    44

    30

    36

    46%

    22%

    80

    30

        n/a

    Adjusted EBITDA margin (%)

    44%

    40%

    40%

    4 p.p.

    4 p.p

    42%

    39%

    3 p.p

    Recurring Adjusted EBITDA  (R$ million)

    348

    250

    256

    39%

    36%

    604

    417

    45%

    Recurring Adjusted EBITDA margin (%)

    50%

    46%

    46%

    4 p.p.

    4 p.p.

    49%

    42%

    7 p.p.

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

     

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

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

     

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

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


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

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

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

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

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


    82

    2Q25 Graphics


    ULTRAPAR - Indebtedness

    Quarter

    2Q25

    2Q24

    1Q25

    Cash and cash equivalents¹

    6,437

    7,429

    5,994

    Gross debt¹

    (17,618)

    (13,703)

    (13,556)

    Leases payable

    (1,749)

    (1,426)

    (1,482)

    Derivative financial instruments¹

    295

    -

    -

    Net debt

    (12,635)

    (7,700)

    (9,044)

    Net debt/Adjusted LTM EBITDA²

    1.9x

    1.2x

    1.7x

    Trade payables – reverse factoring (draft discount)

    (258)

    (1,531)

    (1,167)

    Financial liabilities of customers (vendor)

    (122)

    (244)

    (151)

    Receivables from divestments (Oxiteno and Extrafarma)

    -

    220

    -

    Net debt + draft discount + vendor + receivables

    (13,015)

    (9,256)

    (10,362)

    Average gross debt duration (years)

    3,6

    3,3

    3,3

    Average cost of gross debt

    107% DI

    110% DI

    110% DI

    DI + 0.9%

    DI + 1.0%

    DI + 1.3%

    Average cash yield (% DI)

    99%

    99%

    100%

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

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

     

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

     


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

     


    Graphics 


     Graphics



    83

    2Q25 Graphics


    Updates on ESG themes

    Ultrapar


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

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

    Business

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

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

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

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


    84

    2Q25 Graphics


    ULTRAPAR  Capital Markets

    Quarter

    2Q25

    2Q24

    1Q25

    Final number of shares (‘000 shares)

    1,115,507

    1,115,404

    1,115,507

    Market cap¹ (R$ million)

    19,566

    24,093

    19,086

    B3


     

     

    Average daily trading volume (‘000 shares)

    5,872

    4,297

    6,688

    Average daily financial volume (R$ thousand)

    99,322

    106,068

    111,021

    Average share price (R$/share)

    16.91

    24.68

    16.60

    NYSE


     

     

    Quantity of ADRs² (‘000 ADRs)

    67,360

    59,223

    66,273

    Average daily trading volume (‘000 ADRs)

    1,962

    1,340

    1,694

    Average daily financial volume (US$ thousand)

    5,928

    6,490

    4,961

    Average share (US$/ADRs)

    3.02

    4.84

    2.93

    Total


     

     

    Average daily trading volume (‘000 shares)

    7,834

    5,637

    8,382

    Average daily financial volume (R$ thousand)

    132,869

    139,743

    139,841

       ¹ Calculated on the closing share price for the period

       ² 1 ADR = 1 commom share

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

    Evolução UGPA3 x Ibovespa

    (Base 100)

    Graphics 

     

     


    2Q25 Conference call

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

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

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

     

    Access link via Zoom

    Participants in Brazil and international: Click here 


    85


    2Q25 Graphics


    R$ million

    ULTRAPAR - Balance sheet

    Jun 25

    Jun 25

    Jun 25

    Jun 24

    Mar 25

    Continued

    Discontinued

    ASSETS

     

     

     

     

     

    Cash and cash equivalents

    2,909

    2,897

    12

    3,831

    1,436

    Financial investments

    1,089

    1,088

    1

    301

    1,301

    Derivative instruments1

    157

    157

    -

    -

    -

    Trade receivables and reseller financing

    4,278

    4,233

    45

    4,517

    4,065

    Trade receivables - sale of subsidiaries

    -

    -

    -

    220

    -

    Inventories

    4,055

    4,039

    17

    3,990

    4,135

    Recoverable taxes

    2,336

    2,309

    27

    1,666

    2,130

    Energy trading futures contracts

    226

    226

    -

    -

    349

    Prepaid expenses

    211

    211

    -

    151

    202

    Contractual assets with customers – exclusive rights

    644

    644

    -

    777

    646

    Others

    382

    353

    29

    295

    309

    Assets held for sale

    -

    700

    -

    -

    -

    Total current assets

    16,288

    16,857

    130

    15,746

    14,574

    Financial Investments and other financial assets

    2,439

    2,420

    19

    3,298

    3,256

    Derivative instruments1

    635

    635

    -

    -

    -

    Trade receivables and reseller financing

    761

    761

    -

    691

    741

    Deferred income and social contribution taxes

    976

    896

    80

    1,268

    869

    Recoverable taxes

    3,614

    3,614

    0

    2,731

    2,763

    Energy trading futures contracts

    314

    314

    -

    -

    382

    Escrow deposits

    492

    471

    21

    1,055

    402

    Prepaid expenses

    57

    57

    -

    62

    43

    Contractual assets with customers - exclusive rights

    1,444

    1,444

    -

    1,432

    1,456

    Related parties

    60

    60

    -

    47

    52

    Other receivables

    393

    387

    6

    240

    224

    Investments in subsidiaries, joint ventures and associates

    430

    510

    (80)

    1,599

    2,025

    Right-of-use assets

    1,940

    1,940

    -

    1,612

    1,644

    Property, plant and equipment

    11,943

    11,583

    360

    6,585

    7,251

    Intangible assets

    3,823

    3,660

    163

    1,975

    2,074

    Total non-current assets

    29,321

    28,751

    569

    22,594

    23,180

    Total assets

    45,608

    45,608

    700

    38,340

    37,755

    Liabilities

     

     

     

     

     

    Trade payables

    2,876

    2,855

    20

    3,127

    2,367

    Trade payables - reverse factoring

    258

    258

    -

    1,531

    1,167

    Loans, financing and debentures

    3,095

    3,031

    64

    3,415

    2,582

    Derivative instruments1

    157

    157

    -

    -

    -

    Salaries and related charges

    442

    438

    3

    399

    371

    Taxes payable

    593

    573

    19

    429

    329

    Leases payable

    376

    376

    -

    332

    319

    Energy trading futures contracts

    176

    176

    -

    -

    285

    Financial liabilities of customers (vendor)

    93

    93

    -

    135

    102

    Provision for decarbonization credits

    56

    56

    -

    147

    96

    Dividends payable

    86

    86

    -

    52

    48

    Others

    708

    708

    -

    583

    633

    Liabilities held for sale

    -

    472

    -

    -

    -

    Total current liabilities

    8,914

    9,280

    107

    10,151

    8,299

    Loans, financing and debentures

    14,523

    14,158

    365

    10,288

    10,973

    Derivative instruments1

    295

    295

    -

    -

    -

    Energy trading futures contracts

    107

    107

    -

    -

    147

    Provision for tax, civil and labor risks

    625

    625

    -

    1,252

    602

    Post-employment benefits

    209

    209

    -

    250

    203

    Leases payable

    1,374

    1,374

    -

    1,094

    1,163

    Financial liabilities of customers (vendor)

    30

    30

    -

    109

    49

    Related parties

    4

    4

    -

    4

    4

    Others

    1,132

    1,132

    -

    339

    423

    Total non-current liabilities

    18,298

    17,933

    365

    13,336

    13,565

    Total liabilities

    27,212

    27,212

    472

    23,486

    21,864

    EQUITY

     

     

     

     

     

    Share capital

    6,622

    6,622

    -

    6,622

    6,622

    Reserves

    8,602

    8,602

    -

    6,999

    8,604

    Treasury shares

    (810)

    (810)

    -

    (450)

    (711)

    Others

    1,660

    1,660

    -

    1,114

    681

    Non-controlling interests in subsidiaries

    2,322

    2,322

    -

    570

    695

    Total equity

    18,396

    18,396

    -

    14,854

    15,890

    Total liabilities and Equity

    45,608

    45,608

    472

    38,340

    37,755

    Cash and cash equivalents

    6,437

     

     

    7,429

    5,994

    Gross debt

    (17,618)

     

     

    (13,703)

    (13,556)

    Leases payable

    295

     

     

    -

    -

    Derivative financial instruments1

    (1,749)

     

     

    (1,426)

    (1,482)

    Net Debt

    (12,635)

     

     

    (7,700)

    (9,044)


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


    86


    2Q25 Graphics


    R$ million

    ULTRAPAR – Income statement

    Quarter

    Year-to-date

    2Q25

    2Q25
    Cont.

    2Q25
    Descont.

    2Q24

    1225

    1S25

    1S24

    Net revenues from sales and services

    34,088

    34,055

    33

    32,344

    33,329

    67,417

    62,740

    Cost of products sold and services provided

    (31,933)

    (31,907)

    (26)

    (30,236)

    (31,188)

    (63,121)

    (58,571)

    Gross Profit

    2,155

    2,148

    7

    2,108

    2,142

    4,297

    4,169

    Operating revenues (expenses)

     

     

     

     

     

     

     

    Selling and marketing

    (649)

    (649)

    -

    (644)

    (602)

    (1,250)

    (1,213)

    General and administrative

    (541)

    (539)

    (1)

    (514)

    (518)

    (1,059)

    (954)

    Results from disposal of assets

    (28)

    15

    (44)

    37

    5

    (23)

    74

    Other operating income (expenses), net

    453

    450

    3

    (88)

    (87)

    367

    (226)

    Operating income

    1,391

    1,425

    (35)

    899

    941

    2,331

    1,850

    Financial Results

     

     

     

     

     

     

     

    Financial income

    648

    644

    3

    281

    177

    824

    441

    Financial expenses

    (678)

    (675)

    (3)

    (486)

    (357)

    (1,035)

    (929)

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

     

     

     

     

     

     

     

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

    41

    41

    -

    (8)

    (149)

    (108)

    (11)

    Amortization of fair value adjustments on associates acquisition

    (0)

    (0)

    -

    (2)

    (0)

    (1)

    (2)

    Gain (loss) on obtaining control of an affiliate

    91

    91

    -

    -

    -

    91

    -

    Income before taxes and social contribution taxes

    1,492

    1,526

    (34)

    684

    611

    2,103

    1,348

    Income and social contribution taxes

     

     

     

     

     

     

     

    Current

    (304)

    (307)

    3

    (307)

    (164)

    (469)

    (395)

    Deferred

    (37)

    (47)

    10

    114

    (83)

    (121)

    (7)

    Net income

    1,151

    1,172

    (21)

    491

    363

    1,514

    947

    Net income attributable to:

     

     

     

     

     

     

     

    Shareholders of Ultrapar

    1,088

    1,088

    -

    438

    333

    1,421

    869

    Non-controlling interests in subsidiaries

    62

    62

    -

    53

    30

    93

    77

    Adjusted EBITDA

    2,070

    2,097

    (27)

    1,336

    1,188

    3,258

    2,693

    Non-recurring¹

    (601)

    (645)

    44

    (54)

    (5)

    (607)

    (106)

    Recurring Adjusted EBITDA

    1,468

    1,452

    17

    1,282

    1,183

    2,651

    2,588

    Depreciation and amortization²

    501

    493

    8

    446

    406

    907

    856

    Total invesments³

    543

    535

    8

    479

    416

    959

    918

    MTM of energy futures contracts

    42

    42

    -

    -

    (9)

    33

    -

    Cash flow hedge

    4

    4

    -

    -

    -

    4

    -

    Ratios

     

     

     

     

     

     

     

    Earnings per share (R$)

    0.30

     

     

    0.40

    0.30

    0.61

    0.79

    Net debt / Adjusted LTM EBITDA4

    1.9x

     

     

    1.2x

    1.7x

    1.9x

    1.2x

    Gross margin (%)

    6.3%

     

     

    6.5%

    6.4%

    6.4%

    6.6%

    Operating margin (%)

    4.1%

     

     

    2.8%

    2.8%

    3.5%

    2.9%

    Adjusted EBITDA margin (%)

    6.1%

     

     

    4.1%

    3.6%

    n.a

    4.3%

    Recurring Adjusted EBITDA margin (%)

    4.3%

     

     

    4.0%

    3.5%

    n.a

    4.1%

    Number of employees

    10,957

     

     

    10,126

    9,209

    10,957

    10,126

     

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

    2 Includes amortization with contractual assets with customers – exclusive

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

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


    87


    2Q25 Graphics


    R$ million

    ULTRAPAR Cash flows

    Year

    Jan - Jun
    2025

    Jan - Jun
    2024

    Cash flows from operating activities

     

     

    Net income

    1,535

    947

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

     

     

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

    108

       13

    Amortization of contractual assets with customers - exclusive rights

    219

    255

    Amortization of right-of-use assets

    172

    150

    Depreciation and amortization

    526

    454

    Interest and foreign exchange rate variations

    224

    692

    Current and deferred income and social contribution taxes

    602

    402

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

    (31)

    (109)

    Equity instrument granted

    7

       28

    Fair Value Result of Energy Contracts

       34

    -  

    Provision for decarbonization - CBios

    220

    321

    Reavaliation of investment in associates

    (91)

    -  

    Other provisions and adjustments

       (10)

       70

    Cash flow from operating acrivities before changes in working capital

    3,514

    3,221

    (Increase) decrease in assets

     

     

    Trade receivables and reseller financing

    (61)

    (243)

    Inventories

       43

    297

    Recoverable taxes

    (187)

    (203)

    Dividends received from subsidiaries, associates and joint ventures

    2

    2

    Other assets

    (43)

    (132)

    Increase (decrease) in liabilities

     

     

    Trade payables and trade payables - reverse factoring

      (1,518)

      (1,057)

    Salaries and related charges

    (89)

    (96)

    Taxes payable

    (2)

    (38)

    Income and social contribution taxes payable

    (460)

    (512)  

    Other liabilities

    168

    (107)

    Acquisition of CBios and carbon credits

    (245)

    (451)

    Payments of contractual assets with customers - exclusive rights

    (151)

    (196)

    Payment of contingencies

    (10)

    (31)

    Income and social contribution taxes paid

    (41)

    (136)

    Net cash provided (consumed) by operating activities

    921

    725

    Net cash generated (consumed) by discontinued operating activities

    21

    -  

    Net cash generated (consumed) by operating activities

    942

    725

    Cash flows from investing activities

     

     

    Financial investments, net of redemptions

    1,298

      (2,086)

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

    (861)

    (683)

    Capital decrease in subsidiaries, associates and joint ventures

    74

    977

    Cash acquired in business combination

    (448)

    (1,103)

    Net cash consumed in the purchase of investments and other assets

    1,156

      -

    Net cash provided (consumed) by investing continued activities

    1,218

      (2,896)

    Net cash provided (consumed) by investing discontinued activities

    (8)

    -  

    Net cash provided (consumed) by investing activities

    1,211

      (2,896)

    Cash flows from financing activities

     

     

    Loans, financing and debentures

     

     

    Proceeds

    4,686

    2,856

    Repayments

    (3,981)

      (1,387)

    Interest and derivatives (paid) or received

    (977)

    (630)

    Payments of leases

     

     

    Principal

    (133)

    (139)

    Interest paid

    (69)

    (81)

    Dividends paid

    (498)

    (461)

    Proceeds from financial liabilities of customers

    (0)

    -  

    Payments of financial liabilities of customers

    (69)

    (82)

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

       19

       14

    Share buyback for treasury

    (244)

    -  

    Related parties

    (5)

    (13)

    Net cash provided (consumed) by financing continued activities

      (1,272)

       76

    Net cash provided (consumed) by financing discontinued activities

    (13)

    -  

    Net cash provided (consumed) by financing activities

    (1,285)

       76

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

    (41)

    -  

    Increase (decrease) in cash and cash equivalents continued activities

    826

      (2,095)

    Increase (decrease) in cash and cash equivalents discontinued activities

    0

    -  

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

    2,072

    5,926

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

    11

    -  

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

    2,897

    3,831

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

    12

    -  

    Non-cash transactions

     

     

    Addition on right-to-use assets and leases payable

    156

       98

    Addition on contractual assets with customers - exclusive rights

       24

       28

    Reclassification between financial assets and investment in associates

    7  

    645

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

    -  

    4

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

    -  

    9



     

    88


    2Q25 Graphics


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


    R$ million

    IPIRANGA Employed capital

    Jun 25

    Jun 24

    Mar 25

    Operating assets

     

     

     

    Trade receivables and reseller financing

    4,041

    4,541

    4,087

    Inventories

    3,635

    3,784

    3,926

    Taxes

    5,080

    3,806

    4,192

    Recoverable income and social contribution taxes

       349

       363

       369

    Judicial deposits

       331

       325

       329

    Deferred income and social contribution taxes

       566

       820

       593

    Others

    554

       564

       537

    Contractual assets with customers - exclusive rights

    2,088

    2,208

    2,102

    Right-of-use assets (leases)

       835

       845

       884

    Investments

       133

    63

       141

    Property, plant and equipment

    3,298

    3,205

    3,302

    Intangible

    1,153

    1,147

    1,191

    Total operating assets

    22,063

    21,670

    21,653

    Operating liabilities

     

     

     

    Trade payables and reverse factoring

    2,628

    4,314

    3,198

    Salaries and related charges

       192

       205

       195

    Post-employment benefits

       226

       267

       221

    Taxes

       122

       101

       126

    Income and social contribution taxes payable

       178

       193

    93

    Deferred income and social contribution taxes

       4

    0

    2

    Provisions for tax, civil, and labor risks

       469

       467

       416

    Leases payable

       698

       679

       730

    Financial liabilities of customers (vendor)

       122

       244

       151

    Provision for decarbonization credit

    56

       147

    96

    Others

    699

       592

    605

    Total operating liabilities

    5,395

    7,210

    5,833

     

    89


    2Q25 Graphics


    R$ million

    IPIRANGA Income statement

    Quarter

    Year-to-date

    2Q25

    2Q24

    1Q25

    1H25

    1H24

    Net revenues

    30,296

    29,431

    30,234

    60,530

    57,124

    Cost of products sold and service provided

    (29,048)

    (28,019)

    (28,806)

    (57,854)

    (54,332)

    Gross profit

    1,248

    1,412

    1,429

    2,677

    2,792

    Operating expenses

     

     

     

     

     

    Selling and marketing

    (485)

    (505)

    (452)

    (936)

    (939)

    General and administrative

    (288)

    (325)

    (310)

    (598)

    (599)

    Results from disposal of assets

    34

    36

    5

    39

    73

    Other operating income (expenses), net

    396

    (109)

    (105)

    291

    (275)

    Operating income

    904

    509

    568

    1,472

    1,053

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

    (4)

    (1)

    (2)

    (6)

    (3)

    Adjusted EBITDA

    1,199

    817

    832

    2,031

    1,636

    Non-recurring¹

    (521)

    (36)

    (5)

    (527)

    (73)

    Recurring Adjusted EBITDA

    678

    781

    826

    1,504

    1,563

    Depreciation and amortization²

    299

    309

    266

    565

    587

    RATIOS

     

     

     

     

     

       Gross margin (R$/m³)

    218

    241

    256

    237

    244

       Operating margin(R$/m³)

    158

    87

    102

    130

    92

       Adjusted EBITDA margin (R$/m³)

    209

    140

    149

    180

    143

       Recurring Adjusted EBITDA margin (R$/m³)

    118

    133

    148

    133

    137

    Number of service stations

    5,826

    5,876

    5,847

     

     

    Number of employees

    4,072

    5,192

    4,130

     

     


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

    ² Includes amortization with contractual assets with customers – exclusive rights


    90


    2Q25 Graphics


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


    R$ million

    ULTRAGAZ Employed capital

    Jun 25

    Jun 24

    Mar 25

    Operating Assets

     

     

     

    Trade receivables

    716

    628

    678

    Inventories

    234

    194

    195

    Taxes

    224

    137

    220

    Recoverable income and social contribution taxes

       26

       19

       32

    Judicial deposits

       47

    719

       48

    Deferred income and social contribution taxes

       89

    204

       80

    Others

    154

    103

    157

    Right-of-use assets (leases)

    184

    149

    147

    Investments

    6

    1

    5

    Property, plant and equipment, net

    1,572

    1,479

    1,575

    Intangible assets, net

    325

    274

    327

    Total Operating Assets

    3,576

    3,908

    3,464

    Operating Liabilities

     

     

     

    Trade payables

    250

    238

    245

    Salaries and related charges

    124

    122

    111

    Taxes

       24

    8

       24

    Income and social contribution taxes payable

       97

       86

       35

    Deferred income and social contribution taxes

    100

    -

    117

    Provisions for tax, civil, and labor risks

       16

    625

       16

    Leases payable

    221

    187

    184

    Others

    144

    186

    199

    Total Operating Liabilities

    976

    1,453

    932



     

    91


    2Q25 Graphics


    R$ million

    ULTRAGAZ - Income statement

    Quarter

    Year-to-date

    2Q25

    2Q24

    1Q25

    1H25

    1H24

    Net revenues

    3,127

    2,694

    2,863

       5,990

       5,194

       Cost of products sold and service provided

    (2,548)

    (2,168)

    (2,328)

    (4,876)

    (4,153)

    Gross profit

    579

    526

    536

       1,114

       1,041

    Operating expenses

     

     

     

     

     

    Selling and marketing

       (162)

       (138)

       (149)

    (312)

    (269)

    General and administrative

       (101)

    (90)

    (99)

    (199)

    (170)

    Results from disposal of assets

    (17)

    1

    (0)

       (17)

    1

    Other operating income (expenses), net

    1

       20

       16

    17

    25

    Operating income

    301

    320

    303

    604

    628

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

    1

    0

    0

    1

    0

    MTM of energy futures contracts

       42

    -  

    (9)

    33

    -  

    Adjusted EBITDA1

    442

    414

    393

    835

      815

    Non-recurring2

    -  

    (17)

    -  

    -  

       (17)

    Recurring Adjusted EBITDA1

    442

    397

    393

    835

    797

       Depreciation and amortization3

       99

       94

       98

      197

      187

    RATIOS

     

     

     

     

     

       Gross margin (R$/m³)

    1,339

    1,206

    1,318

      1,329

      1,242

       Operating margin(R$/m³)

    696

    732

    746

    720

    748

       Adjusted EBITDA margin (R$/m³)

    1,023

    948

    967

    996

    972

       Recurring Adjusted EBITDA margin (R$/m³)

    1,023

    909

    967

    996

    951

    Number of employees

    3,690

    3,602

    3,736

     

     


    ¹ Includes contribution from the results of new energies

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

    ³ Includes amortization with contractual assets with customers - exclusive rights


    92


    2Q25 Graphics


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


    R$ million

    ULTRACARGO - Employed capital

    Jun 25

    Jun 24

    Mar 25

    Operating Assets

     

     

     

    Trade receivables

      59

      44

      44

    Inventories

      13

      12

      14

    Taxes

    2

    6

    2

    Recoverable income and social contribution taxes

      29

      40

      49

    Judicial deposits

    9

    9

    9

    Deferred income and social contribution taxes

      37

      46

      36

    Others

      33

      50

      38

    Right-of-use assets (leases)

    598

    611

    606

    Investments

    239

    216

    217

    Property, plant and equipment, net

    2,375

    1,836

    2,296

    Intangible assets, net

    287

    284

    283

    Total Operating Assets

    3,680

    3,154

    3,592

    Operating Liabilities

     

     

     

    Trade payables

      69

      87

      71

    Salaries and related charges

      36

      37

      34

    Taxes

      14

      18

      15

    Income and social contribution taxes payable

      18

      21

      33

    Deferred income and social contribution taxes

      (0)

    -

    (0)

    Provisions for tax, civil, and labor risks

    28

      30

      28

    Leases payable

    548

    552

    560

    Others

      23

      50

      23

    Total Operating Liabilities

    736

    794

    765

     

    93


    2Q25 Graphics


    R$ million

    ULTRACARGO - Income statement

    Quarter

    Year-to-date

    2Q25

    2Q24

    1Q25

    1H25

    1H24

    Net revenues

    247

    264

    271

    517

    527

       Cost of service provided

    (104)

    (96)

    (103)

    (208)

    (188)

    Gross profit

    142

    168

    167

    310

    339

    Operating expenses

     

     

     

     

     

    Selling and marketing

    (2)

    (2)

    (2)

    (5)

    (6)

    General and administrative

    (43)

    (42)

    (40)

    (82)

    (85)

    Results from disposal of assets

    (0)

    0

    0

    0

    0

    Other operating income (expenses), net

    5

    3

    2

    7

    5

    Operating income

    102

    127

    128

    230

    254

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

     

     

     

     

     

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

    1

    1

    1

    2

    2

    Amortization of fair value adjustments on associates acquisition

    (0)

    (2)

    (0)

    (1)

    (2)

    Adjusted EBITDA

    141

    165

    166

    307

    330

    Depreciation and amortization¹

    38

    39

    38

    76

    76

    RATIOS

     

     

     

     

     

       Gross margin (%)

    57.7%

    63.7%

    61.8%

    59.9%

    64.4%

       Operating margin(%)

    41.4%

    48.2%

    47.2%

    44.4%

    48.2%

       Adjusted EBITDA margin (%)

    57.1%

    62.6%

    61.4%

    59.3%

    62.7%

    Number of employees

    849

    836

    846

     

     

     

    ¹ Includes amortization of fair value adjustments on associates acquisition

     

    94


    2Q25 Graphics


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

     

    R$ million

    HIDROVIAS Employed Capital

    Jun 25

    Operating Assets

     

    Trade receivables

    228

    Inventories

    173

    Taxes

    17

    Recoverable income and social contribution taxes

    206

    Judicial deposits

    91

    Deferred income and social contribution taxes

    132

    Others

    250

    Right-of-use assets (leases)

    317

    Investments

    50

    Property, plant and equipment, net

    4,571

    Intangible assets, net

    1,786

    Total Operating Assets

    7,822

    Operating Liabilities

     

    Trade payables

    135

    Salaries and related charges

    58

    Taxes

    78

    Income and social contribution taxes payable

    59

    Deferred income and social contribution taxes

    620

    Provisions for tax, civil, and labor risks

    35

    Leases payable

    275

    Others1

    132

    Total Operating Liabilities

    1,394

     


    95

     

    2Q25 Graphics


    R$ million

    HIDROVIAS - Income statement

    Quarter

    2Q25

    Net Revenue

    684

    Net operating revenue

    690

    Hedge accounting

    (6)

    Operating costs

    (300)

    Depreciation and amortization (costs)

    (85)

    Gross profit

    300

    Operating expenses

     

    Selling and marketing

      (55)

    General and administrative

    (8)

    Estimate of expected losses

    -  

    Results from disposal of assets

      (48)

    Other operating income (expenses), net

    4

    Operating income

    192

    Share of profit (loss)

    13

    Adjusted EBITDA

    304

    Non-recurring¹

      (44)

    Recurring Adjusted EBITDA

    348

       Depreciation and amortization

    93

    RATIOS

     

       Gross margin (%)

    43.8%

       Operating margin(%)

    28.1%

       Adjusted EBITDA margin (%)

    44.4%

    Number of employees

    1,839

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


    96


     


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

     

    ULTRAPAR PARTICIPAÇÕES S.A.

     

    Publicly Traded Company

     

    CNPJ nº 33.256.439/0001-39

    NIRE 35.300.109.724

     

    MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

     

    Date, Hour and Place:

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

     

    Members in attendance:

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

     

    Matter discussed and resolution:

      

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

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

     

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

     

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

     

    Notes:

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

     

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


    97

     

    MARCOS MARINHO LUTZ – Chairman

      

    JORGE MARQUES DE TOLEDO CAMARGO – Vice-Chariman

      

    FRANCISCO DE SÁ NETO

      

    FABIO VENTURELLI

      

    FLÁVIA BUARQUE DE ALMEIDA

      

    JOSÉ MAURICIO PEREIRA COELHO

      

    MARCELO FARIA DE LIMA

      

    PETER PAUL LORENÇO ESTERMANN

      

    VÂNIA MARIA LIMA NEVES

      

    DENIZE SAMPAIO BICUDO – Secretary of the Meeting


    98


    Graphics


    ULTRAPAR PARTICIPAÇÕES S.A.

    NOTICE TO SHAREHOLDERS


    Distribution of dividends

     

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

     

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

     

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

     

    Alexandre Mendes Palhares

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


    99


    SIGNATURES


    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


    Date: August 13, 2025                                          


    ULTRAPAR HOLDINGS INC.

    By: /s/ Alexandre Mendes Palhares

    Name: Alexandre Mendes Palhares

    Title: Chief Financial and Investor Relations Officer


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