UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
Form 6-K |
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 Or 15d-16 Of
The Securities Exchange Act Of 1934
For the month of March 2026
Commission File Number: 001-14950
ULTRAPAR HOLDINGS INC.
(Translation of Registrant’s Name into English)
Brigadeiro Luis Antonio Avenue, 1343, 9th Floor
São Paulo, SP, Brazil 01317-910
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ____X____ Form 40-F ________
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ________ No ____X____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ________ No ____X____
ULTRAPAR HOLDINGS INC.
TABLE OF CONTENTS
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Ultrapar Participações S.A. and Subsidiaries |
|
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Ultrapar Participações S.A.
Individual and Consolidated Financial Statements
for the Year Ended December 31, 2025 and Independent Auditor’s Report
Deloitte Touche Tohmatsu Auditores Independentes Ltda.
![]() |
Deloitte Touche Tohmatsu Av. Dr. Chucri Zaidan, 1.240 - 4o ao 12o andares - Golden Tower 04711-130 - São Paulo - SP Brazil
Tel.: + 55 (11) 5186-1000 Fax: + 55 (11) 5181-2911 www.deloitte.com.br |
(Convenience Translation into English from the Original Previously Issued in Portuguese)
INDEPENDENT AUDITOR’S REPORT ON THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS
To the Shareholders, Directors and Management of
Ultrapar Participações S.A.
Opinion
We have audited the accompanying individual and consolidated financial statements of Ultrapar Participações S.A. (“Company”), identified as Parent and Consolidated, respectively, which comprise the individual and consolidated statements of financial position as at December 31, 2025, and the related individual and consolidated statements of income, of comprehensive income, of changes in equity and of cash flows for the year then ended, and notes to the financial statements, including material accounting policies.
In our opinion, the individual and consolidated financial statements referred to above present fairly, in all material respects, the individual and consolidated financial position of Ultrapar Participações S.A. as at December 31, 2025, and its individual and consolidated financial performance and its individual and consolidated cash flows for the year then ended in accordance with accounting practices adopted in Brazil and International Financial Reporting Standards (“IFRS Accounting Standards”) issued by the International Accounting Standards Board (“IASB”).
Basis for opinion
We conducted our audit in accordance with Brazilian and International Auditing Standards. Our responsibilities under those standards are further described in the “Auditor’s responsibilities for the audit of the individual and consolidated financial statements” section of our report. We are independent of the Company in accordance with the relevant ethical requirements set out in the Code of Ethics for Professional Accountants and the professional standards issued by the Brazilian Federal Accounting Council, applicable to audits of financial statements of public interest entities in Brazil. We also comply with other ethical responsibilities in accordance with these standards. We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters (“KAM”) are those matters that, in our professional judgment, were of most significance in our audit of the current year. These matters were addressed in the context of our audit of the individual and consolidated financial statements as a whole, and in forming our opinion thereon, and, therefore, we do not provide a separate opinion on these matters.
Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited (DTTL), its global network of member firms, and their related entities (collectively, the “Deloitte organization”). DTTL
(also referred to as “Deloitte Global”) and each of its member firms and related entities are legally separate and independent entities, which cannot obligate or bind each other in respect
of third parties. DTTL and each DTTL member firm and related entity is liable only for its own acts and omissions, and not those of each other. DTTL does not provide services to clients.
Please see www.deloitte.com/about to learn more.
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© 2026. For information, contact Deloitte Global.

Business Combination - Hidrovias
Why is it a KAM?
As disclosed in note 28 to the individual and consolidated financial statements, in May 2025, the Company acquired control of Hidrovias do Brasil S.A., now holding 50.15% of its capital. This transaction requires, in accordance with the applicable accounting standards, the recognition by the Company of the business combination, including the measurement, at fair value, of the assets acquired and liabilities assumed, as well as the determination and recognition of goodwill. The determination of these values involves valuation techniques and subjective estimates – such as cash flow projections, discount rates, useful lives and operational assumptions – that require significant judgments by the Management.
This topic was considered a key audit matter due to: (i) the materiality of the balances involved; (ii) the complexity of the required estimates; (iii) the relevant judgment by the Management in concluding that it was a business combination in phases, considering that the Parent Company already had significant influence over Hidrovias before the acquisition of control; and (iv) the high degree of subjectivity inherent to the assumptions used in the measurement of fair value and in the determination of goodwill.
How the Key Audit Matter Was Addressed in the Audit
Our audit procedures included, among others: (i) evaluation of design and implementation of internal controls over the method, assumptions and data used in the business combination; (ii) evaluation of the accounting policy applied to the business combination and the identification of the assets and liabilities recorded at fair value; (iii) understanding and reading of the documents and contracts of the acquisition transactions; (iv) involvement of our valuation specialists in the evaluation of the methodologies used, (v) evaluation of the relevant data and assumptions used by the Management; (vi) recalculation of the revaluation of the investment in the Parent Company; (vii) involvement of our accounting standards experts for the evaluation of the business combination in phases; and (v) review and evaluation of the disclosures included in the individual and consolidated financial statements;
Based on the evidence obtained through our procedures described above, we consider that the accounting treatment adopted by the Management for the business combination of the subsidiary Hidrovias and the respective disclosures presented in the notes are acceptable in the context of the individual and consolidated financial statements taken as a whole.
Recoverability of tax credits (PIS and COFINS)
Why is it a KAM?
As disclosed in the Note nº 7.a.2, as of December 31, 2025, the Company carries tax credits related to PIS and COFINS (Federal Value Added Taxes) at R$ 3,863,682 may be utilized for offset against other federal taxes or may be refunded by the Federal Revenue Service through requests if they are filed within the applicable regulatory period.
The recognition and measurement of PIS and COFINS credits for the Company’s subsidiary Ipiranga Produtos de Petróleo S.A. require a high degree of judgment by Management, given the complexity underlying the interpretations of the applicable tax laws, as well as the uncertainties involving the expected realization of amounts and considerable efforts made by Management in preparing the calculations used to measure and to recognize those tax credits.
Such matter was considered a key audit matter due to (i) the significance of the amounts involved, and (ii) the complexity and high degree of judgment involved in assessing and challenging Management’s assumptions and judgments regarding the realizability of tax credits.
© 2026. For information, contact Deloitte Global.

How the Key Audit Matter Was Addressed in the Audit
Our audit procedures included, among others: (i) evaluation of design and implementation of internal controls over the method, assumptions and data used in the projections to support the realization of the tax credits; (ii) the analysis, challenges and tests on the methodology and assumptions used for the projections that support the realization of the credits, including inquiries to the business, treasury and controllership areas about the assumptions and projections that support the projected results and historical performance, retrospective analysis of results, history of offsets and tax refunds, including the evaluation of contradictory evidence; (iii) inquiries to the Management; and (vi) the analysis and evaluation of the disclosures made in the individual and consolidated financial statements.
Based on the evidence obtained from performing our procedures described previously, we consider that the accounting treatment applied to the aforesaid transaction and related disclosures made in the notes are acceptable in the context of the individual and consolidated financial statements taken as a whole.
Other matters
Statements of value added
The individual and consolidated statements of value added for the year ended December 31, 2025 prepared under the responsibility of the Company’s Management and disclosed as supplemental information for purposes of the IFRS Accounting Standards, were subject to audit procedures performed together with the audit of the Company’s financial statements. In forming our opinion, we assess whether these statements of value added are reconciled with the financial statements and accounting records, as applicable, and whether their form and content are in accordance with the criteria set out in technical pronouncement CPC 09 - Statement of Value Added. In our opinion, these statements of value added were appropriately prepared, in all material respects, in accordance with the criteria set out in such technical pronouncement and are consistent in relation to the individual and consolidated financial statements taken as a whole.
Other information accompanying the individual and consolidated financial statements and the independent auditor’s report
The Company's Management is responsible for this other information that comprises the Management Report.
Our opinion on the individual and consolidated financial statements does not cover the Management Report and we do not express any form of audit conclusion thereon.
In connection with our audit of the individual and consolidated financial statements, our responsibility is to read the Management Report and, in doing so, consider whether this report is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement in the Management Report, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and those charged with governance for the individual and consolidated financial statements
Management is responsible for the preparation and fair presentation of the individual and consolidated financial statements in accordance with accounting practices adopted in Brazil and IFRS Accounting Standards, issued by IASB, and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the individual and consolidated financial statements, Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s and its subsidiaries’ financial reporting process.
© 2026. For information, contact Deloitte Global.
| 8 |

Auditor’s responsibilities for the audit of the individual and consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the individual and consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Brazilian and International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with Brazilian and International Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
© 2026. For information, contact Deloitte Global.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any eventual significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance a statement that we have complied with the relevant ethical requirements, including the applicable independence requirements, and we have communicated all possible relationships or matter that may considerably affect our independence, including, when applicable, the respective safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The accompanying individual and consolidated financial statements have been translated into English for the convenience of readers outside Brazil.
São Paulo, March 4, 2026
| DELOITTE TOUCHE TOHMATSU | Daniel Corrêa de Sá |
| Auditores Independentes Ltda. | Engagement Partner |
© 2026. For information, contact Deloitte Global.
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Ultrapar Participações S.A. and Subsidiaries |
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Statements of financial position as of December 31, 2025 and 2024
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| (In thousands of Brazilian Reais) |
|
|
|
Parent |
|
Consolidated |
|||||
|
|
Note |
12/31/2025 |
12/31/2024 |
|
12/31/2025 |
12/31/2024 |
|||
|
Assets |
|
|
|
|
|
|
|||
|
Current assets |
|
|
|
|
|
|
|||
|
Cash and cash equivalents |
4.a |
42,145 |
4,186 |
|
3,175,125 |
2,071,593 |
|||
|
Financial investments |
4.b |
6,515 |
20,100 |
|
3,851,758 |
2,306,927 |
|||
|
Derivative financial instruments |
26.f |
‐ |
‐ |
|
127,254 |
246,084 |
|||
|
Trade receivables |
5.a |
‐ |
‐ |
|
3,703,954 |
3,540,266 |
|||
|
Reseller financing |
5.a |
‐ |
‐ |
|
573,093 |
511,979 |
|||
|
Inventories |
6 |
‐ |
‐ |
|
4,244,164 |
3,917,076 |
|||
|
Recoverable taxes |
7.a |
1,589 |
1,323 |
|
1,685,426 |
2,040,008 |
|||
|
Recoverable income and social contribution taxes |
7.b |
25,490 |
16,734 |
|
317,963 |
151,930 |
|||
|
Energy trading futures contracts |
26.h |
‐ |
‐ |
|
371,241 |
141,257 |
|||
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Dividends receivable |
|
- |
‐ |
|
923 |
3,415 |
|||
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Other receivables and other assets |
|
107,552 |
95,859 |
|
294,068 |
294,769 |
|||
|
Prepaid expenses |
|
7,519 |
5,506 |
|
165,392 |
163,846 |
|||
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Contractual assets with customers - exclusivity rights |
10 |
‐ |
‐ |
|
666,109 |
658,571 |
|||
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Total current assets |
|
190,810 |
143,708 |
|
19,176,470 |
16,047,721 |
|||
|
|
|
|
|
|
|
|
|||
|
Non-current assets |
|
|
|
|
|
|
|||
|
Financial investments |
4.b |
1,411,213 |
300,001 |
|
2,381,597 |
2,819,179 |
|||
|
Derivative financial instruments |
26.f |
‐ |
‐ |
|
773,063 |
585,294 |
|||
|
Trade receivables |
5.a |
‐ |
‐ |
|
33,282 |
27,003 |
|||
|
Reseller financing |
5.a |
‐ |
‐ |
|
800,927 |
766,045 |
|||
|
Related parties |
8 |
7,524 |
7,076 |
|
105,196 |
48,309 |
|||
|
Deferred income and social contribution taxes |
9.a |
164,441 |
142,630 |
|
1,007,291 |
936,941 |
|||
|
Recoverable taxes |
7.a |
74 |
74 |
|
3,717,815 |
2,650,269 |
|||
|
Recoverable income and social contribution taxes |
7.b |
10,914 |
7,196 |
|
346,093 |
346,137 |
|||
|
Energy trading futures contracts |
26.h |
‐ |
‐ |
|
724,121 |
263,438 |
|||
|
Escrow deposits |
18.a |
14,375 |
12,615 |
|
471,609 |
446,076 |
|||
|
Indemnification asset - business combination |
18.c |
‐ |
‐ |
|
92,524 |
126,098 |
|||
|
Other receivables and other assets |
|
1,743 |
2,607 |
|
185,726 |
117,076 |
|||
|
Prepaid expenses |
|
21,459 |
18,989 |
|
80,643 |
40,904 |
|||
|
Contractual assets with customers - exclusivity rights |
10 |
‐ |
‐ |
|
1,518,987 |
1,473,331 |
|||
|
Investments in subsidiaries, joint ventures and associates |
11 |
13,987,459 |
14,898,466 |
|
521,381 |
2,148,633 |
|||
|
Right-of-use assets, net |
12 |
5,619 |
7,664 |
|
1,928,694 |
1,671,324 |
|||
|
Property, plant and equipment, net |
13 |
63,323 |
68,447 |
|
12,167,097 |
7,135,966 |
|||
|
Intangible assets, net |
14 |
276,157 |
273,674 |
|
3,316,478 |
1,908,330 |
|||
|
Total non-current assets |
|
15,964,301 |
15,739,439 |
|
30,172,524 |
23,510,353 |
|||
|
Total assets |
|
16,155,111 |
15,883,147 |
|
49,348,994 |
39,558,074 |
|||
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Statements of financial position as of December 31, 2025 and 2024 |
|
| (In thousands of Brazilian Reais) |
|
|
|
Parent |
|
Consolidated |
|||||
|
|
Note |
12/31/2025 |
12/31/2024 |
|
12/31/2025 |
12/31/2024 |
|||
|
Liabilities |
|
|
|
|
|
|
|||
|
Current liabilities |
|
|
|
|
|
|
|||
|
Trade payables |
16 |
27,779 |
25,423 |
|
4,643,344 |
3,518,385 |
|||
|
Trade payables – reverse factoring |
|
‐ |
‐ |
|
3,785 |
1,014,504 |
|||
|
Loans, financing and debentures |
15 |
‐ |
‐ |
|
4,251,131 |
3,478,673 |
|||
|
Derivative financial instruments |
26.f |
‐ |
‐ |
|
246,064 |
74,087 |
|||
|
Salaries and related charges |
|
47,379 |
44,191 |
|
576,674 |
480,285 |
|||
|
Taxes payable |
|
379 |
903 |
|
236,928 |
151,230 |
|||
|
Energy trading futures contracts |
26.h |
‐ |
‐ |
|
303,455 |
66,729 |
|||
|
Dividends payable |
20.h |
21,738 |
293,165 |
|
23,073 |
327,471 |
|||
|
Income and social contribution taxes payable |
|
6,508 |
175 |
|
358,685 |
322,074 |
|||
|
Post-employment benefits |
17.b |
‐ |
‐ |
|
19,067 |
24,098 |
|||
|
Provisions for tax, civil and labor risks |
18.a |
220 |
431 |
|
49,175 |
47,788 |
|||
|
Leases payable |
12.b |
2,921 |
3,012 |
|
343,725 |
316,460 |
|||
|
Financial liabilities of customers |
|
‐ |
‐ |
|
63,445 |
117,090 |
|||
|
Other payables |
|
1,044 |
2,069 |
|
728,793 |
554,327 |
|||
|
Total current liabilities |
|
107,968 |
369,369 |
|
11,847,344 |
10,493,201 |
|||
|
|
|
|
|
|
|
|
|||
|
Non-current liabilities |
|
|
|
|
|
|
|||
|
Loans, financing and debentures |
15 |
‐ |
‐ |
|
15,842,130 |
10,381,837 |
|||
|
Derivative financial instruments |
26.f |
‐ |
‐ |
|
334,851 |
367,513 |
|||
|
Energy trading futures contracts |
26.h |
‐ |
‐ |
|
431,418 |
48,047 |
|||
|
Related parties |
8 |
2,875 |
2,875 |
|
2,875 |
3,516 |
|||
|
Deferred income and social contribution taxes |
9.a |
‐ |
‐ |
|
637,897 |
132,825 |
|||
|
Post-employment benefits |
17.b |
1,776 |
1,517 |
|
196,549 |
198,778 |
|||
|
Provisions for tax, civil and labor risks |
18.a |
131,923 |
197,396 |
|
485,439 |
610,572 |
|||
|
Leases payable |
12.b |
3,706 |
5,698 |
|
1,395,908 |
1,168,692 |
|||
|
Financial liabilities of customers |
|
‐ |
‐ |
|
10,881 |
63,135 |
|||
|
Subscription warrants – indemnification |
19 |
53,911 |
47,745 |
|
53,911 |
47,745 |
|||
|
Provision for loss on investment |
11 |
130,897 |
68,530 |
|
76,059 |
349 |
|||
|
Other payables |
|
55,783 |
31,299 |
|
303,115 |
218,420 |
|||
|
Total non-current liabilities |
|
380,871 |
355,060 |
|
19,771,033 |
13,241,429 |
|||
|
|
|
|
|
|
|
|
|||
|
Equity |
|
|
|
|
|
|
|||
|
Share capital |
20.a |
7,987,100 |
6,621,752 |
|
7,987,100 |
6,621,752 |
|||
|
Equity instrument granted |
20.b |
144,694 |
108,253 |
|
144,694 |
108,253 |
|||
|
Capital reserve |
20.d |
617,009 |
612,048 |
|
617,009 |
612,048 |
|||
|
Treasury shares |
20.c |
(822,526) |
(596,400) |
|
(822,526) |
(596,400) |
|||
|
Revaluation reserve |
20.e |
3,476 |
3,632 |
|
3,476 |
3,632 |
|||
|
Profit reserves |
20.f |
7,662,403 |
8,195,221 |
|
7,662,403 |
8,195,221 |
|||
|
Accumulated other comprehensive income |
|
223,355 |
214,212 |
|
223,355 |
214,212 |
|||
|
Acquisition of shares from shareholders |
28.b |
(149,239) |
‐ |
|
(149,239) |
‐ |
|||
|
Equity attributable to: |
|
|
|
|
|
|
|||
|
Ultrapar shareholders’ equity |
|
15,666,272 |
15,158,718 |
|
15,666,272 |
15,158,718 |
|||
|
Non-controlling interests |
11 |
‐ |
‐ |
|
2,064,345 |
664,726 |
|||
|
Total equity |
|
15,666,272 |
15,158,718 |
|
17,730,617 |
15,823,444 |
|||
|
Total liabilities and equity |
|
16,155,111 |
15,883,147 |
|
49,348,994 |
39,558,074 |
|||
The accompanying notes are an integral part of the financial statements.
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
| For the years ended December 31, 2025 and 2024 | |
| (In thousands of Brazilian Reais, except earnings per thousand shares) |
|
|
|
Parent |
|
Consolidated |
|||||
|
|
Note |
01/01/2025 to 12/31/2025 |
01/01/2024 to 12/31/2024 |
|
01/01/2025 to 12/31/2025 |
01/01/2024 to 12/31/2024 |
|||
|
Continuing operations |
|
|
|
|
|
|
|||
|
Net revenue from sales and services |
21 |
‐ |
‐ |
|
142,369,540 |
133,498,913 |
|||
|
Cost of products and services sold |
22 |
‐ |
‐ |
|
(133,010,699) |
(123,811,893) |
|||
|
|
|
|
|
|
|
|
|||
|
Gross profit |
|
‐ |
‐ |
|
9,358,841 |
9,687,020 |
|||
|
|
|
|
|
|
|
|
|||
|
Operating income (expenses) |
|
|
|
|
|
|
|||
|
Selling and marketing |
22 |
‐ |
‐ |
|
(2,517,894) |
(2,499,547) |
|||
|
General and administrative |
22 |
(53,165) |
(48,834) |
|
(2,249,413) |
(1,872,092) |
|||
|
Results from disposal of assets |
|
90 |
59 |
|
99,570 |
171,837 |
|||
|
Other operating income (expenses), net |
22 |
55,637 |
18,343 |
|
354,664 |
(414,092) |
|||
|
|
|
|
|
|
|
|
|||
|
Operating result before share of profit (loss) of subsidiaries, joint ventures and associates, financial result and income and social contribution taxes |
|
2,562 |
(30,432) |
|
5,045,768 |
5,073,126 |
|||
|
Share of profit (loss) of subsidiaries, joint ventures and associates |
11 |
2,549,952 |
2,380,009 |
|
(155,999) |
(127,182) |
|||
|
Amortization of fair value adjustments on associates acquisition |
11 |
‐ |
‐ |
|
(1,611) |
(2,493) |
|||
|
Gain on acquisition of control of associate |
28.b |
‐ |
‐ |
|
91,105 |
‐ |
|||
|
Total share of profit (loss) of subsidiaries, joint ventures and associates |
|
2,549,952 |
2,380,009 |
|
(66,505) |
(129,675) |
|||
|
|
|
|
|
|
|
|
|||
|
Income before financial result and income and social contribution taxes |
|
2,552,514 |
2,349,577 |
|
4,979,263 |
4,943,451 |
|||
|
|
|
|
|
|
|
|
|||
|
Financial income |
23 |
45,798 |
68,869 |
|
1,580,842 |
881,074 |
|||
|
Financial expenses |
23 |
(19,835) |
(20,959) |
|
(2,748,196) |
(1,813,008) |
|||
|
Financial result, net |
23 |
25,963 |
47,910 |
|
(1,167,354) |
(931,934) |
|||
|
Income before income and social contribution taxes |
|
2,578,477 |
2,397,487 |
|
3,811,909 |
4,011,517 |
|||
|
|
|
|
|
|
|
|
|||
|
Income and social contribution taxes |
|
|
|
|
|
|
|||
|
Current |
9.b |
(25,311) |
(13,217) |
|
(1,054,797) |
(1,124,664) |
|||
|
Deferred |
9.b |
21,840 |
(21,530) |
|
(8,892) |
(360,953) |
|||
|
|
|
(3,471) |
(34,747) |
|
(1,063,689) |
(1,485,617) |
|||
|
|
|
|
|
|
|
|
|||
|
Net income from continuing operations |
|
2,575,006 |
2,362,740 |
|
2,748,220 |
2,525,900 |
|||
|
|
|
|
|
|
|
|
|||
|
Discontinued operations |
|
|
|
|
|
|
|||
|
Net income (loss) from discontinued operations |
29 |
(121,153) |
‐ |
|
(206,312) |
‐ |
|||
|
|
|
|
|
|
|
|
|||
|
Net income for the year |
|
2,453,853 |
2,362,740 |
|
2,541,908 |
2,525,900 |
|||
|
Income attributable to: |
|
|
|
|
|
|
|||
|
Shareholders of Ultrapar |
|
2,453,853 |
2,362,740 |
|
2,453,853 |
2,362,740 |
|||
|
Non-controlling interests in subsidiaries |
11 |
‐ |
‐ |
|
88,055 |
163,160 |
|||
|
|
|
|
|
|
|
|
|||
|
Total earnings per share from continuing operations (based on the weighted average number of shares outstanding) – R$ |
|
|
|
|
|
|
|||
|
Basic |
24 |
2.4027 |
2.1438 |
|
2.4027 |
2.1438 |
|||
|
Diluted |
24 |
2.3513 |
2.1141 |
|
2.3513 |
2.1141 |
|||
|
|
|
|
|
|
|
|
|||
|
Earnings per share from discontinued operations (based on the weighted average number of shares outstanding) – R$ |
|
|
|
|
|
|
|||
|
Basic |
24 |
(0.1130) |
‐ |
|
(0.1130) |
‐ |
|||
|
Diluted |
24 |
(0.1106) |
‐ |
|
(0.1106) |
‐ |
|||
|
|
|
|
|
|
|
|
|||
|
Total earnings per share (based on the weighted average number of shares outstanding) – R$ |
|
|
|
|
|
|
|||
|
Basic |
24 |
2.2896 |
2.1438 |
|
2.2896 |
2.1438 |
|||
|
Diluted |
24 |
2.2407 |
2.1141 |
|
2.2407 |
2.1141 |
|||
The accompanying notes are an integral part of the financial statements.
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
| For the years ended December 31, 2025 and 2024 | |
| (In thousands of Brazilian Reais) |
|
|
|
|
Parent |
|
Consolidated |
||||
|
|
Note |
|
01/01/2025 to 12/31/2025 |
01/01/2024 to 12/31/2024 |
|
01/01/2025 to 12/31/2025 |
01/01/2024 to 12/31/2024 |
||
|
Net income for the year, attributable to shareholders of Ultrapar |
|
|
2,453,853 |
2,362,740 |
|
2,453,853 |
2,362,740 |
||
|
Net income for the year, attributable to non-controlling interests in subsidiaries |
|
|
‐ |
‐ |
|
88,055 |
163,160 |
||
|
Net income for the year |
|
|
2,453,853 |
2,362,740 |
|
2,541,908 |
2,525,900 |
||
|
|
|
|
|
|
|
|
|
||
|
Items that will be subsequently reclassified to profit or loss: |
|
|
|
|
|
|
|
||
|
Fair value adjustments of financial instruments of subsidiaries, joint ventures and associates, net of income and social contribution taxes |
20.g |
|
65,526 |
8,495 |
|
117,760 |
8,495 |
||
|
Translation adjustments of subsidiaries |
20.g |
|
(57,479) |
36,134 |
|
(78,712) |
36,134 |
||
|
|
|
|
|
|
|
|
|
||
|
Items that will not be subsequently reclassified to profit or loss: |
|
|
|
|
|
|
|
||
|
Actuarial gains of post-employment benefits, net of income and social contribution taxes |
20.g |
|
1,096 |
15,475 |
|
3,865 |
25,218 |
||
|
|
|
|
|
|
|
|
|
||
|
Total comprehensive income for the year |
|
|
2,462,996 |
2,422,844 |
|
2,584,821 |
2,595,747 |
||
|
|
|
|
|
|
|
|
|
||
|
Total comprehensive income for the year attributable to shareholders of Ultrapar |
|
|
2,462,996 |
2,422,844 |
|
2,462,996 |
2,422,844 |
||
|
Total comprehensive income for the year attributable to non-controlling interests in subsidiaries |
|
|
‐ |
‐ |
|
121,825 |
172,903 |
||
The accompanying notes are an integral part of the financial statements.
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
| For the years ended December 31, 2025 and 2024 | |
| (In thousands of Brazilian Reais, except dividends per share) |
|
|
|
|
|
|
|
|
|
|
|
|
Equity attributable to: |
|
|
||||||||||||
|
|
Note |
Share capital |
Equity instrument granted |
Capital reserve |
Treasury shares |
Revaluation reserve |
Profit reserves |
Accumulated other comprehensive income |
Acquisition of shares from shareholders |
Retained earnings |
Shareholders of Ultrapar |
|
Non-controlling interests (i) |
|
Total equity |
||||||||||
|
Balance as of December 31, 2023 |
|
6,621,752 |
75,925 |
597,828 |
(470,510) |
3,802 |
6,523,590 |
154,108 |
‐ |
‐ |
13,506,495 |
|
523,331 |
|
14,029,826 |
||||||||||
|
Net income for the year |
- |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
2,362,740 |
2,362,740 |
|
163,160 |
|
2,525,900 |
||||||||||
|
Other comprehensive income |
- |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
60,104 |
‐ |
‐ |
60,104 |
|
9,743 |
|
69,847 |
||||||||||
|
Total comprehensive income for the year |
|
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
60,104 |
‐ |
2,362,740 |
2,422,844 |
|
172,903 |
|
2,595,747 |
||||||||||
|
Issuance of shares related to the subscription warrants - indemnification |
- |
‐ |
‐ |
6,452 |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
6,452 |
|
‐ |
|
6,452 |
||||||||||
|
Equity instrument granted |
8.d; 20.b |
‐ |
32,328 |
2,069 |
23,055 |
‐ |
‐ |
‐ |
‐ |
‐ |
57,452 |
|
6 |
|
57,458 |
||||||||||
|
Purchase of treasury shares |
- |
‐ |
‐ |
‐ |
(148,945) |
‐ |
‐ |
‐ |
‐ |
‐ |
(148,945) |
|
‐ |
|
(148,945) |
||||||||||
|
Realization of revaluation reserve of subsidiaries |
- |
‐ |
‐ |
‐ |
‐ |
(170) |
‐ |
‐ |
‐ |
170 |
‐ |
|
‐ |
|
‐ |
||||||||||
|
Setting up of reserves |
20.a |
‐ |
‐ |
5,699 |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
5,699 |
|
(36) |
|
5,663 |
||||||||||
|
Shareholder transaction - changes of ownership interest |
- |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
534 |
534 |
|
309 |
|
843 |
||||||||||
|
Dividends prescribed |
- |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
3,369 |
3,369 |
|
‐ |
|
3,369 |
||||||||||
|
Non-controlling interest in acquired subsidiary |
|
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|
112,160 |
|
112,160 |
||||||||||
|
Allocation of net income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Legal reserve |
20.f |
‐ |
‐ |
‐ |
‐ |
‐ |
118,137 |
‐ |
‐ |
(118,137) |
‐ |
|
‐ |
|
‐ |
||||||||||
|
Investments statutory reserve |
20.f |
‐ |
‐ |
‐ |
‐ |
‐ |
1,479,404 |
‐ |
‐ |
(1,479,404) |
- |
|
‐ |
|
- |
||||||||||
|
Additional minimum mandatory dividend for the year (R$ 0.26 per share) |
20.h |
- |
- |
- |
- |
- |
- |
- |
- |
(285,180) |
(285,180) |
|
- |
|
(285,180) |
||||||||||
|
Additional dividends (R$ 0.19 per share) |
20.f |
‐ |
‐ |
‐ |
‐ |
‐ |
208,121 |
‐ |
‐ |
(208,121) |
‐ |
|
‐ |
|
‐ |
||||||||||
|
Interest on equity attributable to non-controlling interests |
|
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|
(105,590) |
|
(105,590) |
||||||||||
|
Dividends attributable to non-controlling interests |
- |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|
(38,357) |
|
(38,357) |
||||||||||
|
Interim dividends (R$ 0.25 per share) |
20.h |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
(275,971) |
(275,971) |
|
‐ |
|
(275,971) |
||||||||||
|
Approval of additional dividends by the Ordinary General Shareholders’ Meeting |
20.h |
‐ |
‐ |
‐ |
‐ |
‐ |
(134,031) |
‐ |
‐ |
‐ |
(134,031) |
|
‐ |
|
(134,031) |
||||||||||
|
Balance as of December 31, 2024 |
|
6,621,752 |
108,253 |
612,048 |
(596,400) |
3,632 |
8,195,221 |
214,212 |
‐ |
‐ |
15,158,718 |
|
664,726 |
|
15,823,444 |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net income for the year |
|
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
2,453,853 |
2,453,853 |
|
88,055 |
|
2,541,908 |
||||||||||
|
Other comprehensive income |
|
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
9,143 |
‐ |
‐ |
9,143 |
|
33,770 |
|
42,913 |
||||||||||
|
Total comprehensive income for the year |
|
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
9,143 |
‐ |
2,453,853 |
2,462,996 |
|
121,825 |
|
2,584,821 |
||||||||||
|
Issuance of shares related to the subscription warrants - indemnification |
|
‐ |
‐ |
7,863 |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
7,863 |
|
‐ |
|
7,863 |
||||||||||
|
Equity instrument granted |
8.d; 20.b |
‐ |
36,441 |
(7,351) |
40,828 |
‐ |
‐ |
‐ |
‐ |
‐ |
69,918 |
|
(1,563) |
|
68,355 |
||||||||||
|
Purchase of treasury shares |
20.c |
‐ |
‐ |
‐ |
(266,954) |
‐ |
‐ |
‐ |
‐ |
‐ |
(266,954) |
|
‐ |
|
(266,954) |
||||||||||
|
Realization of revaluation reserve |
- |
‐ |
‐ |
‐ |
‐ |
(156) |
‐ |
‐ |
‐ |
156 |
‐ |
|
‐ |
|
‐ |
||||||||||
|
Capital increase with reserves |
20.a |
1,365,348 |
‐ |
‐ |
‐ |
‐ |
(1,365,348) |
‐ |
‐ |
‐ |
‐ |
|
‐ |
|
‐ |
||||||||||
|
Capital increase of non-controlling shareholders |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|
12,184 |
|
12,184 |
||||||||||
|
Shareholder transaction |
28.b |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
(149,239) |
(45) |
(149,284) |
|
‐ |
|
(149,284) |
||||||||||
|
Setting up of reserves |
20.d |
‐ |
‐ |
4,449 |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
4,449 |
|
‐ |
|
4,449 |
||||||||||
|
Non-controlling interest in the equity of acquired subsidiary – Hidrovias |
28.b |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|
1,658,270 |
|
1,658,270 |
||||||||||
|
Variation in change of ownership interest of non-controlling shareholders |
- |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|
(190,462) |
|
(190,462) |
||||||||||
|
Non-controlling interest in the equity of acquired subsidiary |
- |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|
45,633 |
|
45,633 |
||||||||||
|
Payment of dividends for the prior year |
20.h |
‐ |
‐ |
‐ |
‐ |
‐ |
(208,121) |
‐ |
‐ |
‐ |
(208,121) |
|
‐ |
|
(208,121) |
||||||||||
|
Allocation of net income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Legal reserve |
20.f |
‐ |
‐ |
‐ |
‐ |
‐ |
122,692 |
‐ |
‐ |
(122,692) |
‐ |
|
- |
|
- |
||||||||||
|
Investments statutory reserve |
20.f |
‐ |
‐ |
‐ |
‐ |
‐ |
917,959 |
‐ |
‐ |
(917,959) |
‐ |
|
- |
|
- |
||||||||||
|
Minimum mandatory dividends for the year |
20.h |
‐ |
‐ |
‐ |
‐ |
‐ |
- |
‐ |
‐ |
(582,790) |
(582,790) |
|
- |
|
(582,790) |
||||||||||
|
Additional dividends to the minimum mandatory dividends |
20.h |
‐ |
‐ |
‐ |
‐ |
‐ |
- |
‐ |
‐ |
(830,523) |
(830,523) |
|
- |
|
(830,523) |
||||||||||
|
Dividends and interest on equity attributable to non-controlling interests |
- |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|
(246,268) |
|
(246,268) |
||||||||||
|
Balance as of December 31, 2025 |
|
7,987,100 |
144,694 |
617,009 |
(822,526) |
3,476 |
7,662,403 |
223,355 |
(149,239) |
- |
15,666,272 |
|
2,064,345 |
|
17,730,617 |
||||||||||
(i) Are substantially represented by non-controlling shareholders of Iconic and Hidrovias.
The accompanying notes are an integral part of the financial statements.
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
| For the years ended December 31, 2025 and 2024 | |
| (In thousands of Brazilian Reais) |
|
|
|
Parent |
|
Consolidated |
|||||
|
|
Note |
12/31/2025 |
12/31/2024 |
|
12/31/2025 |
12/31/2024 |
|||
|
CASH FLOWS FROM CONTINUING OPERATING ACTIVITIES |
|
|
|
|
|
|
|||
|
Net income from continuing operations |
|
2,575,006 |
2,362,740 |
|
2,748,220 |
2,525,900 |
|||
|
Adjustments to reconcile net income to cash provided (consumed) by operating activities |
|
|
|
|
|
|
|||
|
Share of profit (loss) of subsidiaries, joint ventures and associates and amortization of fair value adjustments on associates acquisition |
11 |
(2,549,952) |
(2,380,009) |
|
157,610 |
129,675 |
|||
|
Amortization of contractual assets with customers - exclusivity rights |
10 |
‐ |
‐ |
|
469,766 |
555,083 |
|||
|
Amortization of right-of-use assets |
12 |
2,955 |
2,864 |
|
367,129 |
312,060 |
|||
|
Depreciation and amortization |
13; 14 |
14,491 |
15,808 |
|
1,219,034 |
900,673 |
|||
|
Interest, monetary variations and foreign exchange variations |
|
25,506 |
13,122 |
|
1,472,633 |
1,557,814 |
|||
|
Current and deferred income and social contribution taxes |
9.b |
3,471 |
34,747 |
|
1,063,689 |
1,485,617 |
|||
|
Gain (loss) on disposal or write-off of assets |
|
(90) |
(35,298) |
|
(110,259) |
(207,076) |
|||
|
Equity instrument granted |
|
22,837 |
32,959 |
|
40,564 |
57,458 |
|||
|
Gain (loss) on the fair value of energy contracts |
|
‐ |
‐ |
|
(71,121) |
(64,287) |
|||
|
Provision for decarbonization - CBIO |
|
‐ |
‐ |
|
370,823 |
584,371 |
|||
|
Revaluation of investment in associates |
28.b |
‐ |
‐ |
|
(91,105) |
‐ |
|||
|
Provisions for tax, civil and labor risks |
|
(55,323) |
8,164 |
|
(103,901) |
(4,708) |
|||
|
Other provisions and adjustments |
|
(466) |
6,916 |
|
(18,431) |
(11,361) |
|||
|
|
|
38,435 |
62,013 |
|
7,514,651 |
7,821,219 |
|||
|
(Increase) decrease in assets |
|
|
|
|
|
|
|||
|
Trade receivables and reseller financing |
5 |
‐ |
‐ |
|
(185,611) |
180,339 |
|||
|
Inventories |
6 |
‐ |
‐ |
|
(151,282) |
371,244 |
|||
|
Recoverable taxes |
|
4,191 |
8,869 |
|
(171,126) |
(585,254) |
|||
|
Dividends received from subsidiaries, associates and joint ventures |
|
3,395,567 |
1,584,885 |
|
11,141 |
2,028 |
|||
|
Other assets |
|
(17,166) |
(30,090) |
|
167,931 |
(114,528) |
|||
|
|
|
|
|
|
|
|
|||
|
Increase (decrease) in liabilities |
|
|
|
|
|
|
|||
|
Trade payables and trade payables - reverse factoring |
16 |
2,355 |
(1,349) |
|
(31,818) |
(1,209,636) |
|||
|
Salaries and related charges |
|
3,188 |
(6,957) |
|
47,615 |
(17,019) |
|||
|
Taxes payable |
|
(524) |
(554) |
|
8,963 |
(23,512) |
|||
|
Income and social contribution taxes payable |
|
(13,823) |
(9,667) |
|
(949,442) |
(1,057,460) |
|||
|
Other liabilities |
|
36,104 |
(57) |
|
189,931 |
(160,331) |
|||
|
Acquisition of CBIO and carbon credits |
14 |
‐ |
‐ |
|
(370,501) |
(713,453) |
|||
|
Payments of contractual assets with customers - exclusivity rights |
10 |
‐ |
‐ |
|
(455,567) |
(418,250) |
|||
|
Payment of contingencies |
|
(12,707) |
‐ |
|
(78,537) |
(30,896) |
|||
|
Income and social contribution taxes paid |
|
(706) |
(3,433) |
|
(124,077) |
(308,915) |
|||
|
Net cash provided by continuing operating activities |
|
3,434,914 |
1,603,660 |
|
5,422,271 |
3,735,576 |
|||
|
Net cash provided by discontinued operating activities |
|
- |
- |
|
30,231 |
- |
|||
|
Net cash provided by operating activities |
|
3,434,914 |
1,603,660 |
|
5,452,502 |
3,735,576 |
|||
|
|
|
|
|
|
|
|
|||
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|||
|
Financial investments, net of redemptions |
4.b |
(1,123,954) |
(213,003) |
|
(1,510,857) |
(4,202,032) |
|||
|
Acquisition of property, plant and equipment and intangible assets |
13; 14 |
(11,910) |
(81,479) |
|
(2,005,243) |
(1,787,175) |
|||
|
Sale of investments and other assets |
|
136 |
264,564 |
|
429,283 |
1,386,252 |
|||
|
Capital increase and decrease in subsidiaries, associates and joint ventures |
11 |
(53,014) |
(1,124,230) |
|
- |
- |
|||
|
Acquisition of investments and other assets |
|
(44,284) |
‐ |
|
(937,457) |
(1,785,517) |
|||
|
Cash acquired in business combination |
|
‐ |
‐ |
|
1,213,510 |
522 |
|||
|
Net cash consumed by continuing investing activities |
|
(1,233,026) |
(1,154,148) |
|
(2,810,764) |
(6,387,950) |
|||
|
Net cash consumed by discontinued investing activities |
|
- |
- |
|
(34,948) |
- |
|||
|
Net cash consumed by investing activities |
|
(1,233,026) |
(1,154,148) |
|
(2,845,712) |
(6,387,950) |
|||
|
|
|
|
|
|
|
|
|||
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|||
|
Loans, financing and debentures |
|
|
|
|
|
|
|||
|
Proceeds |
15 |
‐ |
‐ |
|
8,669,139 |
4,179,974 |
|||
|
Repayments |
15 |
‐ |
‐ |
|
(5,134,131) |
(2,718,953) |
|||
|
Interest and derivatives (paid) or received |
|
‐ |
7,838 |
|
(1,899,251) |
(1,117,562) |
|||
|
Payments of lease |
|
|
|
|
|
|
|||
|
Principal and interest paid |
12.b |
(3,666) |
(3,595) |
|
(480,722) |
(433,488) |
|||
|
Dividends paid |
|
(1,892,861) |
(713,066) |
|
(2,172,132) |
(833,658) |
|||
|
Payments of financial liabilities of customers |
|
‐ |
‐ |
|
(123,122) |
(159,897) |
|||
|
Capital increase made by non-controlling shareholders and redemption of shares |
|
‐ |
‐ |
|
(12,300) |
13,500 |
|||
|
Repurchase of treasury shares |
|
(266,954) |
(148,945) |
|
(266,954) |
(148,945) |
|||
|
Related parties |
|
(448) |
(398) |
|
(43,521) |
(15,073) |
|||
|
|
|
|
|
|
|
|
|||
|
Net cash consumed by continuing financing activities |
|
(2,163,929) |
(858,166) |
|
(1,462,994) |
(1,234,102) |
|||
|
Net cash consumed by discontinued financing activities |
|
- |
- |
|
(6,596) |
- |
|||
|
Net cash consumed by financing activities |
|
(2,163,929) |
(858,166) |
|
(1,469,590) |
(1,234,102) |
|||
|
|
|
|
|
|
|
|
|||
|
Effect of exchange rate changes on cash and cash equivalents in foreign currency - continuing operations |
|
‐ |
‐ |
|
(44,981) |
32,381 |
|||
|
Increase (decrease) in cash and cash equivalents - continuing operations |
|
37,959 |
(408,654) |
|
1,103,532 |
(3,854,095) |
|||
|
Increase (decrease) in cash and cash equivalents - discontinued operations |
|
- |
- |
|
(11,313) |
- |
|||
|
Cash and cash equivalents at the beginning of the year - continuing operations |
4.a |
4,186 |
412,840 |
|
2,071,593 |
5,925,688 |
|||
|
Cash and cash equivalents at the beginning of the year - discontinued operations |
|
- |
- |
|
11,313 |
- |
|||
|
Cash and cash equivalents at the end of the year - continuing operations |
4.a |
42,145 |
4,186 |
|
3,175,125 |
2,071,593 |
|||
|
|
|
|
|
|
|
|
|||
|
Non-cash transactions: |
|
|
|
|
|
|
|||
|
Addition and remeasurement on right-of-use assets and leases payable |
12 |
‐ |
‐ |
|
400,758 |
342,332 |
|||
|
Addition on contractual assets with customers - exclusivity rights |
10 |
‐ |
‐ |
|
67,393 |
5,627 |
|||
|
Reclassification between financial assets and investment in associates |
|
‐ |
‐ |
|
‐ |
645,333 |
|||
|
Issuance of shares related to the subscription warrants - indemnification - Extrafarma acquisition |
|
‐ |
6,452 |
|
‐ |
6,452 |
|||
|
Acquisition of property, plant and equipment and intangible assets without cash effect |
|
‐ |
‐ |
|
23,478 |
42,180 |
|||
|
Capital increase in subsidiaries with shares |
|
‐ |
133,552 |
|
‐ |
- |
|||
The accompanying notes are an integral part of the financial statements.
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
| For the years ended December 31, 2025 and 2024 | |
| (In thousands of Brazilian Reais) |
|
|
|
Parent |
|
Consolidated |
|||||
|
|
Note |
12/31/2025 |
|
12/31/2024 |
|
12/31/2025 |
|
12/31/2024 |
|
|
Revenues |
|
|
|
|
|
|
|
|
|
|
Gross revenue from sales and services, except rents and royalties |
21 |
‐ |
|
‐ |
|
147,327,691 |
|
138,927,497 |
|
|
Rebates, discounts and returns |
21 |
‐ |
|
‐ |
|
(1,063,429) |
|
(1,122,338) |
|
|
Allowance for expected credit losses |
5 |
‐ |
|
‐ |
|
2,684 |
|
(3,744) |
|
|
Amortization of contractual assets with customers - exclusivity rights |
10; 21 |
‐ |
|
‐ |
|
(469,766) |
|
(555,083) |
|
|
Gain (loss) on disposal of assets and other operating income (expenses), net |
|
55,727 |
|
18,402 |
|
454,234 |
|
(242,255) |
|
|
|
|
55,727 |
|
18,402 |
|
146,251,414 |
|
137,004,077 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Materials purchased from third parties |
|
|
|
|
|
|
|
|
|
|
Cost of products and services sold |
|
‐ |
|
‐ |
|
(133,062,345) |
|
(124,034,095) |
|
|
Materials, energy, third-party services and others |
|
237,446 |
|
207,435 |
|
(1,836,555) |
|
(1,775,717) |
|
|
Provision for assets losses |
|
‐ |
|
‐ |
|
(8,481) |
|
735 |
|
|
|
|
237,446 |
|
207,435 |
|
(134,907,381) |
|
(125,809,077) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross value added |
|
293,173 |
|
225,837 |
|
11,344,033 |
|
11,195,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Retentions |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization of intangible assets and right-of-use assets |
12.a; 13; 14 |
(17,444) |
|
(18,672) |
|
(1,586,163) |
|
(1,212,733) |
|
|
|
|
(17,444) |
|
(18,672) |
|
(1,586,163) |
|
(1,212,733) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net value added produced by the Company |
|
275,729 |
|
207,165 |
|
9,757,870 |
|
9,982,267 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Value added received in transfer |
|
|
|
|
|
|
|
|
|
|
Total share of profit (loss) of subsidiaries, joint ventures and associates |
|
2,549,952 |
|
2,380,009 |
|
(66,505) |
|
(129,675) |
|
|
Rents and royalties |
21 |
‐ |
|
‐ |
|
138,091 |
|
319,809 |
|
|
Financial income |
23 |
45,798 |
|
68,869 |
|
1,580,842 |
|
881,074 |
|
|
|
|
2,595,750 |
|
2,448,878 |
|
1,652,428 |
|
1,071,208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Value added from continuing operations available for distribution |
|
2,871,479 |
|
2,656,043 |
|
11,410,298 |
|
11,053,475 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Value added from discontinued operations available for distribution |
|
(121,153) |
|
‐ |
|
(156,215) |
|
‐ |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total value added available for distribution |
|
2,750,326 |
|
2,656,043 |
|
11,254,083 |
|
11,053,475 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution of value added |
|
|
|
|
|
|
|
|
|
|
Personnel and related charges |
|
|
|
|
|
|
|
|
|
|
Salaries and wages |
|
205,158 |
|
167,659 |
|
1,777,134 |
|
1,494,898 |
|
|
Benefits |
|
28,511 |
|
27,473 |
|
489,709 |
|
434,927 |
|
|
Government Severance Indemnity Fund for Employees (FGTS) |
|
9,038 |
|
7,656 |
|
111,113 |
|
107,666 |
|
|
Others |
|
1,786 |
|
7,413 |
|
136,150 |
|
268,559 |
|
|
|
|
244,493 |
|
210,201 |
|
2,514,106 |
|
2,306,050 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxes, fees and contributions |
|
|
|
|
|
|
|
|
|
|
Federal |
|
27,059 |
|
62,228 |
|
2,615,598 |
|
3,671,136 |
|
|
State |
|
‐ |
|
‐ |
|
548,866 |
|
519,824 |
|
|
Municipal |
|
366 |
|
305 |
|
226,047 |
|
162,873 |
|
|
|
|
27,425 |
|
62,533 |
|
3,390,511 |
|
4,353,833 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial expenses and rents |
|
|
|
|
|
|
|
|
|
|
Interest, foreign exchange variations and financial instruments |
|
3,381 |
|
75 |
|
2,488,627 |
|
1,650,376 |
|
|
Rents |
|
5,089 |
|
4,178 |
|
128,559 |
|
113,328 |
|
|
Others |
|
16,085 |
|
16,316 |
|
140,275 |
|
103,988 |
|
|
|
|
24,555 |
|
20,569 |
|
2,757,461 |
|
1,867,692 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Remuneration of own capital |
|
|
|
|
|
|
|
|
|
|
Interest on capital and dividends |
|
1,621,434 |
|
275,971 |
|
1,658,830 |
|
666,741 |
|
|
Retained earnings |
|
953,572 |
|
2,086,769 |
|
1,089,390 |
|
1,859,159 |
|
|
|
|
2,575,006 |
|
2,362,740 |
|
2,748,220 |
|
2,525,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Value added from continuing operations distributed |
|
2,871,479 |
|
2,656,043 |
|
11,410,298 |
|
11,053,475 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Value added from discontinued operations distributed |
|
(121,153) |
|
‐ |
|
(156,215) |
|
‐ |
|
|
|
|
|
|
|
|
|
|
|
|
|
Value added distributed |
|
2,750,326 |
|
2,656,043 |
|
11,254,083 |
|
11,053,475 |
|
The accompanying notes are an integral part of the financial statements.
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
Ultrapar Participações S.A. (“Ultrapar” or “Company”) is a publicly-traded company headquartered at the Brigadeiro Luís Antônio Avenue, 1343 in the city of São Paulo – SP, Brazil, listed on B3 S.A. – Brasil, Bolsa, Balcão (“B3”), in the Novo Mercado listing segment under the ticker “UGPA3” and on the New York Stock Exchange (“NYSE”) in the form of level III American Depositary Receipts (“ADRs”) under the ticker “UGP”.
The Company engages in the investment of its own capital in services, commercial and industrial activities, through the subscription or acquisition of shares of other companies. Through its subsidiaries, it operates on liquefied petroleum gas distribution and other energies (“Ultragaz”), fuel distribution and related businesses (“Ipiranga” or “IPP”), storage services for liquid bulk (“Ultracargo”) and logistics and waterway and multimodal infrastructure (“Hidrovias”). The information on segments is disclosed in Note 25.
These financial statements were authorized for issuance by the Board of Directors on March 4, 2026.
a. Principles of consolidation and interest in subsidiaries
a.1 Principles of consolidation
In the preparation of the consolidated financial statements the investments of one company in another, balances of asset and liability accounts, revenue transactions, costs and expenses were eliminated, as well as the effects of transactions conducted between the companies. Non-controlling interests in subsidiaries are presented within consolidated equity and net income.
Consolidation of a subsidiary begins when the Company obtains direct or indirect control over an entity and ceases when the company loses control. Income and expenses of a subsidiary acquired are included in the consolidated statements of income and of comprehensive income from the date the Company gains control. Income and expenses of a subsidiary, in which the Company loses control, are included in the consolidated statements of income and of comprehensive income until the date the Company loses control.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Company’s accounting policies.
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
a.2 Interest in subsidiaries
The consolidated financial statements include the following direct and indirect subsidiaries:
|
|
|
|
|
|
Interest % rounded |
||||||
|
|
|
|
|
|
12/31/2025 |
|
12/31/2024 |
||||
|
|
|
|
|
|
Control |
|
Control |
||||
|
|
|
Location |
Segment |
|
Direct |
|
Indirect |
|
Direct |
|
Indirect |
|
Ultra Mobilidade S.A. (1) |
|
Brazil |
Ipiranga |
|
100 |
|
- |
|
100 |
|
- |
|
Centro de Conveniências Millennium Ltda. and subsidiaries (2) |
|
Brazil |
Ipiranga |
|
- |
|
- |
|
- |
|
100 |
|
am/pm Comestíveis Ltda. (3) |
|
Brazil |
Ipiranga |
|
- |
|
100 |
|
- |
|
- |
|
Glazed Brasil S.A. (“Krispy Kreme”) |
|
Brazil |
Ipiranga |
|
- |
|
55 |
|
- |
|
- |
|
Centro de Conveniências Millennium Ltda. and subsidiaries (2) |
|
Brazil |
Ipiranga |
|
- |
|
100 |
|
- |
|
- |
|
Neodiesel Ltda. |
|
Brazil |
Ipiranga |
|
- |
|
100 |
|
- |
|
100 |
|
Serra Diesel Transportador Revendedor Retalhista Ltda. |
|
Brazil |
Ipiranga |
|
- |
|
60 |
|
- |
|
60 |
|
Neoagro Diesel S.A. (4) |
|
Brazil |
Ipiranga |
|
- |
|
60 |
|
- |
|
- |
|
Mi TRR Transportadora Retalhista e Revendedora de Combustíveis S.A. (5) |
|
Brazil |
Ipiranga |
|
- |
|
51 |
|
- |
|
- |
|
Petrovila Combustíveis S.A. (6) |
|
Brazil |
Ipiranga |
|
- |
|
60 |
|
- |
|
- |
|
Ipiranga Produtos de Petróleo S.A. |
|
Brazil |
Ipiranga |
|
- |
|
100 |
|
- |
|
100 |
|
am/pm Comestíveis Ltda. (3) |
|
Brazil |
Ipiranga |
|
- |
|
- |
|
- |
|
100 |
|
Glazed Brasil S.A. (“Krispy Kreme”) |
|
Brazil |
Ipiranga |
|
- |
|
- |
|
- |
|
55 |
|
Ipiranga Trading Limited |
|
British Virgin Islands |
Ipiranga |
|
- |
|
100 |
|
- |
|
100 |
|
Ipiranga Imobiliária Ltda. |
|
Brazil |
Ipiranga |
|
- |
|
100 |
|
- |
|
100 |
|
Ipiranga Logística Ltda. |
|
Brazil |
Ipiranga |
|
- |
|
100 |
|
- |
|
100 |
|
Oil Trading Importadora e Exportadora Ltda. |
|
Brazil |
Ipiranga |
|
- |
|
100 |
|
- |
|
100 |
|
Iconic Lubrificantes S.A. |
|
Brazil |
Ipiranga |
|
- |
|
56 |
|
- |
|
56 |
|
Integra Frotas Ltda. |
|
Brazil |
Ipiranga |
|
- |
|
100 |
|
- |
|
100 |
|
Irupé Biocombustíveis Ltda. |
|
Brazil |
Ipiranga |
|
- |
|
100 |
|
- |
|
100 |
|
Ipiranga Trading North America LLC. |
|
United States |
Ipiranga |
|
- |
|
100 |
|
- |
|
100 |
|
Ipiranga Trading Middle East DMCC |
|
Dubai |
Ipiranga |
|
- |
|
100 |
|
- |
|
100 |
|
Ipiranga Trading Europe S.A. |
|
Switzerland |
Ipiranga |
|
- |
|
100 |
|
- |
|
100 |
|
Eaí Clube Automobilista S.A. (7) |
|
Brazil |
Ipiranga |
|
- |
|
- |
|
- |
|
100 |
|
Abastece Aí Participações S.A. (8) |
|
Brazil |
Ipiranga |
|
- |
|
- |
|
- |
|
100 |
|
Abastece Aí Clube Automobilista Instituição de Pagamento Ltda. (8) |
|
Brazil |
Ipiranga |
|
- |
|
- |
|
- |
|
100 |
|
Abastece Aí Participações S.A. (8) |
|
Brazil |
Ipiranga |
|
- |
|
100 |
|
- |
|
- |
|
Abastece Aí Clube Automobilista Instituição de Pagamento Ltda. (8) |
|
Brazil |
Ipiranga |
|
- |
|
100 |
|
- |
|
- |
|
Companhia Ultragaz S.A. |
|
Brazil |
Ultragaz |
|
99 |
|
- |
|
99 |
|
- |
|
Ultragaz Energia Ltda. and subsidiaries |
|
Brazil |
Ultragaz |
|
- |
|
100 |
|
- |
|
100 |
|
Nova Paraná Distribuidora de Gás Ltda. |
|
Brazil |
Ultragaz |
|
- |
|
100 |
|
- |
|
100 |
|
Utingás Armazenadora S.A. |
|
Brazil |
Ultragaz |
|
- |
|
57 |
|
- |
|
57 |
|
Bahiana Distribuidora de Gás Ltda. |
|
Brazil |
Ultragaz |
|
- |
|
100 |
|
- |
|
100 |
|
NEOgás do Brasil Gás Natural Comprimido S.A. |
|
Brazil |
Ultragaz |
|
- |
|
100 |
|
- |
|
100 |
|
WTZ Participações S.A. (9) |
|
Brazil |
Ultragaz |
|
- |
|
- |
|
- |
|
52 |
|
Ultragaz Comercializadora de Energia Ltda. (9) |
|
Brazil |
Ultragaz |
|
- |
|
52 |
|
- |
|
- |
|
Ultragaz Energia e Corretagem de Seguros Ltda. (9) |
|
Brazil |
Ultragaz |
|
- |
|
100 |
|
- |
|
- |
|
UVC Investimentos Ltda. |
|
Brazil |
Others |
|
100 |
|
- |
|
100 |
|
- |
|
Ultra Logística Ltda. |
|
Brazil |
Hidrovias |
|
100 |
|
- |
|
100 |
|
- |
|
Hidrovias do Brasil S.A. (10) |
|
Brazil |
Hidrovias |
|
- |
|
59 |
|
- |
|
- |
|
Hidrovias do Brasil – Vila do Conde S.A. |
|
Brazil |
Hidrovias |
|
- |
|
100 |
|
- |
|
- |
|
Hidrovias do Brasil – Cabotagem Ltda. (11) |
|
Brazil |
Hidrovias |
|
- |
|
- |
|
- |
|
- |
|
Hidrovias do Brasil – Administração Portuária de Santos S.A. |
|
Brazil |
Hidrovias |
|
- |
|
100 |
|
- |
|
- |
|
Hidrovias del Sur S.A. |
|
Uruguay |
Hidrovias |
|
- |
|
100 |
|
- |
|
- |
|
Baloto S.A. |
|
Uruguay |
Hidrovias |
|
- |
|
100 |
|
- |
|
- |
|
Girocantex S.A. |
|
Uruguay |
Hidrovias |
|
- |
|
100 |
|
- |
|
- |
|
Cikelsol S.A. |
|
Uruguay |
Hidrovias |
|
- |
|
100 |
|
- |
|
- |
|
Resflir S.A. |
|
Uruguay |
Hidrovias |
|
- |
|
100 |
|
- |
|
- |
|
Hidrovias del Paraguay S.A. |
|
Paraguay |
Hidrovias |
|
- |
|
100 |
|
- |
|
- |
|
Pricolpar S.A. |
|
Paraguay |
Hidrovias |
|
- |
|
100 |
|
- |
|
- |
|
Hidrovias Navegación Fluvial S.A. |
|
Paraguay |
Hidrovias |
|
- |
|
100 |
|
- |
|
- |
|
Hidrovias South America BV |
|
Netherlands |
Hidrovias |
|
- |
|
100 |
|
- |
|
- |
|
Hidrovias International Finance S.à.r.l. |
|
Luxembourg |
Hidrovias |
|
- |
|
100 |
|
- |
|
- |
|
Ultracargo Logística S.A. (12) |
|
Brazil |
Ultracargo |
|
- |
|
- |
|
- |
|
99 |
|
Ultracargo Soluções Logísticas S.A. |
|
Brazil |
Ultracargo |
|
- |
|
- |
|
- |
|
100 |
|
Ultracargo Logística S.A. (12) |
|
Brazil |
Ultracargo |
|
99 |
|
- |
|
- |
|
- |
|
Ultracargo Soluções Logísticas S.A. |
|
Brazil |
Ultracargo |
|
- |
|
100 |
|
- |
|
- |
|
Ultrapar International S.A. |
|
Luxembourg |
Others |
|
100 |
|
- |
|
100 |
|
- |
|
Imaven Imóveis Ltda. |
|
Brazil |
Others |
|
100 |
|
- |
|
100 |
|
- |
|
Eaí Clube Automobilista S.A. (7) |
|
Brazil |
Others |
|
100 |
|
- |
|
- |
|
- |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
| (1) | On January 2, 2025, the name of subsidiary Ultrapar Mobilidade Ltda. was changed to Ultra Mobilidade S.A. |
| (2) | In January, 2025, indirect subsidiary Centro de Conveniências Millenium and subsidiaries started being directly controlled by am/pm Comestíveis Ltda. |
| (3) | In January, 2025, indirect subsidiary am/pm Comestíveis Ltda. started being directly controlled by Ultra Mobilidade S.A. |
| (4) | Company established on May 5, 2025, engaged in the wholesale trade of fuel carried out by carrier-reseller-retailer (TRR). |
| (5) | In July 2025, subsidiary Neodiesel Ltda. became the controlling shareholder of Mi TRR Transportadora retalhista e revendedora de combustíveis S.A. (“Mi TRR”). |
| (6) | In December 2025, subsidiary Neodiesel acquired a 60% interest in Petrovila Combustíveis S.A. (“Petrovila”). |
| (7) | In December 2025, indirect subsidiary Eaí Clube Automobilista S.A. started to be directly controlled by Ultrapar. |
| (8) |
In December 2025, indirect subsidiaries Abastece Aí Participações and Abastece Aí Clube Automobilista Instituição de Pagamento started to be directly controlled by Ipiranga. |
| (9) | In August 2025, WTZ Participações S.A. was merged into Ultragaz Comercializadora de Energia Ltda., formerly Exponencial Energia Ltda. In July 2025, Ultragaz Energia e Corretagem started being controlled by Ultragaz Comercializadora de Energia Ltda. |
| (10) | In May 2025, subsidiary Ultra Logística Ltda. became the controlling shareholder of Hidrovias. For further details, see Note 28.b. |
| (11) | The information on Hidrovias do Brasil – Cabotagem is presented as Discontinued Operation according to Note 29. |
| (12) | In January 2025, indirect subsidiary Ultracargo Logística S.A started being directly controlled by Ultrapar. |
b. Main events that occurred in the year
b.1 Acquisition of significant ownership interest in Hidrovias
On May 8, 2025, the Company, through its subsidiary Ultra Logística, acquired additional shares in Hidrovias do Brasil S.A. (“Hidrovias”), becoming the controlling shareholder. As of December 31, 2025, the ownership interest in this investee’s share capital was 58.72% (41.94% as of December 31, 2024). For further information, see Note 28.b.
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
The individual and consolidated financial statements (“financial statements”), identified as Parent and Consolidated, have been prepared in accordance with the International Financial Reporting Standards (“IFRS Accounting Standards”) issued by the International Accounting Standards Board (“IASB”) and with the accounting practices adopted in Brazil.
The accounting practices adopted in Brazil include those in Brazilian corporate law and in the Pronouncements, Guidance and Interpretations issued by the Accounting Pronouncements Committee (“CPC”), approved by the Brazilian Federal Accounting Council (“CFC”) and the Brazilian Securities and Exchange Commission (“CVM”).
The financial statements were prepared and are presented:
| a. | using consistent accounting policies and practices for Ultrapar and in its subsidiaries in all the years presented in these financial statements. |
|
| b. | in thousands of Brazilian Reais (“R$”), which is the Company’s functional currency, unless otherwise stated. The functional currency of Hidrovias’ subsidiaries in Uruguay, Paraguay, the Netherlands and Luxembourg is the U.S. dollar. The effects of translating the functional currency of foreign subsidiaries to Real are accounted for in equity as “Other comprehensive income”. | |
| The financial information of foreign subsidiaries (Paraguay, Uruguay, Luxembourg and the Netherlands) is presented in Reais, translating the functional currency to the presentation currency, according to the following procedures: | ||
|
• Assets and liabilities were translated using the closing rate at the reporting date; • Equity was translated at historical cost; and • Income and expenses were translated using the average monthly rate. |
||
| c. | considering all relevant proprietary information, which has been disclosed and corresponds to that used by the Company’s and its subsidiaries’ Management. | |
| d. | according to Management’s judgments, estimates, and assumptions in the application of accounting policies that affect the reported amounts of income, expenses, assets, and liabilities, including contingent liabilities. The uncertainty related to these judgments, assumptions and estimates could lead to results that require a significant adjustment to the carrying amount of certain assets and liabilities in future years. | |
| e. | based on the historical cost, except for the following material items recognized in the statements of financial position: |
| (i) | Financial investments measured at fair value; | |
| (ii) | derivative and non-derivative financial instruments measured at fair value; | |
| (iii) | loans and financing measured at fair value; | |
| (iv) | future energy contracts measured at fair value; | |
| (v) | share-based payments and employee benefits measured at fair value; and | |
| (vi) | deemed cost of property, plant and equipment. |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
Material accounting policies
The financial statements were prepared using consistent accounting policies and practices on Ultrapar and its subsidiaries.
Accounting policies are presented in their respective notes, except for those described below:
a. Foreign currency transactions
Foreign currency transactions carried out by the Company and its subsidiaries are remeasured into their functional currency at the exchange rate prevailing on the date of each transaction. Outstanding monetary assets and liabilities of the Company and its subsidiaries are translated using the exchange rate on the date of the financial statements. The effect of the difference between those exchange rates is recognized in financial results until the conclusion of each transaction.
b. Basis for translation of financial statements of foreign subsidiaries
b.1 Subsidiaries without administrative authority
The Company has foreign subsidiaries without administrative authority. Assets and liabilities of the other foreign subsidiaries, which do not have administrative authority, are considered an extension of the activities of their parent company and are translated using the exchange rate at the date of the financial statements. Gains and losses resulting from changes in these foreign investments may be recognized as financial result or equity, depending on the subsidiary’s functional currency.
c. Use of estimates, assumptions and judgments
The preparation of the financial statements requires the use of estimates, assumptions, and judgments for the accounting and disclosure of certain assets, liabilities, and profit or loss. Therefore, the Company and its subsidiaries’ management use the best information available at the date of preparation of the financial statements, as well as the experience of past and current events, also considering assumptions regarding future events. The estimates and assumptions are reviewed periodically.
c.1 Judgments
Information on the judgments is included in: the determination of control in subsidiaries, the determination of joint control in joint ventures, and the determination of significant influence in associates (Note 11).
c.2 Uncertainties related to the assumptions and estimates
The information regarding uncertainties related to the assumptions and estimates are included in: determining the fair value of financial instruments including derivatives (Notes 4, 15 and 26), the determination of the loss allowance for expected credit losses (Note 5), the determination of provisions for losses on inventories (Note 6), the estimates of realization of deferred IRPJ and CSLL amounts (Note 9), realization amount of tax recoverable (Note 7), the useful lives and discount rate of right-of-use assets (Note 12), the useful lives of property, plant and equipment (Note 13), the useful lives of intangible assets and recoverable value of assets, including goodwill (Note 14), provisions for tax, civil, and labor risks (Note 18), estimates for the preparation of actuarial reports (Note 17), determination of fair value of subscription warrants – indemnification (Notes 19 and 26), and definition of fair value of the contingent consideration set for the business combination (Note 28). The actual result of the transactions and information may differ from their estimates.
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
d. Impairment of assets
The Company and its subsidiaries review the existence of indications of impairment of assets on a quarterly basis. For intangible assets with an indefinite useful life the review is done annually or more frequently when there is an indication that such assets might be impaired. If there is an indication of impairment, the Company and its subsidiaries estimate the recoverable amount of the asset Assets that cannot be evaluated individually are grouped in the smallest group of assets that generate cash inflow from continuous use and that are largely independent of cash flows of other assets (cash generating units “CGU”). The identified CGUs for the evaluation of impairment are similar to reported segments in financial statements. The recoverable amount of assets or CGUs corresponds to the greater of their fair value net of applicable direct selling expenses and their value in use.
The fair value less costs to sell is determined by the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date, net of costs of removing the asset, and direct incremental costs to bring an asset into condition for its sale, legal costs, and taxes.
To assess the value in use, the projections of future cash flows, trends, and outlooks, as well as the effects of obsolescence, demand, competition, and other economic factors were considered. Such cash flows are discounted to their present values using the discount rate before tax that reflects market conditions for the period of impairment testing and the specific risks of the asset or CGU being evaluated. In cases where the expected discounted future cash flows are less than their carrying amount, an impairment loss is recognized for the amount by which the carrying amount exceeds the fair value of these assets in profit or loss. In case goodwill has been allocated to a CGU, the recognized losses are first allocated to reduce the corresponding goodwill. If the goodwill is not enough to absorb such losses, the surplus is allocated to the assets on a pro-rata basis. An impairment of goodwill cannot be reversed. For other assets, impairment losses are reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if the impairment had not been recognized.
As of December 31, 2025, the Company, through its subsidiary Ultragaz, recorded impairment loss in the amount of R$ 51,100, related to the goodwill of Stella, recognized in indirect subsidiary Ultragaz Energia Ltda., as per Note 14. As of December 31, 2024, the Company and its subsidiaries did not record any impairment loss of assets.
e. Other assets
Other assets are stated at the lower of cost and realizable value, including, if applicable, interest earned, monetary variations and foreign exchange variations incurred, less the provisions for losses and, if applicable, adjusted to present value.
f. Other liabilities
Other liabilities are stated at known or measurable amounts, including monetary variations and foreign exchange variations incurred. When applicable, other liabilities are recognized at present value, based on interest rates that reflect the term, currency, and risk of each transaction.
g. Statements of value added
The statement of value added (“DVA”) has been prepared using information obtained from the same accounting records used to prepare the financial statements and pursuant to the provisions of CPC 09 - Statement of Value Added. The first part of the DVA presents the wealth created by the Company, represented by revenues (gross sales revenue, including taxes levied thereon, other income and the effects of the allowance for expected credit losses), materials purchased from third parties (cost of sales and purchases of materials, energy and third-party services, including taxes levied at the time of the purchase, the effects of impairment and recovery of assets, and depreciation and amortization) and the value added received from third parties (share of profit of subsidiaries, joint ventures and associates, financial income and other income). The second part of the DVA presents the distribution of wealth among personnel, taxes, fees and contributions, and remuneration of third-party capital and remuneration of own capital. The statements of value added (“DVA”) are presented as an integral part of the financial statements as applicable to publicly traded companies in Brazil, according to Law 11,638/07, and as supplemental information for the IFRS Accounting Standards, which does not require the presentation of DVA.
h. Statements of cash flows
The Company and its subsidiaries present the interest paid on loans, financing, debentures, and leases payable in financing activities and present financial investments, net of redemptions in the investing activities and received dividends in the operating activities.
| 23 |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
Reclassifications
With the objective of increasing transparency of derivative financial instrument balances, enabling verification of the amounts in the statement of financial position and providing greater comparability between the years presented, we carried out reclassifications between line items as shown below:
|
|
|
Consolidated |
||||
|
|
|
Published |
|
|
|
Reclassified |
|
|
|
12/31/2024 |
|
Reclassification |
|
12/31/2024 |
|
Current assets (i) |
|
|
|
|
|
|
|
Financial investments, derivative instruments and other financial assets |
|
2,553,011 |
|
(2,553,011) |
|
- |
|
Financial investments and other financial assets |
|
- |
|
2,306,927 |
|
2,306,927 |
|
Derivative financial instruments |
|
- |
|
246,084 |
|
246,084 |
|
|
|
2,553,011 |
|
- |
|
2,553,011 |
|
Non-current assets (i) |
|
|
|
|
|
|
|
Financial investments, derivative instruments and other financial assets |
|
3,407,080 |
|
(3,407,080) |
|
- |
|
Financial investments and other financial assets |
|
- |
|
2,819,179 |
|
2,819,179 |
|
Derivative financial instruments |
|
- |
|
585,294 |
|
585,294 |
|
Other receivables and other assets |
|
114,469 |
|
2,607 |
|
117,076 |
|
|
|
3,521,549 |
|
- |
|
3,521,549 |
|
|
|
Published |
|
|
|
Reclassified |
|
|
|
12/31/2024 |
|
Reclassification |
|
12/31/2024 |
|
|
|
|
|
|
|
|
|
Current liabilities (ii) |
|
|
|
|
|
|
|
Loans, financing and derivative financial instruments |
|
3,175,017 |
|
(3,175,017) |
|
- |
|
Debentures |
|
377,743 |
|
(377,743) |
|
- |
|
Loans, financing and debentures |
|
- |
|
3,478,673 |
|
3,478,673 |
|
Derivative financial instruments |
|
- |
|
74,087 |
|
74,087 |
|
|
|
3,552,760 |
|
- |
|
3,552,760 |
|
|
|
|
|
|
|
|
|
Non-current liabilities (ii) |
|
|
|
|
|
|
|
Loans, financing and derivative financial instruments |
|
6,393,232 |
|
(6,393,232) |
|
- |
|
Debentures |
|
4,356,118 |
|
(4,356,118) |
|
- |
|
Loans, financing and debentures |
|
- |
|
10,381,837 |
|
10,381,837 |
|
Derivative financial instruments |
|
- |
|
367,513 |
|
367,513 |
|
|
|
10,749,350 |
|
- |
|
10,749,350 |
| (i) |
Financial investments that until the first quarter were disclosed together with derivative financial instrument assets are now disclosed under separate line items in the statement of financial position; |
| (ii) | Loans and financing that until the first quarter were disclosed under separate line items of debentures were consolidated and are now disclosed under the same line item; additionally, derivative financial instrument liabilities that were disclosed on a consolidated basis together with loans and financing are now disclosed under separate line items in the statement of financial position. |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
The Company evaluated and, when necessary, applied for the first time the new standards and interpretations issued by the International Accounting Standards Board (IASB) and the Brazilian Accounting Pronouncements Committee (“CPC”).
a. New accounting policies and changes in accounting policies
a.1 Accounting policies adopted
The following amendments to standards and guidance issued by the IASB and CPC effective on or after January 1, 2025 were evaluated and do not change the accounting practice adopted by the Company:
• OCPC 10 – Carbon Credits
• IAS 21/ CPC 02 – The Effects of Changes in Foreign Exchange Rates
a.2 Accounting policies not adopted
The following new standards, amendments to standards and interpretations of IFRS Accounting Standards issued by the International Accounting Standards - IASB were not adopted since they are not effective in the year ended December 31, 2025. The Company and its subsidiaries plan to adopt these new standards, amendments and interpretations, if applicable, when they become effective.
• IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments and Contracts Referencing Nature-dependent Electricity
• IFRS 18/ CPC 51 – Presentation and Disclosure in Financial Statements
• IFRS 19 – Subsidiaries without Public Accountability
Accounting policy
Cash and cash equivalents comprise bank balances and short-term financial investments with maturities of up to 90 days, readily convertible into known amounts of cash and subject to an insignificant risk of change in value. Cash equivalents are held for the purpose of meeting short-term cash commitments.
Investments that do not fall under the classification of cash and cash equivalents are presented as financial investments in a separate line item in the statements of financial position.
Cash equivalents and financial investments, excluding cash and bank deposits, are substantially represented by investments: (i) in Brazil, in certificates of deposit of financial institutions linked to interest rate of the Interbank Deposits (“DI”), in repurchase agreement, financial bills, private securities and in short-term investment funds, whose portfolio is comprised of Brazilian Federal Government bonds and certificates of deposit of financial institutions and financial investments composed of a fixed-income component indexed to the DI rate and a variable component represented by financial instruments whose characteristics meet the criteria for compensation set forth in CPC 39 / IAS 32, resulting in the presentation of a net financial asset, and; (ii) outside Brazil, in certificates of deposit of financial institutions and in short-term investment funds, whose portfolio is comprised of Federal Government bonds.
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
a. Cash and cash equivalents
|
|
Parent |
|
Consolidated |
||||
|
|
12/31/2025 |
|
12/31/2024 |
|
12/31/2025 |
|
12/31/2024 |
|
Cash and banks |
|
|
|
|
|
|
|
|
In local currency |
289 |
|
120 |
|
432,604 |
|
211,047 |
|
In foreign currency |
‐ |
|
‐ |
|
409,691 |
|
194,793 |
|
Financial investments considered cash equivalents |
|
|
|
|
|
|
|
|
Securities and funds |
|
|
|
|
|
|
|
|
In local currency |
41,856 |
|
4,066 |
|
1,622,908 |
|
1,286,152 |
|
In foreign currency |
‐ |
|
‐ |
|
709,922 |
|
379,601 |
|
Total cash and cash equivalents |
42,145 |
|
4,186 |
|
3,175,125 |
|
2,071,593 |
b. Financial investments
|
|
Parent |
|
Consolidated |
||||
|
|
12/31/2025 |
|
12/31/2024 |
|
12/31/2025 |
|
12/31/2024 |
|
Financial investments |
|
|
|
|
|
|
|
|
Securities and funds |
|
|
|
|
|
|
|
|
In local currency (a) |
1,417,728 |
|
320,101 |
|
3,311,585 |
|
2,271,980 |
|
In foreign currency (b) |
‐ |
|
‐ |
|
2,921,770 |
|
2,854,126 |
|
Total financial investments |
1,417,728 |
|
320,101 |
|
6,233,355 |
|
5,126,106 |
|
Current |
6,515 |
|
20,100 |
|
3,851,758 |
|
2,306,927 |
|
Non-current |
1,411,213 |
|
300,001 |
|
2,381,597 |
|
2,819,179 |
| (a) |
As of December 31, 2025, the Parent Company balance comprises (i) commercial notes in the amount of R$ 306,009 and (ii) financial instruments offset with the same counterparty, presented net of financial liabilities measured at fair value in the amount of (93,500). The Consolidated Company balance comprises (i) financial bills and indexed-rate Brazilian Federal Government bonds totaling R$ 1,433,475 and (ii) the remaining amount, which substantially corresponds to financial instruments offset with the same counterparty, presented net of financial liabilities measured at fair value in the amount of (174,643). |
| (b) | Refers substantially to financial investments made by subsidiary Ultrapar International in Time Deposits. |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
Accounting policy
Trade receivables represent amounts receivable for the sale of products and services provided by the Company’s subsidiaries and are recorded at the nominal value invoiced on the date of sale.
Reseller financing is provided to promote the renovation and upgrading of service stations, purchase of products and development of the automotive fuels and lubricants distribution market. The amounts are financed with an average payment term of 12 to 60 months, subject to interest and monetary variation. Remeasurement is carried out at a market rate for working capital loans and is recognized in the financial result.
Expected credit losses are measured in accordance with the IFRS 9 simplified approach, using a provision matrix based on expected losses for the full balance of trade receivables, considering the probability of default. The loss allowance for expected credit losses considers the expected losses for the next 12 months, which includes the deterioration or improvement of the customers’ credit quality, considering the customers’ characteristics in each business segment. Loss rates are determined by the average of advances of receivables through stages of default until full write-off. This calculation includes the credit risk score for each exposure, based on predictive data and credit assessment experience.
The amount of the expected credit losses is deemed by management to be sufficient to cover any loss on realization of trade receivables.
a. Trade receivables and reseller financing
|
Trade receivables |
12/31/2025 |
|
12/31/2024 |
|
Domestic customers |
3,946,459 |
|
3,885,310 |
|
Domestic customers - related parties (see Note 8) |
6,449 |
|
301 |
|
Foreign customers |
133,961 |
|
19,032 |
|
Foreign customers - related parties (see Note 8) |
2,839 |
|
8,361 |
|
|
4,089,708 |
|
3,913,004 |
|
(-) Allowance for expected credit losses |
(352,472) |
|
(345,735) |
|
Total - trade receivables of customers |
3,737,236 |
|
3,567,269 |
|
Current |
3,703,954 |
|
3,540,266 |
|
Non-current |
33,282 |
|
27,003 |
|
|
|
|
|
|
Reseller financing |
12/31/2025 |
|
12/31/2024 |
|
Reseller financing |
1,508,373 |
|
1,404,883 |
|
(-) Allowance for expected credit losses |
(134,353) |
|
(126,859) |
|
Total – reseller financing |
1,374,020 |
|
1,278,024 |
|
Current |
573,093 |
|
511,979 |
|
Non-current |
800,927 |
|
766,045 |
| 27 |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
b. Allowance for expected credit losses – trade receivables and reseller financing
Movements in the allowance for expected credit losses of trade receivables and reseller financing are as follows:
|
|
Trade receivables |
|
Reseller financing |
|
Total |
|
Balance as of December 31, 2023 |
334,467 |
|
134,383 |
|
468,850 |
|
Additions |
114,691 |
|
31,931 |
|
146,622 |
|
Reversals |
(85,549) |
|
(37,126) |
|
(122,675) |
|
Write-offs |
(17,874) |
|
(2,329) |
|
(20,203) |
|
Balance as of December 31, 2024 |
345,735 |
|
126,859 |
|
472,594 |
|
Additions |
201,054 |
|
113,550 |
|
314,604 |
|
Reversals |
(163,238) |
|
(97,417) |
|
(260,655) |
|
Write-offs |
(47,994) |
|
(8,639) |
|
(56,633) |
|
Opening balance – acquisition of subsidiaries (i) |
16,915 |
|
‐ |
|
16,915 |
|
Balance as of December 31, 2025 |
352,472 |
|
134,353 |
|
486,825 |
| (i) | The total amounts of acquisitions made by the Company are substantially related to Hidrovias do Brasil (see Note 28.b). |
The table below presents information on credit risk exposure, resulting from balances of trade receivables and reseller financing.
|
|
12/31/2025 |
|
12/31/2024 |
||||||||
|
|
Weighted average rate of expected losses |
|
Gross accounting balance |
|
Allowance for expected credit losses |
|
Weighted average rate of expected losses |
|
Gross accounting balance |
|
Allowance for expected credit losses |
|
Current |
0.51% |
|
4,492,797 |
|
23,081 |
|
0.55% |
|
4,289,620 |
|
23,517 |
|
Less than 30 days |
1.57% |
|
132,614 |
|
2,082 |
|
3.14% |
|
141,756 |
|
4,452 |
|
31-60 days |
8.06% |
|
33,539 |
|
2,702 |
|
20.26% |
|
40,402 |
|
8,186 |
|
61-90 days |
13.17% |
|
25,671 |
|
3,380 |
|
14.96% |
|
27,360 |
|
4,093 |
|
91-180 days |
21.73% |
|
71,225 |
|
15,480 |
|
30.37% |
|
57,289 |
|
17,396 |
|
More than 180 days |
52.25% |
|
842,235 |
|
440,100 |
|
54.49% |
|
761,460 |
|
414,950 |
|
|
|
|
5,598,081 |
|
486,825 |
|
|
|
5,317,887 |
|
472,594 |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
Accounting policy
Inventories are stated at the lower of cost and net realizable value, and estimates of net realizable value are based on the average selling prices at the end of the reporting period, net of applicable direct selling expenses. The costs are measured using the weighted average cost and include the costs of acquisition and processing directly and indirectly related to the units produced based on the normal capacity of production.
At the reporting date, the net realizable value of inventories is assessed and subsequent events related to price and cost fluctuations are considered, if relevant, and a provision for losses on obsolete or slow-moving inventories may be recognized. Write-offs and reversals are recognized as "Cost of goods sold and services rendered". This classification is made by management with the support of the industrial and operations teams.
|
|
|
12/31/2025 |
|
12/31/2024 |
|
Fuels, lubricants and greases |
|
3,395,951 |
|
3,009,100 |
|
Raw materials |
|
313,445 |
|
373,544 |
|
Purchase for future delivery (1) |
|
102,985 |
|
255,001 |
|
Consumable materials and other items for resale |
|
292,054 |
|
129,539 |
|
Liquefied petroleum gas - LPG |
|
120,537 |
|
128,098 |
|
Properties for resale |
|
19,192 |
|
21,794 |
|
|
|
4,244,164 |
|
3,917,076 |
| (1) | Refers substantially to ethanol, biodiesel and advances for fuel acquisition. |
|
|
12/31/2025 |
|
12/31/2024 |
|
Opening balance |
3,920 |
|
7,031 |
|
Addition to provision for obsolescence and other losses |
4,191 |
|
- |
|
Reversal of provision for obsolescence and other losses |
(2,386) |
|
(4,791) |
|
Addition to provision for adjustment to realizable value |
8,104 |
|
1,680 |
|
Reversal of provision for adjustment to realizable value |
(1,428) |
|
- |
|
Closing balance |
12,401 |
|
3,920 |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
a. Recoverable taxes
Recoverable taxes are substantially represented by credits of Tax on Goods and Services (“ICMS”, the Brazilian VAT), Contribution for Social Security Financing (“COFINS”) and Social Integration Program (“PIS”).
|
|
12/31/2025 |
|
12/31/2024 |
|
ICMS - State VAT (a.1) |
1,394,916 |
|
1,416,708 |
|
PIS and COFINS - Federal VAT (a.2) |
3,863,682 |
|
3,172,417 |
|
Others |
144,643 |
|
101,152 |
|
Total |
5,403,241 |
|
4,690,277 |
|
Current |
1,685,426 |
|
2,040,008 |
|
Non-current |
3,717,815 |
|
2,650,269 |
a.1 The recoverable ICMS net of provision for losses is substantially related to the following operations:
Tax credits are recognized mainly of the following nature: a) transactions of inputs and outputs of products subject to taxation of the own ICMS; b) interstate outflows of oil-related products, whose ICMS was prepaid by the supplier (Petrobras); c) credits for refunds of the ICMS-ST (tax substitution) overpaid when the estimated calculation basis used is higher than that of the actual operation performed.
In 2023, with the enactment of Supplementary Law 192/22, the single-phase ICMS levy on LPG, diesel, biodiesel, gasoline and anhydrous ethanol became effective. Due to the advent of this new calculation modality, the subsidiaries have stopped generating credits related to the refunds of ICMS-ST (tax substitution).
The amounts of recoverable ICMS are realized through the Company’s own operations subject to taxes, being a revolving credit, which means that the credits are monthly offset against the tax payable on sales and new credits are generated by the acquisition of inputs, as well as by the State's refund on tax substitution operations. Management estimates the realization of the credits classified in non-current assets within a term of up to 5 years.
|
|
12/31/2025 |
|
Up to 1 year |
384,458 |
|
From 1 to 2 years |
462,422 |
|
From 2 to 3 years |
304,872 |
|
From 3 to 5 years |
208,721 |
|
Above 5 years |
34,443 |
|
Total recoverable ICMS, net of provision |
1,394,916 |
The provision for ICMS losses, in the amount of R$ 16,902 (R$ 17,116 as of December 31, 2024), relates to tax credit of the subsidiaries whose amounts are not included within the term determined by its internal policies of provisioning.
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
a.2 The recoverable PIS and COFINS are substantially related to:
ICMS in the PIS and COFINS calculation basis - The balance of PIS and COFINS includes credits recorded under Laws 10,637/02 and 10,833/03, as well as amounts arising from a STF’s favorable decision (Theme 69) regarding the exclusion of ICMS from the PIS and COFINS calculation basis.
In the year ended December 31, 2025, the Company, through its subsidiary Ipiranga, recognized effects from tax credits of R$ 1,152,890 (R$ 672,572 under “other operating income (expenses) and R$ 480,318 under “financial income”), relating to the periods from November 2008 to December 2024, arising from supplementary calculations (specific regime operations) related to final and unappealable decisions of lawsuits.
Supplementary Law 192 - On March 11, 2022 Supplementary Law (“LC” 192/22”) was published to reduce the tax burden of the fuel supply chain. Art. 9 of said law established the reduction of the PIS and COFINS tax rates levied on diesel, biodiesel and LPG to zero through December 31, 2022, ensuring at the same time the maintenance of credits taken across the whole supply chain up to September 21, 2022 (90 days after the publication of LC 194/22 that restricted the right to take credits on taxpayers), when it became effective.
The Company, through its subsidiaries, has credits in the amount of R$ 814,319 (R$ 1,686,836 as of December 31, 2024) from the LC 192/22. These credits were recorded considering the expectation of realization by the Company within a 5-year period from the date of generation, period in which the Company has the ability to use these credits. The estimated realization is updated annually considering the estimated future results.
Management estimates the realization of these credits within up to 5 years from the constitution date, as follows:
|
|
12/31/2025 |
|
Up to 1 year |
1,156,563 |
|
From 1 to 2 years |
920,585 |
|
From 2 to 3 years |
713,582 |
|
From 3 to 5 years |
1,072,952 |
|
Total recoverable PIS and COFINS |
3,863,682 |
b. Recoverable income and social contribution taxes
Relates to IRPJ and CSLL to be recovered by the Company and its subsidiaries, arising from the tax advances of previous years, as well as referring to lawsuits on the non-levy of IRPJ and CSLL on the monetary variation (SELIC) in the repetition of undue payments. The Company, through its subsidiaries, has a recoverable IRPJ and CSLL balance of R$ 664,056, of which R$ 317,963 recorded as current and R$ 346,093 recorded as non-current (R$ 498,067, of which R$ 151,930 recorded as current and R$ 346,137 recorded as non-current as of December 31, 2024). Management estimates the realization of these credits within up to 5 years.
| 31 |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
a. Parent
|
|
Assets |
|
Liabilities |
||||
|
|
12/31/2025 |
|
12/31/2024 |
|
12/31/2025 |
|
12/31/2024 |
|
Transactions with joint ventures |
|
|
|
|
|
|
|
|
Química da Bahia Indústria e Comércio S.A. |
‐ |
|
‐ |
|
2,875 |
|
2,875 |
|
|
|
|
|
|
|
|
|
|
Transactions with subsidiaries |
|
|
|
|
|
|
|
|
Ipiranga Produtos de Petróleo S.A. |
55,930 |
|
50,548 |
|
408 |
|
431 |
|
Cia Ultragaz S.A. |
30,399 |
|
28,588 |
|
‐ |
|
1,761 |
|
Ultracargo Logística S.A. |
315,348 |
|
313,873 |
|
240 |
|
‐ |
|
Eaí Clube Automobilista S.A. |
912 |
|
1,008 |
|
87 |
|
78 |
|
Hidrovias do Brasil S.A. |
5,118 |
|
‐ |
|
388 |
|
‐ |
|
am/pm Comestíveis Ltda. |
3,901 |
|
5,079 |
|
421 |
|
19 |
|
Others |
1,822 |
|
966 |
|
‐ |
|
11 |
|
Total |
413,430 |
|
400,062 |
|
4,419 |
|
5,175 |
|
|
|
|
|
|
|
|
|
|
Other receivables/payables |
97,914 |
|
86,973 |
|
1,433 |
|
2,300 |
|
Trade payables |
‐ |
|
‐ |
|
111 |
|
‐ |
|
Related parties |
7,524 |
|
7,076 |
|
2,875 |
|
2,875 |
|
Financial investments (1) |
307,992 |
|
306,013 |
|
‐ |
|
‐ |
| (1) | Refers to funds released to subsidiary Ultracargo Logística S.A. |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
b. Consolidated
Balances and transactions between the Company and its subsidiaries have been eliminated in consolidation and are not disclosed in this Note. The balances and transactions between the Company and its subsidiaries with other related parties are highlighted below:
|
|
Assets |
|
Liabilities |
|
Operating result - Sales/(Purchases) |
||||||
|
|
12/31/2025 |
|
12/31/2024 |
|
12/31/2025 |
|
12/31/2024 |
|
12/31/2025 |
|
12/31/2024 |
|
Transactions with subsidiaries and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
Refinaria de Petróleo Riograndense S.A. |
2 |
|
‐ |
|
11,156 |
|
9,846 |
|
(726,418) |
|
(457,885) |
|
Latitude Logística Portuária S.A. |
4,620 |
|
10,862 |
|
49 |
|
‐ |
|
‐ |
|
‐ |
|
Navegantes Logística Portuária S.A. |
90,850 |
|
29,406 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
Hidrovias do Brasil S.A. |
‐ |
|
416 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
Obrinel S.A. |
1,618 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
Others |
11,349 |
|
7,943 |
|
3,968 |
|
2,875 |
|
419 |
|
851 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with other related parties |
|
|
|
|
|
|
|
|
|
|
|
|
Chevron Oronite Brasil Ltda. (1) |
2,847 |
|
‐ |
|
34,460 |
|
13,434 |
|
(241,586) |
|
(195,925) |
|
Chevron Products Company (1) |
‐ |
|
‐ |
|
188,578 |
|
159,432 |
|
(638,568) |
|
(745,812) |
|
Others |
3,218 |
|
8,760 |
|
1,726 |
|
1,449 |
|
(228) |
|
(3,718) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
114,504 |
|
57,387 |
|
239,937 |
|
187,036 |
|
(1,606,381) |
|
(1,402,489) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables (Note 5) |
9,288 |
|
8,662 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
Other receivables |
20 |
|
416 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
Trade payables (Note 16) |
‐ |
|
‐ |
|
237,062 |
|
183,520 |
|
‐ |
|
‐ |
|
Related parties |
105,196 |
|
48,309 |
|
2,875 |
|
3,516 |
|
‐ |
|
‐ |
|
Sales and services provided |
‐ |
|
‐ |
|
‐ |
|
‐ |
|
49,972 |
|
21,125 |
|
Purchases |
‐ |
|
‐ |
|
‐ |
|
‐ |
|
(1,656,353) |
|
(1,423,614) |
| (1) |
Non-controlling shareholders and other related parties of Iconic. |
Purchase and sale transactions relate substantially to the purchase of raw materials, feedstock, transportation, and storage services based on prices and terms negotiated between the parties, with customers and suppliers with comparable operational performance.
c. Key executives
The Ultrapar’s compensation policy and practices are designed to align short and long-term interests with shareholders and the Company’s sustainability. The short and long-term variable compensation is linked to growth goals in results and generated economic value, aligned with shareholders’ interests. Variable compensation also directs the professionals’ focus to the strategic plan approved by the Board of Directors, and is linked to annual growth goals in financial results and priority matters for the Company.
The expenses for compensation of its key executives (Company’s directors and executive officers) are shown below:
|
|
12/31/2025 |
|
12/31/2024 |
|
Short-term compensation |
41,181 |
|
51,814 |
|
Stock compensation |
74,349 |
|
62,952 |
|
Post-employment benefits |
3,592 |
|
4,767 |
|
Total |
119,122 |
|
119,533 |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
d. Stock plan (Consolidated)
On April 19, 2017, the Ordinary and Extraordinary General Shareholders’ Meeting (“OEGM”) approved a share-based incentive plan (“2017 Plan”), which establishes the general terms and conditions for granting common shares issued by the Company and held in treasury, that may or may not involve the granting of usufruct of part of these shares for later transfer of the ownership of the shares, with vesting periods determined in each Program, to directors or employees of the Company or its subsidiaries.
As a result of the Plan approved in 2017, common shares representing at most 1% of the Company's share capital could be delivered to the participants, which corresponded, at the date of approval of this Plan, to 11,128,102 common shares.
At the OEGM held on April 19, 2023, the 2017 Plan was amended, permitting that, if the participant becomes a member of the Company's Board of Directors, thus ceasing to hold any other executive position, the right to receive ownership of the shares will be preserved, maintaining the conditions and other requirements established in the applicable programs and in each agreement.
The share-based incentive plan ("2023 Plan") establishes the general terms and conditions for the Company or its subsidiaries to grant common shares issued by them and held in treasury, to the Management, including the members of Ultrapar's Board of Directors, or employees of the Company or of companies under its direct or indirect control, that may involve the granting of usufruct for later transfer of the ownership of the shares, subject to the terms and conditions set forth in the 2023 Plan. In the case of members of the Board of Directors, the grants will be mandatorily linked to the remuneration approved by the shareholders at the Ordinary General Shareholders’ Meeting.
As a result of the 2023 Plan, common shares representing at most 5% of the Company's share capital may be delivered to the participants, which corresponded, at the date of approval of said Plan, to 55,760,215 common shares. Annually, a maximum of 1% of this limit may be used.
On June 23, 2025, Hidrovias’ Board of Directors approved the 2025 Plan, a long-term restricted share-based incentive plan to Management and eligible employees.
On July 1, 2025, the first batch of restricted shares was granted to eligible executives, with the transfer of ownership subject to vesting periods and to the other transfer restrictions set forth in the plan.
Executives participating in the New SOP (approved on December 29, 2023) opted to replace their stock option rights with the right to restricted shares as set forth in the 2025 Plan, subject to conditions approved by the Board of Directors. For further details, please see Note 20.3 to the financial statements for the year ended December 31, 2025 of subsidiary Hidrovias.
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
The table below summarizes the restricted and performance stock programs under the 2017 Plan and the 2023 Plan, and the 2025 Plan (Hidrovias):
|
Company |
Program |
Grant date |
Number of shares granted (Quantity) |
Vesting period |
Fair value of shares on the grant date (in R$) |
Total exercisable grant costs, including taxes (in R$ thousands) |
Accumulated recognized exercisable grant costs (in R$ thousands) |
Unrecognized exercisable grant costs (in R$ thousands) |
||
|
Ultrapar |
Restricted |
September 16, 2020 |
140,000 |
2026 |
23.03 |
5,464 |
(4,857) |
607 |
||
|
Ultrapar |
Restricted |
September 22, 2021 |
1,000,000 |
2027 |
14.17 |
24,093 |
(18,616) |
5,477 |
||
|
Ultrapar |
Restricted |
September 21, 2022 |
2,640,000 |
2032 |
12.98 |
64,048 |
(20,771) |
43,277 |
||
|
Ultrapar |
Restricted |
December 7, 2022 |
1,500,000 |
2032 |
13.47 |
37,711 |
(11,631) |
26,080 |
||
|
Ultrapar |
Restricted |
April 20, 2023 |
1,117,425 |
2026 |
14.50 |
30,418 |
(27,638) |
2,780 |
||
|
Ultrapar |
Performance |
April 20, 2023 |
1,146,186 |
2026 |
14.50 |
31,466 |
(28,687) |
2,779 |
||
|
Ultrapar |
Restricted |
September 20, 2023 |
3,700,000 |
2033 |
18.75 |
129,322 |
(30,220) |
99,102 |
||
|
Ultrapar |
Restricted |
April 17, 2024 |
3,444,789 |
2027 to 2029 |
26.94 |
175,894 |
(72,459) |
103,435 |
||
|
Ultrapar |
Restricted |
June 19, 2024 |
60,683 |
2027 |
21.47 |
2,468 |
(1,234) |
1,234 |
||
|
Ultrapar |
Restricted |
October 1, 2024 |
1,295,000 |
2034 |
23.10 |
55,785 |
(6,973) |
48,812 |
||
|
Ultrapar |
Restricted |
April 3, 2025 |
4,558,462 |
2027 to 2028 |
17.78 |
153,500 |
(31,076) |
122,424 |
||
|
Ultrapar |
Restricted |
November 13, 2025 |
750,000 |
2035 |
22.84 |
32,430 |
(541) |
31,889 |
||
|
|
21,352,545 |
|
|
742,599 |
(254,703) |
487,896 |
||||
|
Hidrovias |
Restricted |
July 1, 2025 |
1,244,523 |
2028 |
3.55 |
4,961 |
(828) |
4,133 |
||
|
1,244,523 |
4,961 |
(828) |
4,133 |
|||||||
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
|
For the year ended December 31, 2025 |
|
|
12/31/2025 |
|
|
Ultrapar |
|
Number of shares as of December 31, 2024 |
18,521,704 |
|
Ultrapar shares granted during the year |
5,351,177 |
|
Cancellation of Ultrapar shares due to termination of executive |
(209,432) |
|
Ultrapar shares transferred (vesting) |
(2,310,904) |
|
Number of shares as of December 31, 2025 |
21,352,545 |
| 12/31/2025 | |
| Hidrovias | |
| Number of shares as of December 31, 2024 | - |
| Hidrovias shares granted during the year | 1,244,523 |
| Number of shares as of December 31, 2025 | 1,244,523 |
The Company does not have shares that were not transferred after the period for transfer of the ownership of the shares. For the year ended December 31, 2025, an expense in the amount of R$ 142,814 was recognized in relation to the Plan (R$ 112,277 for the year ended December 31, 2024).
For all Ultrapar’s plans, settlements are made only with the delivery of treasury shares.
Accounting policy
Current and deferred income tax (“IRPJ”) and social contribution on net income tax (“CSLL”) are calculated based on their current rates. For the calculation of current IRPJ, the value of tax incentives is also considered. At the end of the fiscal year the portion of the profit corresponding to these investment grants is allocated to the constitution of a tax incentive reserve in subsidiaries’ equity and is excluded from the dividend calculation basis and subsequently capitalized. Taxes are recognized based on the rates of IRPJ and CSLL provided for by the laws enacted on the last day of the financial statements. The current rates in Brazil are 25% for IRPJ and 9% for CSLL.
Deferred IRPJ and CSLL are recognized when a temporary difference between the tax and accounting balances exists, given that tax credits and debits are not subject to the statute of limitations, and mainly result from provisions for differences between cash and accrual basis, tax loss carryforwards, leasing operations, negative bases and provisions for tax, civil, and labor risks. Deferred tax assets are sustained by the continued profitability of their operations.
For purposes of disclosure, deferred tax assets were offset against deferred tax liabilities, in the same taxable entity.
On December 27, 2024, Law 15,079 was published, which introduce the Additional of CSLL to adapt Brazilian legislation to the GloBE Rules, aligning the country to Pillar 2 of the BEPS of OECD. This guideline establishes a minimum global tax rate of 15% for multinationals with annual revenues exceeding €750 million.
In December 31, 2025, Management assessed the potential impacts of the new law and concluded that no relevant effects on the Company's financial statements are expected, considering its operational profile and actual level of taxes. The Company will continue to assess the complementary regulation and eventual international unfoldings.
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
a. Deferred income (IRPJ) and social contribution taxes (CSLL)
|
|
Parent |
|
Consolidated |
||||
|
|
12/31/2025 |
|
12/31/2024 |
|
12/31/2025 |
|
12/31/2024 |
|
Assets - Deferred income and social contribution taxes on: |
|
|
|
|
|
|
|
|
Provision for losses with assets |
- |
|
‐ |
|
43,763 |
|
41,467 |
|
Provisions for tax, civil and labor risks |
44,928 |
|
67,261 |
|
149,635 |
|
188,495 |
|
Provision for post-employment benefits |
604 |
|
516 |
|
73,698 |
|
76,166 |
|
Provision for differences between cash and accrual basis (i) |
32,910 |
|
‐ |
|
89,166 |
|
19,483 |
|
Goodwill |
- |
|
‐ |
|
32,747 |
|
10,317 |
|
Provision for asset retirement obligation |
- |
|
‐ |
|
12,593 |
|
13,472 |
|
Operating provisions |
4,841 |
|
4,366 |
|
61,311 |
|
60,120 |
|
Provision for profit sharing and bonus |
9,002 |
|
10,246 |
|
97,240 |
|
76,880 |
|
Leases payable |
2,253 |
|
2,961 |
|
583,232 |
|
499,988 |
|
Provision for deferred revenue |
- |
|
‐ |
|
710 |
|
450 |
|
Acquisition of shares from shareholders |
- |
|
- |
|
82,128 |
|
- |
|
Other temporary differences |
36,358 |
|
21,762 |
|
193,988 |
|
115,753 |
|
Tax losses and negative basis for social contribution carryforwards |
43,188 |
|
51,339 |
|
529,868 |
|
510,780 |
|
Total |
174,084 |
|
158,451 |
|
1,950,079 |
|
1,613,371 |
|
Offsetting liability balance |
(9,643) |
|
(15,821) |
|
(942,788) |
|
(676,430) |
|
Net balances presented in assets |
164,441 |
|
142,630 |
|
1,007,291 |
|
936,941 |
|
|
|
|
|
|
|
|
|
|
Liabilities - Deferred income and social contribution taxes on: |
|
|
|
|
|
|
|
|
Leases payable |
1,891 |
|
2,586 |
|
484,879 |
|
406,173 |
|
Provision for differences between cash and accrual basis (i) |
‐ |
|
‐ |
|
268,466 |
|
194,846 |
|
Change in fair value of subscription warrants |
2,127 |
|
7,611 |
|
2,127 |
|
7,611 |
|
Goodwill on investments |
‐ |
|
‐ |
|
28,480 |
|
28,771 |
|
Business combination - fair value of assets |
‐ |
|
‐ |
|
573,793 |
|
52,781 |
|
Provision for indemnification |
- |
|
- |
|
88,854 |
|
14,063 |
|
Other temporary differences |
5,624 |
|
5,624 |
|
134,086 |
|
105,010 |
|
Total |
9,642 |
|
15,821 |
|
1,580,685 |
|
809,255 |
|
Offsetting asset balance |
(9,642) |
|
(15,821) |
|
(942,788) |
|
(676,430) |
|
Net balances presented in liabilities |
‐ |
|
‐ |
|
637,897 |
|
132,825 |
| (i) | In the consolidated refers mainly to the income and social contribution taxes on foreign exchange variation of the derivative instruments. |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
Changes in the net balance of deferred IRPJ and CSLL are as follows:
|
|
Parent |
|
Consolidated |
|
Balance as of December 31, 2023 |
164,267 |
|
1,254,928 |
|
Deferred IRPJ and CSLL recognized in profit (loss) for the year |
(21,530) |
|
(360,953) |
|
Deferred IRPJ and CSLL recognized on company acquisition |
‐ |
|
(71,815) |
|
Deferred IRPJ and CSLL recognized in other comprehensive income |
(107) |
|
(18,178) |
|
Others |
‐ |
|
134 |
|
Balance as of December 31, 2024 |
142,630 |
|
804,116 |
|
Deferred IRPJ and CSLL recognized in profit (loss) for the year |
21,840 |
|
(8,892) |
|
Deferred IRPJ and CSLL recognized in profit (loss) for the year - discontinued operations |
- |
|
10,175 |
|
Deferred IRPJ and CSLL recognized on company acquisition (1) |
‐ |
|
74,730 |
|
Deferred IRPJ and CSLL recognized on business combinations |
‐ |
|
(581,271) |
|
Deferred IRPJ and CSLL recognized in equity |
(29) |
|
70,536 |
|
Balance as of December 31, 2025 |
164,441 |
|
369,394 |
| (1) | On May 8, 2025, the Company acquired the control and began to consolidate Hidrovias. For further details, see Note 28.b. |
The estimated recovery of the deferred tax assets relating to IRPJ and CSLL is shown as follows:
|
|
Parent |
|
Consolidated |
|
Up to 1 year |
76,660 |
|
683,751 |
|
1 to 2 years |
44,484 |
|
226,732 |
|
2 to 3 years |
10,607 |
|
432,317 |
|
3 to 5 years |
34,366 |
|
129,689 |
|
5 to 7 years |
3,381 |
|
153,036 |
|
Above 7 years |
4,586 |
|
324,554 |
|
Total deferred tax assets relating to IRPJ and CSLL |
174,084 |
|
1,950,079 |
The balances of R$ 174,084 in the parent and R$ 1,950,079 in the consolidated were supported by the technical study on taxable profit projections for the realization of deferred tax assets. The taxable profit projections from business plans of each segment of the Company which indicates trends and perspectives, demand effects, competition and other economic factors, and that represent management’s best estimate about the economic conditions existing during the period of realization of the deferred tax asset, were taken into account.
The main key assumptions used to calculate the realization of deferred tax assets are: growth in Gross Domestic Product (“GDP”), exchange rate, basic interest rate (SELIC) and DI, inflation rate and commodity price index.
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
b. Reconciliation of income and social contribution taxes in the statement of income
IRPJ and CSLL are reconciled to the statutory tax rates as follows:
|
|
Parent |
|
Consolidated |
||||
|
|
12/31/2025 |
|
12/31/2024 |
|
12/31/2025 |
|
12/31/2024 |
|
Income before taxes |
2,578,477 |
|
2,397,487 |
|
3,811,909 |
|
4,011,517 |
|
Statutory tax rates - % |
34 |
|
34 |
|
34 |
|
34 |
|
Income and social contribution taxes at the statutory tax rates |
(876,682) |
|
(815,146) |
|
(1,296,049) |
|
(1,363,916) |
|
Adjustment to the statutory income and social contribution taxes: |
|
|
|
|
|
|
|
|
Nondeductible expenses |
(2,742) |
|
(2,973) |
|
(65,891) |
|
(14,729) |
|
Nontaxable revenues (i) |
617 |
|
418 |
|
231,440 |
|
26,755 |
|
Adjustment to estimated income |
‐ |
|
‐ |
|
13,887 |
|
1,807 |
|
Unrecorded deferred income and social contribution tax loss carryforwards |
‐ |
|
(25,884) |
|
(134,489) |
|
(205,794) |
|
Share of profit (loss) of subsidiaries, joint ventures and associates |
866,984 |
|
809,203 |
|
(22,612) |
|
(44,090) |
|
Interest on equity between subsidiaries |
‐ |
|
‐ |
|
12,715 |
|
35,901 |
|
Difference of rate in the measurement of taxes (ii) |
‐ |
|
‐ |
|
39,062 |
|
‐ |
|
Other adjustments |
8,352 |
|
(365) |
|
56,918 |
|
(15,861) |
|
Income and social contribution taxes before tax incentives |
(3,471) |
|
(34,747) |
|
(1,165,019) |
|
(1,579,927) |
|
Tax incentives – SUDENE (iii) |
- |
|
‐ |
|
101,330 |
|
94,310 |
|
Income and social contribution taxes in the statement of income |
(3,471) |
|
(34,747) |
|
(1,063,689) |
|
(1,485,617) |
|
Current |
(25,311) |
|
(13,217) |
|
(1,054,797) |
|
(1,124,664) |
|
Deferred |
21,840 |
|
(21,530) |
|
(8,892) |
|
(360,953) |
|
Effective IRPJ and CSLL rates - % |
0.1 |
|
1.4 |
|
27.9 |
|
37.0 |
| (i) |
Consist of gains and income not taxable under applicable tax legislation and amounts related to non-taxation of the income and social contribution taxes on the monetary variation (SELIC). |
| (ii) | Refers to differences in applicable tax rates in the countries where the Company's subsidiaries operate. |
| (iii) | Certain subsidiaries have the benefit of income tax reduction for belonging to the sectors of the economy considered priority for the subsidized areas, with a 75% decrease in the income tax basis. |
| 39 |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
c. Tax losses and negative basis for social contribution carryforwards
As of December 31, 2025, the Company and certain subsidiaries had tax loss carryforwards related to income tax (IRPJ) and social contribution (CSLL), whose annual offsets are limited to 30% of taxable income in a given tax year, and do not expire.
The balances comprising deferred taxes related to income tax loss carryforwards and negative basis of social contribution are as follows:
|
|
12/31/2025 |
|
12/31/2024 |
|
Oil Trading |
68,920 |
|
77,155 |
|
Ultrapar |
43,188 |
|
51,339 |
|
Ipiranga |
300,409 |
|
300,409 |
|
Ultracargo Soluções Logística |
42,808 |
|
33,553 |
|
Hidrovias do Brasil – Holding S.A |
29,149 |
|
‐ |
|
Others |
45,394 |
|
48,324 |
|
|
529,868 |
|
510,780 |
The balances which are not constituted of deferred taxes related to income tax loss carryforwards and negative basis of social contribution are as follows:
|
|
12/31/2025 |
|
12/31/2024 |
|
Neogás |
45,143 |
|
45,286 |
|
Integra Frotas |
33,730 |
|
18,927 |
|
Stella |
33,073 |
|
15,686 |
|
Millennium |
14,440 |
|
11,650 |
|
Abastece aí |
156,570 |
|
126,900 |
|
Hidrovias do Brasil – Holding S.A |
139,914 |
|
‐ |
|
Hidrovias do Brasil – Administração Portuária de Santos |
40,005 |
|
‐ |
|
Others |
9,897 |
|
6,374 |
|
|
472,772 |
|
224,823 |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
Refers to exclusivity rights reimbursements of Ipiranga’s agreements with reseller service stations that are recognized at the time of their occurrence and amortized according to the conditions established in the agreement. Amortizations are recognized in profit or loss as reductions of sales revenue.
Changes are shown below:
|
|
12/31/2025 |
|
12/31/2024 |
|
Opening balance |
2,131,902 |
|
2,262,508 |
|
Additions |
522,960 |
|
424,477 |
|
Amortization |
(469,766) |
|
(555,083) |
|
Closing balance |
2,185,096 |
|
2,131,902 |
|
Current |
666,109 |
|
658,571 |
|
Non-current |
1,518,987 |
|
1,473,331 |
Accounting policy
Investments in subsidiaries are accounted for under the equity method of accounting in the parent’s individual financial statements. A subsidiary is an investee in which the investor is entitled to variable returns on investment and has the ability to interfere in its financial and operational activities.
Investments in associates and joint ventures are accounted for under the equity method of accounting in the financial statements. An associate is an investment in which an investor has significant influence, that is, has the power to participate in the financial and operating decisions of the investee but does not exercise control. A joint venture is an investment in which the shareholders have the right to net assets on behalf of a joint control. Joint control is the agreement which establishes that decisions about the relevant activities of the investee require the consent from the parties that share control.
Other investments are stated at acquisition cost less provision for losses, unless the loss is considered temporary.
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
The table below presents the positions of equity and income (loss) for the year by company:
|
|
|
|
|
|
Parent |
||||
|
|
Equity |
Income (loss) for the year |
Interest in share capital - % |
|
Investment (Provision for loss on investment) |
|
Share of profit (loss) of subsidiaries, joint ventures and associates |
||
|
|
|
12/31/2025 |
12/31/2024 |
|
12/31/2025 |
12/31/2024 |
|||
|
Subsidiaries |
|
|
|
|
|
|
|
|
|
|
Ultra Logística Ltda. (i) |
2,166,745 |
(37,524) |
100.00 |
|
2,166,745 |
3,266,345 |
|
(37,524) |
253,128 |
|
Ultrapar International S.A. |
(58,094) |
10,435 |
100.00 |
|
(58,094) |
(68,530) |
|
10,435 |
(13,680) |
|
UVC |
‐ |
‐ |
‐ |
|
‐ |
‐ |
|
‐ |
(4,112) |
|
Ultragaz Participações Ltda. |
‐ |
‐ |
- |
|
‐ |
‐ |
|
‐ |
372,263 |
|
Ultracargo Logística Ltda |
1,225,224 |
196,067 |
99.92 |
|
1,224,232 |
‐ |
|
195,909 |
‐ |
|
Companhia Ultragaz S.A. |
1,131,030 |
626,643 |
99.99 |
|
1,130,862 |
1,106,687 |
|
626,551 |
513,890 |
|
UVC Investimentos Ltda. |
90,366 |
(4,399) |
100.00 |
|
90,366 |
47,702 |
|
(4,399) |
516 |
|
Imaven Imóveis Ltda. |
89,645 |
2,171 |
100.00 |
|
89,645 |
64,917 |
|
2,171 |
3,121 |
|
Ultra Mobilidade S.A. (*) |
9,276,372 |
1,833,442 |
100.00 |
|
9,276,372 |
10,407,480 |
|
1,833,442 |
1,282,578 |
|
EAI Clube Automobilista S/A |
5,238 |
1,007 |
100.00 |
|
5,238 |
‐ |
|
1,007 |
‐ |
|
Joint ventures |
|
|
|
|
|
|
|
|
|
|
Química da Bahia Indústria e Comércio S.A. |
7,998 |
1,327 |
50.00 |
|
3,999 |
3,319 |
|
663 |
(158) |
|
Refinaria de Petróleo Riograndense S.A. (ii) |
(219,695) |
(235,921) |
33.14 |
|
(72,803) |
2,016 |
|
(78,303) |
(27,537) |
|
|
|
|
|
|
|
|
|
|
|
|
Total (A) |
|
|
|
|
13,856,562 |
14,829,936 |
|
2,549,952 |
2,380,009 |
|
Total provision for loss on investment (B) |
|
|
|
|
(130,897) |
(68,530) |
|
|
|
|
Total investments (A-B) |
|
|
|
|
13,987,459 |
14,898,466 |
|
|
|
| (*) | Amounts adjusted for unrealized profits in equity and income for the year. |
| (i) | Balances are presented net of the effects of discontinued operations. For further details, see note 29. |
| (ii) | Investment considers capital loss balances of R$ 6,126 as of December 31, 2025 (R$ 9,666 as of December 31, 2024). |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
|
|
|
|
|
|
Consolidated |
||||
|
|
Equity |
Income (loss) for the year |
Interest in share capital - % |
|
Investment (Provision for loss on investment) |
|
Share of profit (loss) of subsidiaries, joint ventures and associates |
||
|
|
|
12/31/2025 |
12/31/2024 |
|
12/31/2025 |
12/31/2024 |
|||
|
Joint ventures |
|
|
|
|
|
|
|
|
|
|
União Vopak – Armazéns Gerais Ltda. |
(849) |
(1,389) |
50.00 |
|
(425) |
270 |
|
(695) |
(730) |
|
Refinaria de Petróleo Riograndense S.A. |
(219,695) |
(235,921) |
33.14 |
|
(72,803) |
2,015 |
|
(78,304) |
(27,537) |
|
Latitude Logística Portuária S.A. |
7,625 |
3,176 |
50.00 |
|
3,813 |
2,225 |
|
1,588 |
(3,777) |
|
Navegantes Logística Portuária S.A. |
(7,142) |
(29,234) |
33.33 |
|
(2,381) |
7,364 |
|
(9,745) |
(8,472) |
|
Nordeste Logística I S.A. |
9,454 |
(9,510) |
33.33 |
|
3,151 |
5,959 |
|
(3,170) |
(171) |
|
Nordeste Logística II S.A. |
53,525 |
(2,822) |
33.33 |
|
17,842 |
18,782 |
|
(940) |
1,566 |
|
Nordeste Logística III S.A. |
54,552 |
(422) |
33.33 |
|
18,184 |
18,330 |
|
(140) |
493 |
|
Química da Bahia Indústria e Comércio S.A. |
7,998 |
1,327 |
50.00 |
|
3,999 |
3,319 |
|
663 |
(159) |
|
Terminal de Combustíveis Paulínia S.A. ("Opla") |
168,095 |
7,068 |
50.00 |
|
84,047 |
59,694 |
|
3,534 |
4,162 |
|
Limday S.A. |
30,666 |
6,049 |
44.55 |
|
13,662 |
‐ |
|
2,695 |
‐ |
|
Obrinel S.A. |
205,810 |
51,073 |
49.00 |
|
100,847 |
‐ |
|
25,026 |
‐ |
|
Baden S.A. |
19,825 |
(1,737) |
50.00 |
|
9,912 |
‐ |
|
(869) |
‐ |
|
Other investments |
‐ |
‐ |
‐ |
|
436 |
281 |
|
‐ |
‐ |
|
Associates |
|
|
|
|
|
|
|
|
|
|
Hidrovias do Brasil S.A. (i) |
2,162,052 |
(247,290) |
44.51 |
|
‐ |
504,629 |
|
(96,480) |
(94,842) |
|
Transportadora Sulbrasileira de Gás S.A. |
14,559 |
2,928 |
25.00 |
|
3,640 |
3,498 |
|
733 |
1,704 |
|
Metalúrgica Plus S.A. |
(1,351) |
(306) |
33.33 |
|
(450) |
(349) |
|
(102) |
(91) |
|
Plenogás Distribuidora de Gás S.A. |
1,356 |
619 |
33.33 |
|
452 |
1,041 |
|
207 |
672 |
|
Other investments |
‐ |
‐ |
‐ |
|
37 |
41 |
|
‐ |
‐ |
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill on investments |
|
|
|
|
|
|
|
|
|
|
Terminal de Combustíveis Paulínia S.A. ("Opla") |
‐ |
‐ |
‐ |
|
117,306 |
117,306 |
|
‐ |
‐ |
|
Hidrovias do Brasil S.A. (i) |
‐ |
‐ |
‐ |
|
‐ |
775,044 |
|
‐ |
‐ |
|
Limday S.A. |
‐ |
‐ |
‐ |
|
7,390 |
‐ |
|
‐ |
‐ |
|
|
|
|
|
|
|
|
|
|
|
|
Fair value adjustment on investments |
|
|
|
|
|
|
|
|
|
|
Terminal de Combustíveis Paulínia S.A. ("Opla") |
‐ |
‐ |
‐ |
|
37,225 |
38,835 |
|
(1,611) |
(2,493) |
|
Concession Agreement - Baloto |
‐ |
‐ |
‐ |
|
4,163 |
‐ |
|
‐ |
‐ |
|
|
|
|
|
|
|
|
|
|
|
|
Advances for investments |
|
|
|
|
|
|
|
|
|
|
Advances for investments - Pão de Açúcar Group stations (ii) |
‐ |
‐ |
‐ |
|
59,403 |
90,000 |
|
‐ |
‐ |
|
Advances for investments - Virtu GNL (iii) |
‐ |
‐ |
‐ |
|
30,000 |
‐ |
|
‐ |
‐ |
|
Advances for investments - Blustone |
‐ |
‐ |
‐ |
|
5,872 |
‐ |
|
‐ |
‐ |
|
|
|
|
|
|
|
|
|
|
|
|
Advances for future capital increase |
|
|
|
|
|
|
|
|
|
|
Hidrovias do Brasil S.A. (i) |
‐ |
‐ |
‐ |
|
‐ |
500,000 |
|
‐ |
‐ |
|
|
|
|
|
|
|
|
|
|
|
|
Total (A) |
|
|
|
|
445,322 |
2,148,284 |
|
(157,610) |
(129,675) |
|
Total provision for loss on investment (B) |
|
|
|
|
(76,059) |
(349) |
|
|
|
|
Total investments (A-B) |
|
|
|
|
521,381 |
2,148,633 |
|
|
|
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
| (i) | On May 8, 2025, the Company acquired the control and began to consolidate Hidrovias. For further details, see Note 28.b. The percentage of interest presented in the note refers to the last percentage before the acquisition of control. |
| (ii) | The amount refers to the advance for the acquisition of Pão de Açúcar Group service stations by subsidiary Centro de Conveniências Millenium Ltda. |
| (iii) | The amount refers to the advance for the acquisition of a 37.5% interest in Virtu GNL Participações S.A by subsidiary UVC Investimentos Ltda. |
|
|
Consolidated |
|||||||
|
|
Proportion of interest in share capital and voting rights held by non-controlling interests |
|
Equity attributable to non-controlling interests |
|
Income allocated to non-controlling interests for the year |
|||
|
|
12/31/2025 |
12/31/2024 |
|
12/31/2025 |
12/31/2024 |
|
12/31/2025 |
12/31/2024 |
|
Subsidiaries |
% |
% |
|
|
|
|
|
|
|
Hidrovias do Brasil S.A. (i) |
41% |
- |
|
1,390,560 |
‐ |
|
(105,067) |
‐ |
|
Iconic Lubrificantes S.A. (i) |
44% |
44% |
|
407,379 |
484,986 |
|
137,810 |
135,428 |
|
Ultragaz Comercializadora de Energia Ltda. (i) |
48% |
48% |
|
148,927 |
116,249 |
|
47,363 |
25,082 |
|
Other investments |
- |
- |
|
117,479 |
63,491 |
|
7,949 |
2,650 |
|
|
|
|
|
2,064,345 |
664,726 |
|
88,055 |
163,160 |
| (i) | Considers the effects of allocation of fair value adjustments related to non-controlling interests. |
The summarized financial information of the associates and joint ventures relevant for the Company is presented below. The individual financial statements of these entities may differ from the financial information presented here, which is prepared considering Ultrapar's accounting policies and using the most recent financial information available.
|
|
Joint ventures |
||||||
|
|
RPR |
|
Opla |
|
Obrinel |
||
|
|
12/31/2025 |
12/31/2024 |
|
12/31/2025 |
12/31/2024 |
|
12/31/2025 |
|
Total assets |
671,468 |
1,069,063 |
|
231,208 |
182,810 |
|
788,270 |
|
Total liabilities |
891,163 |
1,062,982 |
|
63,113 |
63,422 |
|
582,460 |
|
Equity |
(219,695) |
6,081 |
|
168,095 |
119,388 |
|
205,810 |
|
Net revenue |
2,054,242 |
2,177,747 |
|
53,448 |
60,281 |
|
103,845 |
|
Net income (loss) for the year |
(235,921) |
(83,097) |
|
7,068 |
8,324 |
|
51,073 |
|
Number of shares or units held |
1,719,491 |
1,489 |
|
16,957,908 |
16,957,908 |
|
661,904,939 |
|
Interest in share capital - % |
33 |
50 |
|
50 |
50 |
|
49 |
Balances and changes in investments in subsidiaries, joint ventures and associates are as follows:
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
Balances and changes in investments in subsidiaries, joint ventures and associates are as follows:
|
|
Parent |
|
Consolidated |
||||||||||||||
|
|
Subsidiaries |
Joint ventures |
Total |
|
Joint ventures |
Associates |
Advances |
Advances for future capital increase |
Other investments |
Total |
|||||||
|
Balance as of December 31, 2023 (i) |
12,231,312 |
35,031 |
12,266,343 |
|
313,848 |
4,252 |
‐ |
‐ |
‐ |
318,100 |
|||||||
|
Share of profit (loss) of subsidiaries, joint ventures and associates (*) |
2,407,704 |
(27,695) |
2,380,009 |
|
(34,625) |
(92,557) |
‐ |
‐ |
‐ |
(127,182) |
|||||||
|
Amortization of fair value adjustments |
‐ |
‐ |
‐ |
|
(2,493) |
‐ |
‐ |
‐ |
‐ |
(2,493) |
|||||||
|
Dividends |
(1,169,912) |
‐ |
(1,169,912) |
|
‐ |
(1,196) |
‐ |
‐ |
‐ |
(1,196) |
|||||||
|
Equity instrument granted (ii) |
29,587 |
‐ |
29,587 |
|
‐ |
1,540 |
‐ |
‐ |
‐ |
1,540 |
|||||||
|
Accumulated other comprehensive income |
62,272 |
(2,427) |
59,845 |
|
(2,427) |
37,458 |
‐ |
‐ |
‐ |
35,031 |
|||||||
|
Tax incentive reserve |
5,699 |
‐ |
5,699 |
|
‐ |
- |
‐ |
‐ |
‐ |
- |
|||||||
|
Capital increase in cash |
1,124,230 |
‐ |
1,124,230 |
|
‐ |
42,985 |
‐ |
‐ |
‐ |
42,985 |
|||||||
|
Capital increase in shares |
133,552 |
‐ |
133,552 |
|
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|||||||
|
Capital decrease in shares |
‐ |
‐ |
‐ |
|
(522) |
‐ |
‐ |
‐ |
‐ |
(522) |
|||||||
|
Advances for investments - GPA stations |
‐ |
‐ |
‐ |
|
‐ |
‐ |
90,000 |
‐ |
‐ |
90,000 |
|||||||
|
Acquisition of shares of Hidrovias do Brasil S.A. |
‐ |
‐ |
‐ |
|
‐ |
647,201 |
‐ |
‐ |
‐ |
647,201 |
|||||||
|
Transfers of financial assets to investments (iii) |
‐ |
‐ |
‐ |
|
‐ |
645,333 |
‐ |
‐ |
‐ |
645,333 |
|||||||
|
Advance for future capital increase (iv) |
‐ |
‐ |
‐ |
|
‐ |
- |
‐ |
500,000 |
‐ |
500,000 |
|||||||
|
Other movements |
157 |
426 |
583 |
|
599 |
(1,112) |
‐ |
‐ |
‐ |
(513) |
|||||||
|
Balance as of December 31, 2024 (i) |
14,824,601 |
5,335 |
14,829,936 |
|
274,380 |
1,283,904 |
90,000 |
500,000 |
‐ |
2,148,284 |
|||||||
|
Share of profit (loss) of subsidiaries, joint ventures and associates (*) |
2,627,592 |
(77,640) |
2,549,952 |
|
(60,357) |
(95,642) |
‐ |
‐ |
‐ |
(155,999) |
|||||||
|
Amortization of fair value adjustments |
‐ |
‐ |
‐ |
|
(1,611) |
‐ |
‐ |
‐ |
‐ |
(1,611) |
|||||||
|
Dividends |
(3,395,567) |
‐ |
(3,395,567) |
|
(8,057) |
(591) |
‐ |
‐ |
‐ |
(8,648) |
|||||||
|
Equity instrument granted (ii) |
29,090 |
‐ |
29,090 |
|
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|||||||
|
Accumulated other comprehensive income |
8,082 |
1,061 |
9,143 |
|
1,061 |
7,722 |
‐ |
‐ |
‐ |
8,783 |
|||||||
|
Translation adjustments of foreign subsidiaries |
‐ |
‐ |
‐ |
|
(3,612) |
‐ |
‐ |
‐ |
(271) |
(3,883) |
|||||||
|
Advances for future capital increase and capital contribution |
728,824 |
‐ |
728,824 |
|
20,819 |
‐ |
‐ |
‐ |
‐ |
20,819 |
|||||||
|
Capital decrease |
(675,809) |
- |
(675,809) |
|
- |
- |
- |
- |
- |
- |
|||||||
|
Reclassification to assets held for sale(iii) |
(121,153) |
‐ |
(121,153) |
|
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|||||||
|
Acquisition of shares from shareholders |
(149,239) |
‐ |
(149,239) |
|
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|||||||
|
Advances for investments - GPA stations |
‐ |
‐ |
‐ |
|
‐ |
‐ |
(30,597) |
‐ |
‐ |
(30,597) |
|||||||
|
Advances for investments - Virtu GNL (iv) |
‐ |
‐ |
‐ |
|
‐ |
‐ |
30,000 |
‐ |
‐ |
30,000 |
|||||||
|
Advances for investments – Blustone |
‐ |
‐ |
‐ |
|
‐ |
‐ |
5,872 |
‐ |
‐ |
5,872 |
|||||||
|
Acquisition of shares – Eaí Clube Automobilista |
44,284 |
‐ |
44,284 |
|
‐ |
- |
‐ |
‐ |
‐ |
- |
|||||||
|
Acquisition of shares |
- |
- |
- |
|
- |
273,325 |
- |
- |
- |
273,325 |
|||||||
|
Acquisition of control of Hidrovias do Brasil S.A. (v) |
‐ |
‐ |
‐ |
|
117,276 |
(1,461,946) |
‐ |
(500,000) |
4,434 |
(1,840,236) |
|||||||
|
Other movements |
4,661 |
2,440 |
7,101 |
|
2,306 |
(3,093) |
‐ |
‐ |
‐ |
(787) |
|||||||
|
Balance as of December 31, 2025 (i) |
13,925,366 |
(68,804) |
13,856,562 |
|
342,205 |
3,679 |
95,275 |
‐ |
4,163 |
445,322 |
|||||||
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
| (*) | Adjusted for unrealized profits between subsidiaries. |
| (i) | Investments in subsidiaries, joint ventures and associates net of provision for loss on investment. |
| (ii) | Amounts refer to grants of long-term incentives in subsidiaries Ultra Mobilidade, Companhia Ultragaz, Ultracargo Logística and Ultra Logística. |
| (iii) | Reclassification of the portion of the investment attributed to the sale of the Cabotage operation of subsidiary Hidrovias, according to the opening balance of acquisition of control of Hidrovias. For further details, see Note 29. |
| (iv) | The amount refers to the advance for the acquisition of a 37.5% interest in Virtu GNL Participações S.A by subsidiary UVC Investimentos Ltda. |
| (v) | Amounts refer to the write-off of the investment in Hidrovias as an associate through the acquisition of control and consolidation that occurred on May 8, 2025. For further details, see Note 28.b. Additionally, due to the consolidation of Hidrovias, its joint ventures are now included in the consolidated in the amount of R$ 117,276. |
Accounting policy
The Company and its subsidiaries recognize in the statement of financial position right-of-use assets and the respective lease liabilities calculated at the present value of future lease payments, discounted by the Company’s incremental loan rate, plus the direct costs associated with the lease contract. Right-of-use assets include amounts related to port area leases grants.
The remeasurement of assets and liabilities based on the contractual index is recognized in the statement of financial position, not having an effect on the result. In case of cancellation of the contract, the assets and respective liabilities are written off to the result, considering, if it is the case, any penalties provided in contractual clauses. The Company and its subsidiaries have no intention of purchasing these assets.
The amortization expenses of right-of-use assets is recognized in the statement of income over the lease contract term. When the right-of-use asset is used in the construction of the property, plant, and equipment (“PP&E”), its amortization is capitalized until the asset under construction is completed. The liability is increased for interest and decreased by lease payments made. The interest is recognized in the statement of income using the effective interest rate method.
For short-term leases of 12 months or less and lease contracts of low-value assets, which do not have a purchase option at the end of the contract the Company and its subsidiaries recognize the lease expense in the statement of income as incurred over the lease term.
The Company and certain subsidiaries have leases, substantially related to: (i) Ipiranga: fuel stations and distribution bases; (ii) Ultragaz: points of sale and bottling bases; (iii) Ultracargo: port areas; (iv) Hidrovias: port areas and vessels and (v) Company: offices.
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
a. Right-of-use assets
|
|
Weighted average useful life (years) |
Balance as of December 31, 2024 |
Additions and remeasurement |
Write-offs |
Transfers (i) |
Translation adjustment |
Amortization |
Opening balance – Acquisition of subsidiaries (ii) |
Balance as of December 31, 2025 |
|||||||
|
Cost: |
|
|
|
|
|
|
|
|
|
|||||||
|
Real estate |
8 |
1,987,115 |
180,352 |
(261,618) |
(621,148) |
(270) |
‐ |
223,077 |
1,507,508 |
|||||||
|
Port areas |
28 |
343,739 |
36,014 |
(491) |
632,509 |
‐ |
‐ |
113,132 |
1,124,903 |
|||||||
|
Vehicles |
4 |
357,094 |
151,955 |
(88,722) |
(3,646) |
(53) |
‐ |
2,855 |
419,483 |
|||||||
|
Equipment |
2 |
33,645 |
28,523 |
(2,180) |
(23,960) |
‐ |
‐ |
21,448 |
57,476 |
|||||||
|
Vessels |
8 |
‐ |
‐ |
(52,220) |
7,848 |
(3,125) |
‐ |
129,300 |
81,803 |
|||||||
|
Others |
10 |
27,846 |
3,914 |
‐ |
21,499 |
‐ |
‐ |
‐ |
53,259 |
|||||||
|
|
|
2,749,439 |
400,758 |
(405,231) |
13,102 |
(3,448) |
‐ |
489,812 |
3,244,432 |
|||||||
|
Accumulated amortization: |
|
|
|
|
|
|
|
|
|
|||||||
|
Real estate |
‐ |
(823,733) |
‐ |
188,340 |
120,476 |
83 |
(169,104) |
(42,249) |
(726,187) |
|||||||
|
Port areas |
‐ |
(52,692) |
‐ |
480 |
(130,882) |
‐ |
(45,807) |
(38,755) |
(267,656) |
|||||||
|
Vehicles |
‐ |
(169,836) |
‐ |
70,925 |
6,300 |
9 |
(115,029) |
(927) |
(208,558) |
|||||||
|
Equipment |
‐ |
(6,007) |
‐ |
1,667 |
2,275 |
‐ |
(15,864) |
(15,346) |
(33,275) |
|||||||
|
Vessels |
‐ |
‐ |
‐ |
32,501 |
(5,612) |
1,707 |
(17,543) |
(60,604) |
(49,551) |
|||||||
|
Others |
‐ |
(25,847) |
‐ |
‐ |
(882) |
‐ |
(3,782) |
‐ |
(30,511) |
|||||||
|
|
|
(1,078,115) |
‐ |
293,913 |
(8,325) |
1,799 |
(367,129) |
(157,881) |
(1,315,738) |
|||||||
|
Right-of-use assets |
|
1,671,324 |
400,758 |
(111,318) |
4,777 |
(1,649) |
(367,129) |
331,931 |
1,928,694 |
| (i) | Refers to a transfer received from property, plant and equipment - construction in progress, in the amount of R$ 4,777. |
| (ii) | The total amounts of acquisitions made by the Company are substantially related to Hidrovias do Brasil (see Note 28.b). |
|
|
Weighted average useful life (years) |
Balance as of December 31, 2023 |
Additions and remeasurement (i) |
Write-offs |
Transfers (ii) |
Amortization |
Balance as of December 31, 2024 |
|||||
|
Cost: |
|
|
|
|
|
|
|
|||||
|
Real estate |
9 |
1,998,866 |
196,194 |
(207,945) |
‐ |
‐ |
1,987,115 |
|||||
|
Port areas |
32 |
314,964 |
2,025 |
‐ |
26,750 |
‐ |
343,739 |
|||||
|
Vehicles |
3 |
270,388 |
143,043 |
(56,337) |
‐ |
‐ |
357,094 |
|||||
|
Equipment |
3 |
38,278 |
5,958 |
(10,591) |
‐ |
‐ |
33,645 |
|||||
|
Others |
20 |
27,846 |
‐ |
‐ |
‐ |
‐ |
27,846 |
|||||
|
|
|
2,650,342 |
347,220 |
(274,873) |
26,750 |
‐ |
2,749,439 |
|||||
|
Accumulated amortization: |
|
|
|
|
|
|
|
|||||
|
Real estate |
‐ |
(753,198) |
‐ |
131,716 |
(4,402) |
(197,849) |
(823,733) |
|||||
|
Port areas |
‐ |
(44,620) |
‐ |
‐ |
- |
(8,072) |
(52,692) |
|||||
|
Vehicles |
‐ |
(109,967) |
‐ |
35,669 |
‐ |
(95,538) |
(169,836) |
|||||
|
Equipment |
‐ |
(5,184) |
‐ |
9,778 |
‐ |
(10,601) |
(6,007) |
|||||
|
Others |
‐ |
(25,847) |
‐ |
‐ |
‐ |
- |
(25,847) |
|||||
|
|
|
(938,816) |
‐ |
177,163 |
(4,402) |
(312,060) |
(1,078,115) |
|||||
|
Right-of-use assets |
|
1,711,526 |
347,220 |
(97,710) |
22,348 |
(312,060) |
1,671,324 |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
b. Leases payable
The changes in leases payable are shown below:
|
|
12/31/2025 |
|
12/31/2024 |
|
Opening balance |
1,485,152 |
|
1,523,934 |
|
Interest accrued |
153,247 |
|
133,767 |
|
Payments of leases and interest |
(480,722) |
|
(433,488) |
|
Additions and remeasurement |
400,758 |
|
342,332 |
|
Write-offs |
(104,637) |
|
(81,393) |
|
Opening balance - acquisition of subsidiaries (i) |
287,589 |
|
- |
|
Monetary variations and foreign exchange variations |
(1,754) |
|
- |
|
Closing balance |
1,739,633 |
|
1,485,152 |
|
|
|
|
|
|
Current |
343,725 |
|
316,460 |
|
Non-current |
1,395,908 |
|
1,168,692 |
| (i) | The total amounts of acquisitions made by the Company are substantially related to Hidrovias do Brasil (see Note 28.b). |
The undiscounted future cash outflows are presented below:
|
|
12/31/2025 |
|
12/31/2024 |
|
Up to 1 year |
483,696 |
|
355,336 |
|
1 to 2 years |
339,415 |
|
282,945 |
|
2 to 3 years |
265,036 |
|
240,984 |
|
3 to 4 years |
220,813 |
|
188,002 |
|
4 to 5 years |
172,465 |
|
158,559 |
|
More than 5 years |
1,246,359 |
|
891,997 |
|
Total |
2,727,784 |
|
2,117,823 |
The contracts of leases payable are substantially indexed by the IGP-M.
In compliance with the CVM’s requirement under Official Letter SNC/SEP 02/2019, the potential right to PIS/COFINS recoverable embedded in the lease consideration, calculated based on the 9.25% rate in accordance with Brazilian tax legislation, amounted to R$ 252,320 in nominal cash flow, and R$ 160,916 in present value cash flow for the year ended December 31, 2025.
b.1. Discount rates
The weighted nominal average discount rates for the lease contracts of the Company are:
|
Contracts by maturity date and discount rate |
|
|
Maturity dates of the contracts |
Rate (% p.a.) |
|
From 1 to 5 years |
11.78% |
|
From 6 to 10 years |
11.16% |
|
From 11 to 15 years |
10.95% |
|
More than 15 years |
10.56% |
c. Lease contracts of low-value assets and short-term leases
|
|
Up to 1 year |
Between 1 and 5 years |
Total |
||
|
12/31/2025 |
8,825 |
9,191 |
18,016 |
||
|
|
|
|
|
||
|
12/31/2024 |
8,022 |
2,637 |
10,659 |
The amount of leases considered as of low value, short term and variable payments, recognized as an expense for the year ended December 31, 2025 was R$ 13,336 (R$ 9,850 for the year ended December 31, 2024).
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
Accounting policy
Property, plant and equipment items are measured at acquisition or construction cost, which also includes costs directly attributable to bringing the asset to operating conditions, including borrowing costs on qualifying assets and non-recoverable taxes, as well as, when applicable, the estimated costs of dismantling and removing property, plant and equipment and restoring the site where the asset is located, less accumulated depreciation and impairment losses. The borrowing costs related to funds raised for construction in progress shall be capitalized until the completion of these projects.
Depreciation is calculated using the straight-line method, taking into consideration the estimated useful lives of the assets, which are reviewed annually. Leasehold improvements are depreciated over the shorter of the contract term and the useful life of the asset.
|
|
Weighted average useful life (years) |
Balance as of December 31, 2024 |
Additions |
Depreciation |
Transfers (i) |
Write-offs |
Translation adjustment |
Opening balance – acquisition of subsidiaries (ii) |
Balance as of December 31, 2025 |
|||||||
|
Cost: |
|
|
|
|
|
|
|
|
|
|||||||
|
Land |
- |
609,624 |
5,626 |
‐ |
455 |
(19,255) |
- |
204,984 |
801,434 |
|||||||
|
Buildings |
25 |
1,745,097 |
52,256 |
‐ |
90,162 |
(23,809) |
- |
737,124 |
2,600,830 |
|||||||
|
Leasehold improvements |
15 |
1,415,342 |
48,630 |
‐ |
114,368 |
(95,624) |
(2,416) |
239,373 |
1,719,673 |
|||||||
|
Machinery and equipment |
12 |
3,758,370 |
192,271 |
‐ |
663,739 |
(316,969) |
(1,351) |
696,873 |
4,992,933 |
|||||||
|
Automotive fuel/lubricant distribution equipment and facilities |
15 |
3,199,426 |
72,100 |
‐ |
206,998 |
(147,777) |
‐ |
1,976 |
3,332,723 |
|||||||
|
Push boats, barges, ships |
18 |
‐ |
25,597 |
‐ |
52,842 |
‐ |
(104,287) |
4,141,734 |
4,115,886 |
|||||||
|
LPG tanks and bottles |
8 |
1,085,787 |
88,927 |
‐ |
24,082 |
(44,668) |
‐ |
11,618 |
1,165,746 |
|||||||
|
Vehicles |
6 |
395,885 |
28,775 |
‐ |
2,458 |
(41,863) |
(17) |
31,099 |
416,337 |
|||||||
|
Furniture and fixtures |
9 |
221,572 |
17,835 |
‐ |
(3,438) |
(12,808) |
(15) |
5,141 |
228,287 |
|||||||
|
IT equipment |
5 |
321,250 |
23,822 |
‐ |
14,903 |
(23,891) |
(85) |
40,200 |
376,199 |
|||||||
|
Construction in progress |
- |
1,347,892 |
1,064,544 |
‐ |
(1,146,389) |
(5,909) |
(456) |
236,654 |
1,496,336 |
|||||||
|
Advances to suppliers |
- |
44,966 |
18,445 |
‐ |
(42,006) |
(7) |
‐ |
(59) |
21,339 |
|||||||
|
Imports in progress |
- |
3,128 |
4,565 |
‐ |
(3,128) |
‐ |
‐ |
‐ |
4,565 |
|||||||
|
|
|
14,148,339 |
1,643,393 |
‐ |
(24,954) |
(732,580) |
(108,627) |
6,346,717 |
21,272,288 |
|||||||
|
Accumulated depreciation: |
|
|
|
|
|
|
|
|
|
|||||||
|
Buildings |
‐ |
(558,622) |
‐ |
(93,027) |
(4,370) |
10,768 |
- |
(227,469) |
(872,720) |
|||||||
|
Leasehold improvements |
‐ |
(748,916) |
‐ |
(77,318) |
(216) |
92,438 |
921 |
(55,574) |
(788,665) |
|||||||
|
Machinery and equipment |
‐ |
(2,347,962) |
‐ |
(282,345) |
(466) |
306,344 |
264 |
(401,695) |
(2,725,860) |
|||||||
|
Automotive fuel/lubricant distribution equipment and facilities |
‐ |
(2,122,684) |
‐ |
(135,236) |
9,913 |
140,403 |
‐ |
(8) |
(2,107,612) |
|||||||
|
Push boats, barges, ships |
‐ |
‐ |
‐ |
(119,248) |
6 |
‐ |
33,528 |
(1,139,101) |
(1,224,815) |
|||||||
|
LPG tanks and bottles |
‐ |
(670,068) |
‐ |
(97,768) |
(7,968) |
38,451 |
‐ |
(1,076) |
(738,429) |
|||||||
|
Vehicles |
‐ |
(154,622) |
‐ |
(39,411) |
(1,206) |
9,328 |
19 |
(17,833) |
(203,725) |
|||||||
|
Furniture and fixtures |
‐ |
(142,493) |
‐ |
(16,614) |
(510) |
9,245 |
3 |
(1,362) |
(151,731) |
|||||||
|
IT equipment |
‐ |
(265,675) |
‐ |
(28,755) |
837 |
23,170 |
(79) |
(20,949) |
(291,451) |
|||||||
|
|
|
(7,011,042) |
‐ |
(889,722) |
(3,980) |
630,147 |
34,656 |
(1,865,067) |
(9,105,008) |
|||||||
|
Provision for impairment losses |
|
(1,331) |
‐ |
‐ |
‐ |
1,148 |
‐ |
‐ |
(183) |
|||||||
|
Property, plant and equipment, net |
|
7,135,966 |
1,643,393 |
(889,722) |
(28,934) |
(101,285) |
(73,971) |
4,481,650 |
12,167,097 |
| (i) | Refers to transfers of R$ 24,157 to intangible assets and R$ 4,777 to right-of-use assets. |
| (ii) | The total amounts of acquisitions made by the Company are substantially related to Hidrovias do Brasil (see Note 28.b). |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
|
|
Weighted average useful life (years) |
Balance as of December 31, 2023 |
Additions |
Depreciation |
Transfers |
Write-offs |
Acquisition of subsidiaries |
Balance as of December 31, 2024 |
||||||
|
Cost: |
|
|
|
|
|
|
|
|
||||||
|
Land |
- |
607,152 |
12,968 |
‐ |
5,073 |
(15,569) |
- |
609,624 |
||||||
|
Buildings |
31 |
1,646,996 |
8,904 |
‐ |
149,065 |
(61,770) |
1,902 |
1,745,097 |
||||||
|
Leasehold improvements |
15 |
1,292,998 |
37,867 |
‐ |
99,777 |
(15,300) |
- |
1,415,342 |
||||||
|
Machinery and equipment |
11 |
3,530,184 |
143,782 |
‐ |
99,603 |
(16,382) |
1,183 |
3,758,370 |
||||||
|
Automotive fuel/lubricant distribution equipment and facilities |
14 |
3,361,637 |
80,317 |
‐ |
70,966 |
(327,319) |
13,825 |
3,199,426 |
||||||
|
LPG tanks and bottles |
8 |
1,006,398 |
116,503 |
‐ |
- |
(37,114) |
- |
1,085,787 |
||||||
|
Vehicles |
8 |
371,434 |
111,735 |
‐ |
(29,884) |
(62,657) |
5,257 |
395,885 |
||||||
|
Furniture and fixtures |
8 |
212,640 |
12,649 |
‐ |
(154) |
(3,965) |
402 |
221,572 |
||||||
|
IT equipment |
5 |
318,721 |
12,259 |
‐ |
(5,950) |
(3,780) |
- |
321,250 |
||||||
|
Construction in progress |
- |
783,496 |
1,022,967 |
‐ |
(455,740) |
(2,831) |
‐ |
1,347,892 |
||||||
|
Advances to suppliers |
- |
32,557 |
19,834 |
‐ |
(6,558) |
(867) |
‐ |
44,966 |
||||||
|
Imports in progress |
- |
3,107 |
3,127 |
‐ |
(3,106) |
‐ |
‐ |
3,128 |
||||||
|
|
|
13,167,320 |
1,582,912 |
‐ |
(76,908) |
(547,554) |
22,569 |
14,148,339 |
||||||
|
Accumulated depreciation: |
|
|
|
|
|
|
|
|
||||||
|
Buildings |
‐ |
(536,518) |
‐ |
(54,110) |
4,126 |
28,014 |
(134) |
(558,622) |
||||||
|
Leasehold improvements |
‐ |
(683,187) |
‐ |
(75,957) |
1,798 |
8,430 |
- |
(748,916) |
||||||
|
Machinery and equipment |
‐ |
(2,147,842) |
‐ |
(208,103) |
1,776 |
6,612 |
(405) |
(2,347,962) |
||||||
|
Automotive fuel/lubricant distribution equipment and facilities |
‐ |
(2,238,843) |
‐ |
(164,248) |
(7,870) |
289,359 |
(1,082) |
(2,122,684) |
||||||
|
LPG tanks and bottles |
‐ |
(605,298) |
‐ |
(92,219) |
- |
27,449 |
- |
(670,068) |
||||||
|
Vehicles |
‐ |
(181,511) |
‐ |
(35,066) |
35,776 |
26,792 |
(613) |
(154,622) |
||||||
|
Furniture and fixtures |
‐ |
(130,117) |
‐ |
(15,718) |
642 |
2,784 |
(84) |
(142,493) |
||||||
|
IT equipment |
‐ |
(254,952) |
‐ |
(22,246) |
8,136 |
3,387 |
- |
(265,675) |
||||||
|
|
|
(6,778,268) |
‐ |
(667,667) |
44,384 |
392,827 |
(2,318) |
(7,011,042) |
||||||
|
Provision for impairment losses |
|
(1,471) |
(21) |
‐ |
‐ |
161 |
‐ |
(1,331) |
||||||
|
Property, plant and equipment, net |
|
6,387,581 |
1,582,891 |
(667,667) |
(32,524) |
(154,566) |
20,251 |
7,135,966 |
Construction in progress relates substantially to expansions, renovations, constructions and upgrade of the terminals’ assets, service stations, tanks, barges and distribution bases.
Advances to suppliers are basically related to manufacturing of assets for expansion of terminals, distribution bases and acquisition of real estate.
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
Accounting policy
Intangible assets include assets acquired from third parties, and are recognized according to the criteria below:
• Goodwill is shown as intangible assets corresponding to the positive difference between the amount paid or payable to the seller and the fair value of the identifiable assets and liabilities assumed of the acquired entity. Goodwill is tested for impairment annually or more frequently when there is indication that the goodwill might be impaired. Goodwill is allocated to the cash generating units, which represent the lowest level at which goodwill is monitored for impairment testing purposes.
• Other intangible assets acquired from third parties, such as software, technology, and commercial property rights, are measured at the amount paid on acquisition and amortized using the straight-line method, according to their useful lives, and are reviewed annually.
• The decarbonization credits (“CBIOS”) acquired are recorded at historical cost in intangible assets, being prescribed according to decree in the year to fulfill the individual target set by the National Agency of Petroleum, Natural Gas and Biofuels (“ANP”) and are not amortized. These assets are used to settle the annual decarbonization obligation adopted by Brazilian National Biofuels Policy (“RenovaBio”), implemented by Law No. 13,576/2017, with additional regulations established by Decree No. 9,888/2019 and Ordinance No. 419 of November 20, 2019 issued by the Brazilian Ministry of Mines and Energy. The obligation is recorded under a specific line item of the statement of financial position and is measured according to the target established by the ANP, through the average acquisition cost of credits acquired or the fair value of credits traded on B3 on the closing date for the credits to be acquired.
The Company and its subsidiaries have goodwill and brands acquired in business combinations, which are evaluated as intangible assets with indefinite useful life.
|
|
Weighted average useful life (years) |
Balance as of December 31, 2024 |
Additions |
Amortization |
Transfers (i) |
Write-offs |
Translation adjustment |
Acquisition of subsidiaries (ii) |
Balance as of December 31, 2025 |
|||||||
|
Cost: |
|
|
|
|
|
|
|
|
|
|||||||
|
Goodwill (a) |
- |
982,359 |
‐ |
‐ |
‐ |
(51,100) |
‐ |
436,187 |
1,367,446 |
|||||||
|
Software (b) |
5 |
1,707,645 |
330,898 |
‐ |
13,486 |
(34,494) |
(1,604) |
146,530 |
2,162,461 |
|||||||
|
Customer contracts |
12 |
‐ |
‐ |
‐ |
‐ |
‐ |
(210) |
838,359 |
838,149 |
|||||||
|
Distribution rights |
13 |
176,687 |
40,932 |
‐ |
8,918 |
‐ |
‐ |
29,092 |
255,629 |
|||||||
|
Brands (c) |
- |
61,366 |
‐ |
‐ |
‐ |
(11) |
‐ |
- |
61,355 |
|||||||
|
Trademark rights (c) |
30 |
121,001 |
28 |
‐ |
9,868 |
‐ |
‐ |
‐ |
130,897 |
|||||||
|
Intangible assets in progress |
‐ |
‐ |
13,409 |
‐ |
(6,223) |
(2,204) |
- |
34,438 |
39,420 |
|||||||
|
Decarbonization credits (CBIO) |
- |
322 |
370,501 |
‐ |
‐ |
(370,823) |
‐ |
‐ |
‐ |
|||||||
|
Others |
3 |
10,611 |
61 |
‐ |
4,151 |
(43) |
‐ |
1,690 |
16,470 |
|||||||
|
|
|
3,059,991 |
755,829 |
‐ |
30,200 |
(458,675) |
(1,814) |
1,486,296 |
4,871,827 |
|||||||
|
Accumulated amortization: |
|
|
|
|
|
|
|
|
|
|||||||
|
Software |
‐ |
(1,013,618) |
‐ |
(253,814) |
(1,081) |
33,680 |
252 |
(103,233) |
(1,337,814) |
|||||||
|
Customer contracts |
‐ |
‐ |
‐ |
(48,553) |
‐ |
‐ |
129 |
(4,517) |
(52,941) |
|||||||
|
Distribution rights |
‐ |
(110,819) |
‐ |
(10,711) |
‐ |
- |
‐ |
- |
(121,530) |
|||||||
|
Trademark rights |
‐ |
(22,997) |
‐ |
(7,819) |
(9,703) |
3,084 |
‐ |
- |
(37,435) |
|||||||
|
Others |
‐ |
(4,227) |
‐ |
(8,415) |
4,741 |
2,272 |
‐ |
- |
(5,629) |
|||||||
|
|
|
(1,151,661) |
‐ |
(329,312) |
(6,043) |
39,036 |
381 |
(107,750) |
(1,555,349) |
|||||||
|
Intangible assets, net |
|
1,908,330 |
755,829 |
(329,312) |
24,157 |
(419,639) |
(1,433) |
1,378,546 |
3,316,478 |
| (i) | Refers to R$ 24,157 received in transfer from property, plant and equipment. |
| (ii) | The The total amounts of acquisitions made by the Company are substantially related to Hidrovias do Brasil (see Note 28.b). |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
|
|
Weighted average useful life (years) |
Balance as of December 31, 2023 |
Additions |
Amortization |
Transfers |
Write-offs |
Translation adjustment |
Acquisition of subsidiaries |
Balance as of December 31, 2024 |
|||||||
|
Cost: |
|
|
|
|
|
|
|
|
|
|||||||
|
Goodwill (a) |
- |
943,125 |
‐ |
- |
(115) |
- |
‐ |
39,349 |
982,359 |
|||||||
|
Software (b) |
5 |
1,503,601 |
226,098 |
‐ |
(18,475) |
(3,969) |
108 |
282 |
1,707,645 |
|||||||
|
Distribution rights |
14 |
155,174 |
20,101 |
‐ |
1,412 |
- |
‐ |
‐ |
176,687 |
|||||||
|
Brands (c) |
- |
62,303 |
‐ |
‐ |
(948) |
‐ |
‐ |
11 |
61,366 |
|||||||
|
Trademark rights (c) |
30 |
120,960 |
41 |
‐ |
‐ |
‐ |
‐ |
‐ |
121,001 |
|||||||
|
Others |
3 |
15,127 |
224 |
‐ |
(4,211) |
(529) |
‐ |
‐ |
10,611 |
|||||||
|
Decarbonization credits (CBIO) |
- |
710,710 |
713,453 |
‐ |
(389) |
(1,423,452) |
‐ |
‐ |
322 |
|||||||
|
|
|
3,511,000 |
959,917 |
- |
(22,726) |
(1,427,950) |
108 |
39,642 |
3,059,991 |
|||||||
|
Accumulated amortization: |
|
|
|
|
|
|
|
|
|
|||||||
|
Software |
|
(826,773) |
‐ |
(222,487) |
32,886 |
2,756 |
‐ |
- |
(1,013,618) |
|||||||
|
Distribution rights |
|
(106,145) |
‐ |
(4,860) |
16 |
170 |
‐ |
‐ |
(110,819) |
|||||||
|
Trademark rights |
|
(18,931) |
‐ |
(4,389) |
‐ |
323 |
‐ |
‐ |
(22,997) |
|||||||
|
Others |
|
(5,234) |
‐ |
(301) |
- |
1,308 |
‐ |
‐ |
(4,227) |
|||||||
|
|
|
(957,083) |
‐ |
(232,037) |
32,902 |
4,557 |
‐ |
- |
(1,151,661) |
|||||||
|
Intangible assets, net |
|
2,553,917 |
959,917 |
(232,037) |
10,176 |
(1,423,393) |
108 |
39,642 |
1,908,330 |
a. Goodwill
The remaining net balance of goodwill on the following acquisitions is assessed for impairment annually or more frequently when there is indication that the goodwill might be impaired. The amount is made up of the following acquisitions.
|
|
Segment |
12/31/2025 |
12/31/2024 |
||
|
Goodwill on the acquisition of: |
|
|
|
||
|
Hidrovias (28.b) |
Hidrovias |
341,084 |
‐ |
||
|
Ipiranga (i) |
Ipiranga |
276,724 |
276,724 |
||
|
União Terminais |
Ultracargo |
211,089 |
211,089 |
||
|
Texaco |
Ipiranga |
177,759 |
177,759 |
||
|
Iconic (CBLSA) |
Ipiranga |
69,807 |
69,807 |
||
|
Neoagro Diesel |
Ipiranga |
62,833 |
‐ |
||
|
Stella |
Ultragaz |
51,951 |
103,051 |
||
|
Temmar |
Ultracargo |
43,781 |
43,781 |
||
|
Ultragaz Comercializadora de Energia |
Ultragaz |
42,260 |
52,038 |
||
|
Petrovila |
Ipiranga |
34,934 |
‐ |
||
|
DNP |
Ipiranga |
24,736 |
24,736 |
||
|
Repsol |
Ultragaz |
13,403 |
13,403 |
||
|
Neogás |
Ultragaz |
7,761 |
7,761 |
||
|
Mi TRR |
Ipiranga |
5,383 |
‐ |
||
|
Baden |
Hidrovias |
1,731 |
- |
||
|
Serra Diesel |
Ultrapar |
1,413 |
1,413 |
||
|
TEAS |
Ultracargo |
797 |
797 |
||
|
|
|
1,367,446 |
982,359 |
| (i) | Including R$ 246,163 presented as goodwill in the Parent. |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
As of December 31, 2025, the Company assessed the balances of goodwill shown in the table above for impairment The determination of value in use involves assumptions, judgments, and estimates of cash flows, such as growth rates of revenues, costs and expenses, estimates of investments and working capital, and discount rates. The assumptions about growth projections of future cash flows are based on the Company’s business plan of its operating segments, as well as comparable market data, and represent management’s best estimate of the future economic conditions. The main key assumptions used by the Company to calculate the value in use are described below.
Period of evaluation: period of five years, after which the Company calculates the perpetuity, considering the possibility of carrying the business on indefinitely.
Discount rate and real growth rate: the discount and real growth rates used to extrapolate the projections at December 31, 2025 ranged from 11.2% to 12.7% and -0.5% to 0.5% p.a., respectively, depending on the acquisition analyzed.
Revenue from sales and services, costs and expenses, and gross margin: considers the budget prepared for 2025 and the long-term strategic plan prepared by management and presented to the Board of Directors.
As of December 31, 2025, the Company, through its subsidiary Ultragaz Ultragaz Energia Ltda., recorded impairment loss of R$ 51,100, related to the goodwill of Stella. As of December 31, 2024, the Company and its subsidiaries did not record any impairment loss of assets.
Goodwill from investments in joint ventures and associates is presented under investments, for further information see Note 11.
b. Software
Includes user licenses and costs for the implementation of the various systems used by the Company and its subsidiaries: integrated management and control, financial management, foreign trade, industrial automation, operational and storage management, accounting information, and other systems. Also include expenses related to software in progress in the amount of R$ 292,604 as of December 31, 2025 (R$ 84,421 as of December 31, 2024).
c. Brands and trademarks rights
Brands are represented by the acquisition cost of the ‘am/pm’ brand in Brazil and the NEOgás brand, acquired in the business combination, and Chevron and Texaco trademarks rights.
Accounting policy
Financial liabilities are initially recognized at fair value, net of transaction costs incurred, and are subsequently measured at amortized cost or at fair value through profit or loss and updated using the effective interest rate and including charges. The financial liabilities at fair value through profit or loss refer to financial liabilities designated as hedged items. Any difference between the proceeds (net of transaction costs) and the total amount payable is recognized in the statement of income over the period of the loans using the effective interest rate method. Fees paid on the contracting of loans are recognized as transaction costs and amortized taking into account the term of the loan, using the effective interest rate method.
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
a. Breakdown
|
Description |
Index/Currency |
Weighted average financial charges 2025 (p.a.) |
Weighted average hedging instruments |
Maturity |
|
12/31/2025 |
12/31/2024 |
||||
|
Foreign currency: |
|
|
|
|
|
|
|
||||
|
Notes in the foreign market |
USD |
5.3% |
142.6% of DI (*) |
2026 to 2029 |
|
4,158,025 |
4,710,980 |
||||
|
Foreign loan |
USD |
4.1% |
103.8% of DI |
2026 to 2029 |
|
2,554,217 |
691,006 |
||||
|
Foreign loan |
SOFR + USD |
0.8% |
103.4% of DI |
2026 to 2029 |
|
1,295,481 |
- |
||||
|
Notes in the foreign market |
USD |
5.0% |
CDI + 1.6% (**) |
2031 |
|
984,400 |
‐ |
||||
|
Foreign exchange debentures |
EUR |
3.0% |
104.4% of DI |
2027 |
|
515,654 |
- |
||||
|
Foreign exchange debentures |
USD |
5.3% |
101.7% of DI |
2026 |
|
339,836 |
‐ |
||||
|
Foreign loan |
EUR |
4.4% |
109.2% of DI |
2025 |
|
‐ |
778,147 |
||||
|
Foreign loan |
JPY |
4.6% |
109.4% of DI |
2025 |
|
‐ |
501,524 |
||||
|
Total in foreign currency |
|
|
|
|
|
9,847,613 |
6,681,657 |
||||
|
|
|
|
|
|
|
|
|
||||
| Brazilian Reais: | |||||||||||
| Debentures | CDI + R$ | 0.9% | n/a | 2027 to 2031 | 3,455,058 | 731,667 | |||||
| Debentures – CRA | IPCA | 5.4% | 103.3% of DI | 2028 to 2032 | 2,339,526 | 2,456,111 | |||||
| Debentures | IPCA | 4.8% | 105.4% of DI | 2028 to 2035 | 837,001 | 614,754 | |||||
| Financing | R$ | 14.6% | 106.6% of DI | 2027 | 552,666 | - | |||||
| CDCA | CDI + R$ | 0.9% | n/a | 2027 | 547,587 |
534,374 |
|||||
| Debentures – CRA | Fixed rate | 11.2% | 104.4% of DI | 2027 | 513,103 | 477,827 | |||||
| Debentures – CRA | CDI + R$ | 0.7% | n/a | 2027 | 495,731 | 490,971 | |||||
| Debentures | IPCA | 6.0% | n/a | 2028 to 2031 | 466,762 | - | |||||
| CCB | CDI | 104.3% | n/a | 2026 to 2028 | 416,321 | 1,464,624 | |||||
| CDCA | CDI | 109.0% | n/a | 2026 to 2027 | 206,594 | 293,374 | |||||
| Constitutional Fund (FNE) | IPCA | 2.9% | 69.5% of DI | 2028 to 2041 | 192,054 | 114,472 | |||||
| Commercial Paper | CDI + R$ | 0.2% | n/a | 2027 | 89,083 | - | |||||
| Constitutional Fund (FNO) | IPCA | 3.1% | 70.8% of DI | 2028 to 2037 | 84,462 | ‐ | |||||
| FINEP | TJLP | 1.0% | n/a | 2026 to 2032 | 27,249 | 679 | |||||
| Climate Fund | R$ | 9.4% | 72.9% of DI | 2026 to 2040 | 22,451 | - | |||||
| Total in Brazilian Reais | 10,245,648 | 7,178,853 | |||||||||
| Total in foreign currency and Brazilian Reais | 20,093,261 | 13,860,510 | |||||||||
|
Current |
|
|
|
|
|
4,251,131 | 3,478,673 | ||||
|
1 to 2 years |
|
|
|
|
|
3,923,059 | 3,257,618 | ||||
|
2 to 3 years |
|
|
|
|
|
4,227,274 | 1,557,888 | ||||
|
3 to 4 years |
|
|
|
|
|
3,525,329 | 2,062,967 | ||||
|
4 to 5 years |
|
|
|
|
|
1,038,873 | 2,130,651 | ||||
|
More than 5 years |
|
|
|
|
|
3,127,595 |
1,372,713 |
||||
|
Non-current |
|
|
|
|
|
15,842,130 |
10,381,837 |
| (*) | Considers a protection instrument for the principal of 52.5% of the DI and for interest DI minus 1.4% for a notional amount of US$ 300 million. Does not include the positive result of the natural hedge strategy through financial investments in US$. |
| (**) | Considers a protection instrument for principal and interest at DI + 1.6% for a notional amount of US$ 50 million. |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
The changes in loans, financing and debentures are shown below:
|
|
12/31/2025 |
|
12/31/2024 |
|
Opening balance |
13,860,510 |
|
11,141,283 |
|
Proceeds |
8,669,139 |
|
4,179,974 |
|
Interest accrued |
1,498,325 |
|
846,329 |
|
Principal payment |
(5,134,131) |
|
(2,718,953) |
|
Interest payment |
(1,360,205) |
|
(798,653) |
|
Opening balance - acquisition of subsidiaries (i) |
3,125,667 |
|
- |
|
Monetary variations and foreign exchange variations |
(596,233) |
|
1,675,583 |
|
Change in fair value |
101,466 |
|
(465,053) |
|
Gain on bond repurchase |
(71,277) |
|
- |
|
Closing balance |
20,093,261 |
|
13,860,510 |
| (i) | The total amounts of acquisitions made by the Company are substantially related to Hidrovias do Brasil (see Note 28.b). |
The transaction costs associated with debt issuance were deducted from the balance of the related liability and recognized in profit or loss according to the effective interest rate method. As of December 31, 2025, the amount recognized in profit or loss was R$ 53,197 (R$ 18,928 as of December 31, 2024). The transaction cost incurred was R$ 75,363, of which R$ 18,117 referring to new funding and R$ 57,246 to the initial balance on acquisition of subsidiary. The balance to be recognized in the next periods is R$ 92,080 (R$ 69,914 as of December 31, 2024).
b. Guarantees
As of December 31, 2025, there was R$ 84,462 (R$ 114,472 as of December 31, 2024) in financing that had real guarantees. There was also R$ 18,684,982 (R$ 13,586,936 as of December 31, 2024) in financing without real guarantees, with sureties or promissory notes.
The Company and its subsidiaries offer collateral in the form of letters of guarantee for commercial and legal proceedings in the amount of R$ 100,200 as of December 31, 2025 (R$ 97,947 as of December 31, 2024).
Subsidiary Ipiranga issues collateral to financial institutions in connection with the amounts payable by some of its customers to such institutions, with maximum future settlements related to these guarantees in the amount of R$ 87,160 (R$ 219,700 as of December 31, 2024). If subsidiary Ipiranga is required to make any payment under these collateral arrangements, this subsidiary may recover the amount paid directly from its customers through commercial collection. Until December 31, 2025, subsidiary Ipiranga did not have losses in connection with these collateral arrangements.
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
c. Relevant operations contracted in the year
The main operations contracted in the year are shown below:
|
Description |
Index/ Currency |
Financial charges |
Hedging instruments |
Issuance date |
Maturity |
Principal |
Principal in R$ |
Remuneration payment |
Nominal amount payment |
Company |
|
Foreign exchange debenture |
USD |
5.3% |
101.7% of DI |
Mar/25 |
Mar/26 |
USD 60,269 |
350,000 |
At final maturity |
At final maturity |
Ultracargo Logística |
|
Foreign loan |
SOFR + USD |
0.9% |
102.9% of DI |
Feb/25 |
Feb/26 |
USD 100,000 |
577,800 |
Quarterly |
At final maturity |
Cia Ultragaz |
|
CCB |
CDI |
104.0% |
n/a |
Mar/25 |
Mar/27 |
R$ 360,000 |
360,000 |
Quarterly |
At final maturity |
Cia Ultragaz |
|
Constitutional Fund (FNE) |
IPCA |
2.9% |
69.7% of DI |
Feb/25 |
Nov/41 |
R$ 100,976 |
100,976 |
Monthly with grace period |
2028 to 2041 |
Ultracargo Logística |
|
Constitutional Fund (FNO) |
IPCA |
3.1% |
70.8% of DI |
Apr/25 |
Feb/37 |
R$ 106,430 |
106,430 |
Monthly |
Monthly after a 3-year grace period |
Ultracargo Soluções Logísticas |
|
Foreign loan |
USD |
4.7% |
103.8% of DI |
Apr/25 |
Apr/26 |
USD 86,956 |
500,000 |
At final maturity |
At final maturity |
Ipiranga |
|
BNDES |
R$ |
9.4% |
72.9% of DI |
May/25 |
Mar/40 |
R$ 11,499 |
11,499 |
Monthly |
Monthly after a 3-month grace period |
Ultragaz Energia Ltda. and subsidiaries |
|
BNDES |
R$ |
9.4% |
72.9% of DI |
May/25 |
Mar/40 |
R$ 11,499 |
11,499 |
Monthly |
Monthly after a 3-month grace period |
Ultragaz Energia Ltda. and subsidiaries |
|
Foreign exchange debentures |
EUR |
3.0% |
104.0% of DI |
Jun/25 |
Feb/37 |
EUR 77,535 |
500,000 |
Annually |
At final maturity |
Ipiranga |
|
Foreign loan |
R$ |
14.6% |
106.6% of DI |
Jun/25 |
Oct/27 |
R$ 500,000 |
500,000 |
Annually |
At final maturity |
Ipiranga |
|
Debentures |
CDI |
0.5% |
n/a |
Jun/25 |
Jun/28 |
R$ 400,000 |
400,000 |
Semiannually |
At final maturity |
Hidrovias |
|
Debentures |
CDI |
0.8% |
n/a |
Jun/25 |
Jun/31 |
R$ 982,000 |
982,000 |
Semiannually |
At final maturity |
Hidrovias |
|
Foreign loan |
USD |
5.5% |
108.8% of DI |
Sept/25 |
Mar/27 |
USD 4,718 |
25,000 |
Semiannually |
At final maturity |
Serra Diesel |
|
Foreign loan |
USD |
4.9% |
102.4% of DI |
Sept/25 |
Mar/27 |
USD 46,818 |
250,000 |
Semiannually |
At final maturity |
Cia Ultragaz |
|
Debentures |
IPCA |
7.0% |
CDI - 1.2% |
Oct/25 |
Oct/35 |
R$ 150,000 |
150,000 |
Semiannually |
Annually from Oct/2033 |
Ipiranga |
|
Commercial Paper |
CDI |
0.2% |
n/a |
Oct/25 |
Oct/27 |
R$ 86,000 |
86,000 |
Quarterly |
At final maturity |
Ipiranga |
|
Foreign loan |
SOFR + USD |
0.7% |
103.9% CDI |
Nov/25 |
Nov/28 |
USD 94,545 |
500,000 |
Semiannually |
At final maturity |
Ipiranga |
|
Foreign loan |
SOFR + USD |
0.8% |
103.7% CDI |
Nov/25 |
Feb/29 |
USD 37,491 |
200,000 |
Semiannually |
At final maturity |
Ipiranga |
|
Foreign loan |
USD |
4.1% |
104.5% CDI |
Nov/25 |
Nov/28 |
USD 111,858 |
600,000 |
Semiannually |
At final maturity |
Cia Ultragaz |
|
Foreign loan |
SOFR + USD |
1.1% |
110.5% CDI |
Nov/25 |
Nov/26 |
USD 1,886 |
10,000 |
Semiannually |
At final maturity |
Serra Diesel |
|
Foreign loan |
USD |
4.0% |
103.6% CDI |
Dec/25 |
Feb/29 |
USD 94,146 |
500,000 |
Semiannually |
At final maturity |
Ultracargo Logística |
|
Foreign loan |
USD |
4.1% |
103.2% CDI |
Dec/25 |
Jun/28 |
USD 55,097 |
300,000 |
Semiannually |
At final maturity |
Iconic |
|
Foreign loan |
SOFR |
0.8% |
103.6% CDI |
Dec/25 |
May/28 |
USD 68,909 |
370,000 |
Semiannually |
At final maturity |
Iconic |
|
Debentures |
CDI |
0.6% |
n/a |
Dec/25 |
Nov/30 |
R$ 1,000,000 |
1,000,000 |
Semiannually |
Annually from Nov/2029 |
Ipiranga |
Financial Covenant linked to Debenture contracts
Hidrovias, through the 1st and 2nd Debenture Issuances, has a financial covenant of leverage (“net debt to EBITDA”), calculated on a consolidated basis and which must be equal to or less than 4.5x in 2022, (b) 4.0x between January 1, 2023 and December 2023 and (c) 3.5x from January 1, 2024 until the maturity date of the respective issues.
Failure to comply with the covenant does not accelerate the debt repayment and is not considered default. However, Hidrovias now has restrictions on raising new debts beyond those permitted by the covenants of the indenture of issuance and is restricted from paying the minimum mandatory dividends set forth by its Bylaws. Hidrovias does not expect any short- or medium-term impacts on its operations and believes it will not need additional loans or working capital beyond those already permitted by the covenants of the Indentures of Debenture Issuances to comply with its obligations.
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
As of December 31, 2025, Hidrovias met the financial covenants set forth in its debt contracts.
|
|
12/31/2025 |
|
12/31/2024 |
|
|
|
|
|
|
Domestic suppliers |
2,542,447 |
|
2,558,813 |
|
Trade payables - domestic related parties (see Note 8.b) |
46,758 |
|
23,432 |
|
Foreign suppliers |
1,863,835 |
|
776,052 |
|
Trade payables - foreign related parties (see Note 8.b) |
190,304 |
|
160,088 |
|
|
4,643,344 |
|
3,518,385 |
17. Employee benefits and private pension plan (Consolidated)
Accounting policy
The Company and its subsidiaries offer their employees a private pension plan of the defined contribution type and other benefits related to seniority bonus, payment of Government Severance Indemnity Fund for Employees (“FGTS”), health and dental care, and life insurance plans for eligible retirees. Annual actuarial studies, with the exception of the private pension plan, are prepared by an independent professional and reviewed by Management. The respective impacts are recognized in accordance with the projected unit credit method. The actuarial gains and losses are recognized in equity under “Accumulated other comprehensive income”.
a. ULTRAPREV - Associação de Previdência Complementar
In February 2001, the Company’s Board of Directors approved the adoption of a defined contribution pension plan to be sponsored by the Company and its subsidiaries. Participating employees have been contributing to this plan, managed by Ultraprev - Associação de Previdência Complementar (“Ultraprev”), since August 2001. The Company and its subsidiaries do not take responsibility for guaranteeing amounts or the duration of the benefits received by the retired employee.
In the year ended December 31, 2025, the Company and its subsidiaries contributed R$ 24,963 to Ultraprev (R$ 22,482 in the year ended December 31, 2024).
The balance of R$ 4,154 as of December 31, 2025 (R$ 4,454 as of December 31, 2024) regarding the reversal fund will be used to deduct normal sponsor contributions in a period of up to 14 months depending on the sponsor. The number of months is estimated according to the current amount being deducted from contributions of each sponsor.
The total number of participating employees as of December 31, 2025 is 3,966 active participants and 314 retired participants (3,801 active participants and 297 retired participants as of December 31, 2024). In addition, Ultraprev had 20 former employees or beneficiaries receiving benefits under the rules of a previous plan whose reserves are fully constituted.
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
b. Post-employment benefits (Consolidated)
Some subsidiaries recognized a provision for post-employment benefits mainly related to seniority bonus, payment of FGTS, and health, dental care, and life insurance plans for eligible retirees.
The amounts related to such benefits are based on an annual valuation conducted by an independent actuary and reviewed by Management.
|
|
12/31/2025 |
|
12/31/2024 |
|
Health and dental care plan (1) |
184,105 |
|
177,958 |
|
Indemnification of FGTS |
20,303 |
|
32,420 |
|
Seniority bonus |
1,916 |
|
1,795 |
|
Life insurance (2) |
9,292 |
|
10,703 |
|
Total |
215,616 |
|
222,876 |
|
Current |
19,067 |
|
24,098 |
|
Non-current |
196,549 |
|
198,778 |
| (1) | Applicable to Ipiranga and Iconic. |
| (2) | Applicable to Ipiranga, Ultragaz and Ultrapar. |
Changes in the present value of the post-employment benefit obligation occurred as follows:
|
|
12/31/2025 |
|
12/31/2024 |
|
Opening balance |
222,876 |
|
264,823 |
|
Expense for the year |
26,051 |
|
27,077 |
|
Update/change of estimate |
(14,935) |
|
(10,094) |
|
Actuarial gains from changes in actuarial assumptions |
(1,716) |
|
(41,727) |
|
Benefits paid directly by the Company and its subsidiaries |
(16,660) |
|
(17,203) |
|
Closing balance |
215,616 |
|
222,876 |
The total expense for each year is presented below:
|
|
12/31/2025 |
|
12/31/2024 |
|
Health and dental care plan |
19,713 |
|
20,420 |
|
Indemnification of FGTS |
4,947 |
|
5,290 |
|
Seniority bonus |
256 |
|
254 |
|
Life insurance |
1,135 |
|
1,113 |
|
Total |
26,051 |
|
27,077 |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
The main actuarial assumptions used are:
|
Economic factors |
12/31/2025 |
|
12/31/2024 |
|
Discount rate for the actuarial obligation at present value - Indemnification of FGTS |
11.74 |
|
11.97 |
|
Discount rate for the actuarial obligation at present value - Bonus |
11.76 |
|
11.82 |
|
Average discount rate for the actuarial obligation at present value - Medical services |
10.97 |
|
11.07 |
|
Discount rate for the actuarial obligation at present value - Life insurance |
11.74 |
|
11.82 |
|
Average projected salary growth rate - FGTS indemnity |
6.64 |
|
6.80 |
|
Average projected bonus growth rate |
7.33 |
|
7.33 |
|
Inflation rate (long term) |
3.50 |
|
3.50 |
|
Medical services growth rate |
7.64 |
|
7.64 |
Demographic factors
Mortality Table for the life insurance benefit - CSO-80
Mortality Table for other benefits – AT 2000 Basic decreased by 10%
Disability Mortality Table - RRB 1983 and RRB-1944
Disability Table – Weak light
Sensitivity analysis
The significant actuarial assumptions to determine the provision for post-employment benefits are: discount rate, salary growth and medical costs increases. The sensitivity analyses as of December 31, 2025, as shown below, were determined based on possible changes of assumptions occurring at the reporting date of the financial statements, keeping all other assumptions constant.
|
Assumption |
Change in assumptions |
|
Decrease in liability |
|
Change in assumptions |
|
Increase in liability |
|
Discount rate |
increase by 1.0 p.p. |
|
13,544 |
|
decrease by 1.0 p.p. |
|
15,463 |
|
Salary growth rate |
decrease by 1.0 p.p. |
|
252 |
|
increase by 1.0 p.p. |
|
272 |
|
Medical services growth rate |
decrease by 1.0 p.p. |
|
14,150 |
|
increase by 1.0 p.p. |
|
12,350 |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
The sensitivity analyses presented may not represent the real change in the post-employment benefit obligation, since it is unlikely that changes occur in just one assumption alone, considering that some of these assumptions may be correlated.
Inherent risks related to post-employment benefits
Interest rate risk: a long-term interest rate is used to calculate the present value of post-employment liabilities. A reduction in this interest rate will increase the corresponding liability.
Wage growth risk: the present value of the liability is calculated using as reference the wages of the plan participants, projected with the average nominal wage growth rate. An increase in the real wages of plan participants will increase the corresponding liability.
Medical costs growth risk: the present value of the liability is calculated using as a reference the medical cost by age based on actual healthcare costs, projected based on the growth rate of medical services costs. An increase in the real medical costs will increase the corresponding liability.
Accounting policy
A provision for tax, civil (including environmental and regulatory) and labor risks is recognized when there is a present obligation as a result of a past event, it is probable that a disbursement will be required to settle the obligation, and the amount can be reliably estimated. These provisions are based on an assessment by Management, supported by opinions from internal and external legal advisors, considering the best estimates regarding the possible outcomes of the proceedings. The provisions are recognized in the statement of income, as operating or financial expense, according to the nature involved. The provisioned balances are monetarily adjusted or increased by financial charges, in line with the evolution of judicial or administrative proceedings and with the indexes applicable to each nature, as provided for in the internal contingency guidelines.
a. Provisions for tax, civil and labor risks
The Company and its subsidiaries are parties to tax, civil and labor disputes at the administrative and judicial levels. The table below presents the breakdown of provisions by nature and their changes:
|
Provisions |
Balance as of December 31, 2024 |
Additions |
Reversals |
Payments |
Interest |
Opening balance – acquisition of subsidiaries (i) |
Balance as of December 31, 2025 |
||||||
|
IRPJ and CSLL |
32,946 |
365 |
(13,524) |
(291) |
372 |
‐ |
19,868 |
||||||
|
Tax |
202,465 |
10,780 |
(40,686) |
(31,274) |
5,129 |
‐ |
146,414 |
||||||
|
Civil |
161,972 |
109,613 |
(73,289) |
(64,044) |
26 |
27,417 |
161,695 |
||||||
|
Provision for indemnities (a.1) |
206,808 |
13,447 |
(66,075) |
(14,257) |
5,710 |
‐ |
145,633 |
||||||
|
Labor |
54,169 |
13,881 |
(8,922) |
(8,461) |
792 |
9,545 |
61,004 |
||||||
|
Total |
658,360 |
148,086 |
(202,496) |
(118,327) |
12,029 |
36,962 |
534,614 |
||||||
|
Current |
47,788 |
|
|
|
|
|
49,175 |
||||||
|
Non-current |
610,572 |
|
|
|
|
|
485,439 |
| (i) | On May 8, 2025, the Company acquired the control of Hidrovias; for further details, see Note 28.b. |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
|
Provisions |
Balance as of December 31, |
Additions |
Reversals |
Payments |
Interest |
Balance as of December 31, |
|||||
|
IRPJ and CSLL |
636,167 |
949 |
(15,124) |
(610,534) |
21,488 |
32,946 |
|||||
|
Tax |
254,781 |
49,038 |
(87,575) |
(16,686) |
2,907 |
202,465 |
|||||
|
Civil |
150,258 |
66,215 |
(19,002) |
(35,519) |
20 |
161,972 |
|||||
|
Provision for indemnities (a.1) |
203,780 |
19,519 |
(6,081) |
(12,959) |
2,549 |
206,808 |
|||||
|
Labor |
59,144 |
18,468 |
(16,447) |
(7,764) |
768 |
54,169 |
|||||
|
Total |
1,304,130 |
154,189 |
(144,229) |
(683,462) |
27,732 |
658,360 |
|||||
|
Current |
45,828 |
|
|
|
|
47,788 |
|||||
|
Non-current |
1,258,302 |
|
|
|
|
610,572 |
Balances of escrow deposits by nature are as follows:
|
|
12/31/2025 |
12/31/2024 |
|
|
Tax |
420,906 |
306,593 |
|
|
Labor |
15,897 |
24,070 |
|
|
Civil |
34,806 |
115,413 |
|
|
|
471,609 |
446,076 |
In the year ended December 31, 2025, the monetary variation on escrow deposits amounted to R$ 46,139 (R$ 45,336 as of December 31, 2024). This amount was recorded as financial income in the statement of income.
a.1 Provision for indemnities
As a result of the sale of Oxiteno, completed on April 1, 2022, Ultrapar assumed contractual liability for losses related to acts prior to the closing of the transaction. The provision for potential reimbursement to Indorama, in the event the losses materialize, amounts to R$109,333 as of December 31, 2025 (R$174,408 as of December 31, 2024), related to R$ 32,384 (R$ 95,274 as of December 31, 2024) for labor claims, R$ 28,605 (R$ 26,074 as of December 31, 2024) for civil claims and R$ 48,344 (R$ 53,060 as of December 31, 2024) for tax claims.
Regarding the sale of Extrafarma, completed on August 1, 2022, whose liability for losses prior to the transaction was assumed by subsidiary Ipiranga, the provision for potential reimbursement to Pague Menos, in the event the losses materialize, is R$ 36,297 as of December 31, 2025 (R$ 32,400 as of December 31, 2024), of which R$ 14,153 (R$ 12,074 as of December 31, 2024) for labor claims, R$7,798 (R$7,007 as of December 31, 2024) for civil claims and R$ 14,346 (R$ 13,319 as of December 31, 2024) for tax claims.
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
b. Possible contingent liabilities
The Company and its subsidiaries are parties to administrative and legal proceedings for tax, civil and labor claims which, based on the assessment of the legal departments and the advice of external legal advisors, were classified as a possible loss. In accordance with the accounting practices adopted and the internal contingency guideline, these obligations do not meet the criteria for provision recognition and are therefore only disclosed in notes to the financial statements.
The contingent liabilities, classified as possible loss, by nature are as follows:
|
Possible contingent liabilities |
12/31/2025 |
12/31/2024 |
|
|
Tax (b.1) |
6,027,879 |
4,176,046 |
|
|
Civil (b.2) |
867,293 |
815,203 |
|
|
Labor |
376,406 |
293,938 |
|
|
|
7,271,578 |
5,285,187 |
b.1 Contingent tax liabilities
The Company and its subsidiaries are parties to administrative and legal proceedings involving IRPJ and CSLL, mainly arising from denials of offset claims, which total R$ 577,253 as of December 31, 2025 (R$ 496,615 as of December 31, 2024). Regarding PIS and COFINS, tax credit disallowances from the non-cumulative regime are recorded, which total R$ 3,136,458 as of December 31, 2025 (R$ 1,890,313 as of December 31, 2024).
Additionally, subsidiary Ipiranga and its subsidiaries have legal proceedings related to ICMS totaling R$ 1,662,515 as off December 31, 2025 (R$ 1,357,445 as of December 31, 2024). The main discussions involve assessments relating to i) the alleged non-payment of R$ 444,766 (R$ 154,914 as of December 31, 2024); ii) 2% surcharge on products considered non-essential (hydrated ethanol) in the amount of R$ 246,060 (R$ 223,691 as of December 31, 2024); iii) the reversal and disallowance of credits in the amount of R$ 236,808 (R$ 145,126 as of December 31, 2024); and iv) inventory differences of R$ 236,568 (R$ 279,448 as of December 31, 2024).
In addition, subsidiary Ipiranga and its subsidiaries are discussing the offset of excise tax (“IPI”) credits related to raw materials used in the manufacturing of products subject to taxation, which were subsequently sold and were not subject to IPI under the tax immunity, in the amount of R$ 209,444 as of December 31, 2025 (R$ 194,508 as of December 31, 2024). In April 2025, the Superior Court of Justice, under the repetitive appeals regime (Theme 1247), ruled on the discussion in favor of the taxpayers.
Of the remaining amount of tax contingencies classified as potential losses, R$ 442,210 as of December 31, 2025 (R$ 574,672 as of December 31, 2024) relates to other proceedings involving the Company and its subsidiaries.
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
b.2 Contingent civil liabilities
The Company and its subsidiaries have contingent liabilities for civil claims in the amount of R$ 867,293 as of December 31, 2025 (R$ 815,203 as of December 31, 2024). Among these proceedings, the following claims involving subsidiary Cia. Ultragaz are highlighted: i) administrative proceedings filed by CADE, referring to alleged anti-competitive practices in municipalities in the Triângulo Mineiro region in 2001, and at the administrative level, Cia. Ultragaz was ordered to pay a fine, in the updated amount of R$ 39,447 as of December 31, 2025 (R$ 38,005 as of December 31, 2024); and ii) lawsuits filed by resellers, who are seeking indemnity, in addition to the nullity and termination of distribution contracts, totaling R$ 95,971 as of December 31, 2025 (R$ 187,460 as of December 31, 2024).
c. Lubricants operation between Ipiranga and Chevron
The provisions of shareholder Chevron’s liability amount to R$ 4,020 (R$ 36,146 as of December 31, 2024), for which a corresponding indemnification asset was recorded. This asset comprises R$ 204 related to tax claims (R$ 32,380 as of December 31, 2024), R$ 210 to civil claims (R$ 220 as of December 31, 2024), and R$ 3,606 to labor claims (R$ 3,545 as of December 31, 2024).
Additionally, due to a business combination, on December 1, 2017, a provision of R$ 198,900 was recorded relating to contingent liabilities and an indemnification asset in the same amount was recognized. The balance of this asset totaled R$ 88,503 as of December 31, 2025 (R$ 89,952 as of December 31, 2024). The amounts of provisions and contingent liabilities related to the business combination and the liability of the shareholder Chevron will be fully reimbursed to subsidiary Iconic in the event of losses without the need to recognize an allowance for expected credit losses.
Because of the association between the Company and Extrafarma on January 31, 2014, 7 subscription warrants – indemnification were issued, corresponding to up to 6,411,244 shares of the Company.
On February 28, 2024, August 7, 2024, February 26, 2025 and August 13, 2025, the Board of Directors confirmed the issuance of 191,778, 35,235, 67,679 and 342,691, respectively, common shares within the authorized capital limit provided by article 6 of the Company’s Bylaws, due to the partial exercise of the rights conferred by the subscription warrants.
As set out in the association agreement between the Company and Extrafarma of January 31, 2014 and due to the unfavorable decisions on some lawsuits with triggering events prior to January 31, 2014, 792,065 shares linked to the subscription warrants – indemnification were canceled and not issued. As of December 31, 2025, R$ 14,317 was recorded as financial expense (financial income of R$ 31,657 as of December 31, 2024) due to the update of subscription warrants, and 2,579,497 shares linked to subscription warrants – indemnification remain retained, which may be issued or canceled depending on whether the final decisions on the lawsuits will be favorable or unfavorable, being the maximum number of shares that can be issued in the future, totaling R$ 53,911 (R$ 47,745 as of December 31, 2024).
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
a. Share capital
As of December 31, 2025, the subscribed and paid-up capital consists of 1,115,849,873 common shares with no par value (1,115,439,503 as of December 31, 2024), and the issuance of preferred shares and participation certificates is prohibited. Each common share entitles its holder to one vote at Shareholders’ Meetings. The total amount of the capital as of December 31, 2025 is R$ 7,987,100 (R$ 6,621,752 as of December 31, 2024).
On August 13, 2025, the Board of Directors confirmed the issuance of 342,691 common shares within the authorized capital limit provided by art. 6 of the Company's Bylaws, due to the partial exercise of the rights conferred by the subscription warrants issued by the Company at the time of the merger of all Extrafarma shares into the Company, approved by the Company’s Extraordinary General Meeting held on January 31, 2014.
On April 16, 2025 the Ordinary General Meeting approved the increase in the Company's capital in the total amount of R$ 1,365,348, without the issuance of shares, through the incorporation into the share capital of part of the amounts recorded in the statutory reserve for investments.
On February 26, 2025, the Board of Directors confirmed the issuance of 67,679 common shares within the authorized capital limit provided by art. 6 of the Company's Bylaws, due to the partial exercise of the rights conferred by the subscription warrants issued by the Company at the time of the merger of all Extrafarma shares into the Company, approved by the Company’s Extraordinary General Meeting held on January 31, 2014.
The price of the Company-issued shares on B3 as of December 31, 2025 was R$ 20.90 (R$ 15.88 as of December 31, 2024).
As of December 31, 2025, there were 70,252,989 common shares outstanding abroad in the form of ADRs (65,757,889 shares as of December 31, 2024).
b. Equity instrument granted
The Company has a share-based incentive plan, which establishes the general terms and conditions for the concession of common shares issued by the Company and held in treasury (see Note 8.d). As of December 31, 2025, the balance of treasury shares granted with right of use was 18,601,046 common shares (14,083,439 as of December 31, 2024).
c. Treasury shares
The Company acquired its own shares at market prices, without capital reduction, to be held in treasury and to be subsequently disposed of or cancelled, in accordance with CVM Resolutions 2/20 and 77/22.
On November 28, 2024, the Company's Board of Directors approved a buyback program of shares issued by the Company, effective for twelve months starting on December 2, 2024 and limited to a maximum of 25,000,000 common shares, which was completed on July 29, 2025. In 2024, 8,900,000 shares were acquired at an average cost of R$ 16.74 per share and, in 2025, 16,100,000 shares were acquired at an average cost of R$ 16.58 per share.
As of December 31, 2025, the balance was R$ 822,526 (R$ 596,400 as of December 31, 2024) and 28,542,005 common shares (19,283,471 as of December 31, 2024) were held unrestricted in the Company's treasury, acquired at an average cost of R$ 17.45 per share.
|
|
|
12/31/2025 |
|
Balance of unrestricted shares held in treasury |
|
28,542,005 |
|
Balance of treasury shares granted with right of use |
|
18,601,046 |
|
Total balance of treasury shares as of December 31, 2025 |
|
47,143,051 |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
d. Capital reserve
The capital reserve reflects the gain or loss on the disposal of shares for concession of usufruct to executives of the Company's subsidiaries, when the plan is finalized, as mentioned in Note 8.d., because of the association with Extrafarma in 2014, the Company recognized an increase in the capital reserve in the amount of R$ 498,812, due to the difference between the value attributed to share capital and the market value of the Ultrapar shares on the date of issuance, less R$ 2,260 related to the costs for the issuance of these shares. Additionally, on February 28, 2024, August 7, 2024, February 26, 2025 and August 13, 2025, there was an increase in the reserve in the amounts of R$ 5,631, R$ 821, R$ 1,126 and R$ 6,737, respectively, due to the partial exercise of the subscription warrants – indemnification (see Note 19).
e. Revaluation reserve
The revaluation reserve, recognized prior to the adoption of the international accounting standards (CPC / IFRS Accounting Standards) instituted by Law 11,638/07 (“Brazilian Corporate Law”), reflects the revaluation of assets of subsidiaries and is based on depreciation, write-off, or disposal of the revalued assets of the subsidiaries, as well as the tax effects recognized by these subsidiaries.
f. Profit reserves
f.1 Legal reserve
Under Brazilian Corporate Law the Company is required to allocate 5% of net annual earnings to a legal reserve, until the balance reaches 20% of share capital. As of December 31, 2025, the legal reserve totaled R$ 362,819 (R$ 240,127 as of December 31, 2024). This reserve may be used to increase capital or to absorb losses but may not be distributed as dividends.
f.2 Investments statutory reserve
In compliance with Article 194 of the Brazilian Corporate Law and Article 54 of the Bylaws, this reserve is aimed to protect the integrity of the Company’s assets and to supplement its share capital, in order to allow new investments to be made. As provided for in its bylaws, the Company may allocate up to 75% of the annual net income, after deducting the legal reserve, to the investments reserve, up to the limit of 100% of the share capital.
The investments reserve is free of distribution restrictions and totaled R$ 7,299,584 as of December 31, 2025 (R$ 7,746,973 as of December 31, 2024).
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
g. Accumulated other comprehensive income
| (i) | Gains and losses on the hedging instruments of exchange rate related to firm commitment and highly probable transactions designated as cash flows hedges are recognized in equity as “Accumulated other comprehensive income”. Gains and losses are reclassified to initial cost of non-financial assets recognized in the statement of income at the moment of paid-off of the hedge instrument. |
| (ii) | The variation in exchange rates on assets, liabilities and profit or loss of foreign associates with a functional currency different from the functional currency of the Company and its own management is recognized directly in equity. This cumulative effect is reflected in profit or loss as a gain or loss only in case of disposal or write-off of the investment. |
| (iii) | Actuarial gains and losses relating to post-employment benefits, calculated based on a valuation conducted by an independent actuary, are recognized in equity under the heading “Accumulated other comprehensive income”. Gains and losses recorded in equity are not reclassified to profit or loss in subsequent periods. |
| (iv) | The Company also recognizes in this line item the effect of changes in the non-controlling interest in subsidiaries that do not result in loss of control. This amount corresponds to the difference between the amount by which the non-controlling interest was adjusted and the fair value of the consideration received or paid and represents a transaction with shareholders. |
Balance and changes in Accumulated other comprehensive income of the Company are as follows:
|
|
Fair value of cash flow hedging instruments (i) |
|
Fair value of financial investments (ii) |
|
Cumulative translation adjustments of associates |
|
Actuarial gain/(loss) of post-employment benefits (iii) |
|
Non-controlling shareholders interest change (iv) |
|
Others |
|
Total |
|
As of December 31, 2023 |
(7,684) |
|
‐ |
|
‐ |
|
(36,608) |
|
197,369 |
|
1,031 |
|
154,108 |
|
Changes in fair value of financial instruments |
12,186 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
52 |
|
12,238 |
|
IRPJ and CSLL on fair value |
(3,691) |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
(3,691) |
|
Actuarial gains of own and subsidiaries’ post-employment benefits |
‐ |
|
‐ |
|
‐ |
|
24,587 |
|
‐ |
|
‐ |
|
24,587 |
|
IRPJ and CSLL on actuarial gains |
‐ |
|
‐ |
|
‐ |
|
(9,164) |
|
‐ |
|
‐ |
|
(9,164) |
|
Currency translation adjustment of foreign associates |
‐ |
|
‐ |
|
36,134 |
|
‐ |
|
‐ |
|
‐ |
|
36,134 |
|
As of December 31, 2024 |
811 |
|
‐ |
|
36,134 |
|
(21,185) |
|
197,369 |
|
1,083 |
|
214,212 |
|
Changes in fair value of financial instruments |
66,843 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
(1,317) |
|
65,526 |
|
Actuarial gains of own and subsidiaries’ post-employment benefits |
‐ |
|
‐ |
|
‐ |
|
253 |
|
‐ |
|
‐ |
|
253 |
|
IRPJ and CSLL on actuarial gains |
‐ |
|
‐ |
|
‐ |
|
843 |
|
‐ |
|
‐ |
|
843 |
|
Currency translation adjustment of foreign associates |
‐ |
|
‐ |
|
(57,479) |
|
‐ |
|
‐ |
|
‐ |
|
(57,479) |
|
As of December 31, 2025 |
67,654 |
|
‐ |
|
(21,345) |
|
(20,089) |
|
197,369 |
|
(234) |
|
223,355 |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
h. Allocation of income for the year
On February 26, 2025, the Board of Directors approved the distribution of dividends for the year 2024 in the amount of R$ 493,301 (R$ 0.45 per share), paid on March 14, 2025, without remuneration or monetary variation. Of this amount, R$ 285,180 (R$0.26 per share) refer to minimum mandatory dividends and R$ 208,121 (R$0.19 per share) to additional dividends to the minimum mandatory dividends. The distribution of dividends was ratified by the shareholders at the Ordinary and Extraordinary General Meeting on April 16, 2025.
On August 13, 2025, the Board of Directors approved the distribution of interim dividends in the amount of R$ 326,005 (R$ 0.30 per share), paid as from August 29, 2025, without remuneration or monetary variation. On December 1, 2025, the Board of Directors approved the distribution of interim dividends in the amount of R$ 1,087,308 (R$ 1.00 per share), paid as from December 16, 2025, without remuneration or monetary variation. Of the total dividends distributed for the year 2025, R$ 582,790 refer to minimum mandatory dividends and R$ 830,523 refer to additional dividends to the minimum mandatory dividends.
The management's proposal for the allocation of net income for 2025 and for distribution of dividends is as follows:
|
Allocation of net income |
12/31/2025 |
|
|
Net income for the year attributable to shareholders of Ultrapar |
2,453,853 |
|
|
Legal reserve (5% of the net income) |
(122,692) |
|
|
Adjusted net income (basis for dividends) |
2,331,161 |
|
|
|
|
|
|
Minimum mandatory dividends for the year (25% of the adjusted net income) |
582,790 |
|
|
Interim dividends already distributed (R$ 0.30 per share) |
(326,005) |
|
|
Interim dividends already distributed (R$ 1.00 per share) |
(1,087,308) |
|
|
Additional dividends to the minimum mandatory dividends |
830,523 |
|
|
|
|
|
|
Allocation of dividends |
|
|
|
Minimum mandatory dividends for the year (25% of the adjusted net income) |
582,790 |
|
|
Additional dividends to the minimum mandatory dividends |
830,523 |
|
|
Total amount of dividends distributed |
1,413,313 |
|
|
|
|
|
|
Allocation of net income |
|
|
|
Legal reserve (5% of the net income) |
122,692 |
|
|
Statutory reserve |
917,848 |
|
|
Minimum mandatory dividends for the year (25% of the adjusted net income) |
582,790 |
|
|
Additional dividends to the minimum mandatory dividends |
830,523 |
|
|
Total distribution of net income for the year attributable to shareholders of Ultrapar |
2,453,853 |
Changes in dividends payable are as follows:
|
|
Parent |
|
Consolidated |
|
Balance as of December 31, 2023 |
314,418 |
|
334,641 |
|
Dividends payable |
695,182 |
|
829,857 |
|
Dividends prescribed |
(3,369) |
|
(3,369) |
|
Payments |
(713,066) |
|
(833,658) |
|
Balance as of December 31, 2024 |
293,165 |
|
327,471 |
|
Provisions |
1,621,434 |
|
1,867,734 |
|
Payments |
(1,892,861) |
|
(2,172,132) |
|
Balance as of December 31, 2025 |
21,738 |
|
23,073 |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
|
For the year ended December 31, 2025 |
Accounting policy
Revenues from sales and services rendered under contracts with customers are recognized on the accrual basis when, or as, performance obligations are satisfied by transferring the control of a promised good or service to a customer in such a way that the customer obtains substantially all rewards generated, according to the obligations of each transaction, and when it is highly probable that the Company and its subsidiaries will receive the consideration in exchange for the transferred goods or services.
The Company and its subsidiaries recognize revenue under the 5-step model, in accordance with IFRS 15/CPC 47: (1) identification of contracts with customers; (2) identification of the performance obligations; (3) determination of the transaction price; (4) allocation of the transaction price to performance obligations under the contracts, and (5) revenue recognition when (or as) the performance obligation is satisfied and the control of the goods and services is transferred to the customer.
Revenue is measured and stated at the fair value of the consideration to which the Company and its subsidiaries expect to be entitled to, less returns, discounts, rebates, sales taxes, amortization of assets from contracts with customers, and other deductions, if applicable. The Company’s subsidiaries do not have obligations for return or refund in their contracts with customers and do not have significant financing component that directly impacts the determination of the expected consideration.
|
|
12/31/2025 |
|
12/31/2024 |
|
Sales revenue: |
|
|
|
|
Merchandise |
143,236,454 |
|
137,047,316 |
|
Services rendered and others |
3,459,179 |
|
1,814,590 |
|
Electricity (1) |
770,149 |
|
195,438 |
|
Sales returns, rebates and discounts |
(1,063,429) |
|
(1,122,338) |
|
Amortization of contract assets |
(469,766) |
|
(555,083) |
|
|
145,932,587 |
|
137,379,923 |
|
|
|
|
|
|
Taxes on sales |
(3,563,047) |
|
(3,881,010) |
|
|
|
|
|
|
Net revenue |
142,369,540 |
|
133,498,913 |
| (1) |
Refers to revenue from the sale of electricity of subsidiary Ultragaz Comercializadora, acquired by Ultragaz in 2024. For further information, see Note 28.c. |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
|
For the year ended December 31, 2025 |
22. Costs, expenses and other operating results by nature
The Company presents its results by nature in the consolidated statement of income and details below its costs, expenses and other operating results by nature:
|
|
Parent |
|
Consolidated |
||||
|
|
12/31/2025 |
|
12/31/2024 |
|
12/31/2025 |
|
12/31/2024 |
|
Raw materials and materials for use and consumption |
‐ |
|
‐ |
|
(129,898,055) |
|
(121,796,193) |
|
Personnel expenses |
(286,023) |
|
(248,179) |
|
(2,863,673) |
|
(2,591,309) |
|
Freight and storage |
‐ |
|
‐ |
|
(1,200,420) |
|
(1,276,230) |
|
Depreciation and amortization |
(14,491) |
|
(15,808) |
|
(1,219,034) |
|
(900,673) |
|
Services provided by third parties |
(87,827) |
|
(74,375) |
|
(947,407) |
|
(794,155) |
|
Purchase of electricity (a) |
‐ |
|
- |
|
(654,289) |
|
(171,183) |
|
Decarbonization obligation (b) |
‐ |
|
- |
|
(370,823) |
|
(584,371) |
|
Amortization of right-of-use assets |
(2,955) |
|
(2,864) |
|
(367,129) |
|
(312,060) |
|
Advertising and marketing |
(2,341) |
|
(1,779) |
|
(231,779) |
|
(221,344) |
|
Bonuses and commissions |
- |
|
- |
|
(159,200) |
|
(122,436) |
|
Taxes and fees |
(395) |
|
(283) |
|
(128,071) |
|
(60,411) |
|
Other expenses and income, net (c) |
25,256 |
|
(6,625) |
|
616,538 |
|
232,741 |
|
Shared Services Center/Holding expenses |
371,248 |
|
319,422 |
|
‐ |
|
‐ |
|
|
|
|
|
|
|
|
|
|
Total |
2,472 |
|
(30,491) |
|
(137,423,342) |
|
(128,597,624) |
|
|
|
|
|
|
|
|
|
|
Classified as: |
|
|
|
|
|
|
|
|
Cost of products and services sold |
‐ |
|
‐ |
|
(133,010,699) |
|
(123,811,893) |
|
Selling and marketing |
‐ |
|
‐ |
|
(2,517,894) |
|
(2,499,547) |
|
General and administrative |
(53,165) |
|
(48,834) |
|
(2,249,413) |
|
(1,872,092) |
|
Other operating income (expenses), net (c) |
55,637 |
|
18,343 |
|
354,664 |
|
(414,092) |
|
|
|
|
|
|
|
|
|
|
Total |
2,472 |
|
(30,491) |
|
(137,423,342) |
|
(128,597,624) |
|
(a) |
Refers to the purchase of electricity of subsidiary Ultragaz Comercializadora, acquired by Ultragaz in 2024. For further information, see Note 28.c. |
| (b) | Refers to the obligation established by the RenovaBio program to meet decarbonization targets for the gas and oil sector. The amounts are presented in Other operating income (expenses), net. |
| (c) | Include extemporaneous credits recognized in the year of R$ 672,572, see Note 7. |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
|
For the year ended December 31, 2025 |
|
|
Parent |
|
Consolidated |
||||
|
|
12/31/2025 |
|
12/31/2024 |
|
12/31/2025 |
|
12/31/2024 |
|
Financial income: |
|
|
|
|
|
|
|
|
Interest on financial investments |
39,334 |
|
25,470 |
|
731,698 |
|
514,460 |
|
Interest from customers |
‐ |
|
‐ |
|
168,348 |
|
173,184 |
|
Update of subscription warrants (see Note 19) |
‐ |
|
31,657 |
|
‐ |
|
31,657 |
|
Selic interest on PIS/COFINS credits (a) |
‐ |
|
3 |
|
636,946 |
|
57,839 |
|
Other finance income |
6,464 |
|
11,739 |
|
43,850 |
|
103,934 |
|
|
45,798 |
|
68,869 |
|
1,580,842 |
|
881,074 |
|
Financial expenses: |
|
|
|
|
|
|
|
|
Interest on loans, financing and financial instruments |
(2,704) |
|
(911) |
|
(2,254,249) |
|
(1,235,748) |
|
Interest on leases payable |
(677) |
|
(788) |
|
(153,247) |
|
(133,767) |
|
Update of subscription warrants (see Note 19) |
(14,317) |
|
‐ |
|
(14,317) |
|
‐ |
|
Bank charges, financial transactions tax, and other taxes |
(566) |
|
(12,744) |
|
(151,987) |
|
(151,518) |
|
Foreign exchange variations, net of gain (loss) on derivative financial instruments |
- |
|
1,624 |
|
(81,131) |
|
(280,861) |
|
Update of provisions and other expenses |
(1,571) |
|
(8,140) |
|
(93,265) |
|
(11,114) |
|
|
(19,835) |
|
(20,959) |
|
(2,748,196) |
|
(1,813,008) |
|
Total |
25,963 |
|
47,910 |
|
(1,167,354) |
|
(931,934) |
| (a) | Include the result of financial income arising from extemporaneous credits recognized in the year of R$ 480,318, see Note 7. |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
|
For the year ended December 31, 2025 |
The table below presents a reconciliation of numerators and denominators used in computing earnings per share. The Company has a stock plan and subscription warrants, as mentioned in Notes 8.d and 19, respectively.
|
|
01/01/2025 to 12/31/2025 |
|
|
||||
|
|
Continuing Operations |
Discontinued Operations |
Total |
|
01/01/2024 to 12/31/2024 |
||
|
Basic earnings per share |
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Net income for the year of the Company |
2,575,006 |
(121,153) |
2,453,853 |
|
2,362,740 |
||
|
Weighted average number of shares outstanding (in thousands) |
1,071,727 |
1,071,727 |
1,071,727 |
|
1,102,130 |
||
|
Basic earnings per share - R$ |
2.4027 |
(0.1130) |
2.2896 |
|
2.1438 |
||
|
|
|
|
|
|
|
||
|
Diluted earnings per share |
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Net income for the year of the Company |
2,575,006 |
(121,153) |
2,453,853 |
|
2,362,740 |
||
|
Weighted average number of outstanding shares (in thousands), including dilution effects |
1,095,126 |
1,095,126 |
1,095,126 |
|
1,117,595 |
||
|
Diluted earnings per share - R$ |
2.3513 |
(0.1106) |
2.2407 |
|
2.1141 |
||
|
|
|
|
|
|
|
||
|
Weighted average number of shares (in thousands) |
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Weighted average number of shares for basic earnings per share |
‐ |
‐ |
1,071,727 |
|
1,102,130 |
||
|
Dilution effect |
|
|
|
|
|
||
|
Subscription warrants |
‐ |
‐ |
2,816 |
|
3,051 |
||
|
Stock plan |
‐ |
‐ |
20,583 |
|
12,414 |
||
|
|
|
|
|
|
|
||
|
Weighted average number of shares for diluted earnings per share |
‐ |
‐ |
1,095,126 |
|
1,117,595 |
||
Earnings per share were adjusted retrospectively by the issuance of 3,266,694 common shares due to the partial exercise of the rights conferred by the subscription warrants disclosed in Note 19.
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
|
For the year ended December 31, 2025 |
The segments shown in these financial statements are strategic business units supplying different products and services. Intersegment sales are made considering the conditions negotiated between the parties.
The main segments are presented in the table below:
|
Segment |
Main activities |
|
Ultragaz |
Distribution of liquefied petroleum gas (LPG) in the segments: bulk, comprising condominiums, trade, services, industries and agribusiness; and bottled, mainly comprising residential consumers. To expand the offer of energy solutions to its customers, the company also operates in the segments of renewable energy solutions and compressed natural gas. |
|
Ipiranga |
Distribution and sale of oil-related products, biofuels and similar products (gasoline, ethanol, diesel, fuel oil, kerosene, natural gas for vehicles, and lubricants) to service stations that operate under the Ipiranga brand throughout Brazil and to major consumers and carrier-reseller-retailer (TRRs), as well as in the convenience stores and automotive services segments. |
|
Ultracargo |
Operates in specialized liquid bulk storage solutions in the main logistics centers of Brazil. |
|
Hidrovias (1) |
Operations in logistics solutions and waterway and multimodal infrastructure, in Brazil and abroad. |
| (1) | As of May 2025, through the acquisition of control according to Note 28.b, the Company began to report Hidrovias as a new operating segment. |
a. Geographic area information
The subsidiaries generate revenue from operations in Brazil, as well as from exports of products and services to foreign customers, as disclosed below:
|
|
12/31/2025 |
|
12/31/2024 |
|
Net revenue from sales and services: |
|
|
|
|
Brazil |
139,822,732 |
|
132,311,614 |
|
Europe |
267,352 |
|
50,717 |
|
United States of America and Canada |
729,467 |
|
681,136 |
|
Other Latin American countries |
527,285 |
|
202,949 |
|
Oceania |
768,434 |
|
‐ |
|
Others |
254,270 |
|
252,497 |
|
Total |
142,369,540 |
|
133,498,913 |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
b. Financial information related to segments
The main financial information of each of the continuing operations of the Company’s segments is as follows.
|
12/31/2025 |
||||||||
|
Profit or loss |
Ipiranga |
Ultragaz |
Ultracargo |
Hidrovias (3) |
Others (1) (2) |
Subtotal Segments |
Eliminations |
Total |
|
Net revenue from sales and services |
127,632,935 |
12,313,710 |
1,020,908 |
1,562,214 |
9,081 |
142,538,848 |
(169,308) |
142,369,540 |
|
Transactions with third parties |
127,632,761 |
12,312,469 |
861,193 |
1,562,214 |
903 |
142,369,540 |
‐ |
142,369,540 |
|
Intersegment transactions |
174 |
1,241 |
159,715 |
‐ |
8,178 |
169,308 |
(169,308) |
‐ |
|
Cost of products and services sold |
(121,937,313) |
(9,838,452) |
(443,085) |
(951,780) |
‐ |
(133,170,630) |
159,931 |
(133,010,699) |
|
Gross profit |
5,695,622 |
2,475,258 |
577,823 |
610,434 |
9,081 |
9,368,218 |
(9,377) |
9,358,841 |
|
Operating income (expenses) |
|
|
|
|
|
|
|
|
|
Selling and marketing |
(1,878,042) |
(635,926) |
(9,148) |
(1,777) |
‐ |
(2,524,893) |
6,999 |
(2,517,894) |
|
General and administrative |
(1,146,699) |
(417,749) |
(157,428) |
(265,500) |
(269,664) |
(2,257,040) |
7,627 |
(2,249,413) |
|
Gain (loss) on disposal of assets |
141,782 |
(62,924) |
(465) |
21,088 |
89 |
99,570 |
‐ |
99,570 |
|
Other operating income (expenses), net |
340,822 |
15,279 |
6,963 |
(60,278) |
51,878 |
354,664 |
‐ |
354,664 |
|
Operating income (loss) |
3,153,485 |
1,373,938 |
417,745 |
303,967 |
(208,616) |
5,040,519 |
5,249 |
5,045,768 |
|
Share of profit (loss) of subsidiaries, joint ventures and associates |
(12,066) |
514 |
2,840 |
(69,646) |
(77,641) |
(155,999) |
‐ |
(155,999) |
|
Amortization of fair value adjustments on associates acquisition |
‐ |
‐ |
(1,611) |
‐ |
‐ |
(1,611) |
‐ |
(1,611) |
|
Gain on acquisition of control of associate |
‐ |
‐ |
‐ |
91,105 |
‐ |
91,105 |
‐ |
91,105 |
|
Total share of profit (loss) of subsidiaries, joint ventures and associates |
(12,066) |
514 |
1,229 |
21,459 |
(77,641) |
(66,505) |
‐ |
(66,505) |
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before financial result and income and social contribution taxes |
3,141,419 |
1,374,452 |
418,974 |
325,426 |
(286,257) |
4,974,014 |
5,249 |
4,979,263 |
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization (a) |
450,684 |
333,568 |
130,889 |
274,928 |
17,905 |
1,207,974 |
(5,906) |
1,202,068 |
|
Amortization of contractual assets with customers - exclusivity rights |
469,765 |
1 |
‐ |
‐ |
‐ |
469,766 |
‐ |
469,766 |
|
Amortization of right-of-use assets |
214,700 |
84,473 |
33,574 |
31,429 |
2,953 |
367,129 |
‐ |
367,129 |
|
Amortization of fair value adjustments on associates acquisition |
‐ |
‐ |
1,611 |
‐ |
‐ |
1,611 |
‐ |
1,611 |
|
Total depreciation and amortization |
1,135,149 |
418,042 |
166,074 |
306,357 |
20,858 |
2,046,480 |
(5,906) |
2,040,574 |
| (a) |
The amount is net of PIS and COFINS on depreciation in the amount of R$ 16,967. |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
|
12/31/2024 |
|||||||
|
Profit or loss |
Ipiranga |
Ultragaz |
Ultracargo |
Others (1) (2) |
Subtotal Segments |
Eliminations |
Total |
|
Net revenue from sales and services |
121,336,232 |
11,288,418 |
1,075,558 |
8,691 |
133,708,899 |
(209,986) |
133,498,913 |
|
Transactions with third parties |
121,335,586 |
11,287,337 |
875,997 |
(7) |
133,498,913 |
‐ |
133,498,913 |
|
Intersegment transactions |
646 |
1,081 |
199,561 |
8,698 |
209,986 |
(209,986) |
‐ |
|
|
|
|
|
|
|
|
|
|
Cost of products and services sold |
(114,730,458) |
(8,895,244) |
(386,568) |
‐ |
(124,012,270) |
200,377 |
(123,811,893) |
|
|
|
|
|
|
|
|
|
|
Gross profit |
6,605,774 |
2,393,174 |
688,990 |
8,691 |
9,696,629 |
(9,609) |
9,687,020 |
|
|
|
|
|
|
|
|
|
|
Operating income (expenses) |
|
|
|
|
|
|
|
|
Selling and marketing |
(1,886,281) |
(606,609) |
(10,723) |
(11) |
(2,503,624) |
4,077 |
(2,499,547) |
|
General and administrative |
(1,132,913) |
(344,060) |
(176,687) |
(230,068) |
(1,883,728) |
11,636 |
(1,872,092) |
|
Gain (loss) on disposal of assets |
167,657 |
4,134 |
(24) |
70 |
171,837 |
‐ |
171,837 |
|
Other operating income (expenses), net |
(512,714) |
82,552 |
13,692 |
2,378 |
(414,092) |
‐ |
(414,092) |
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
3,241,523 |
1,529,191 |
515,248 |
(218,940) |
5,067,022 |
6,104 |
5,073,126 |
|
|
|
|
|
|
|
|
|
|
Share of profit (loss) of subsidiaries, joint ventures and associates |
(8,654) |
578 |
3,433 |
(122,539) |
(127,182) |
‐ |
(127,182) |
|
Amortization of fair value adjustments on associates acquisition |
‐ |
‐ |
(2,493) |
‐ |
(2,493) |
‐ |
(2,493) |
|
Total share of profit (loss) of subsidiaries, joint ventures and associates |
(8,654) |
578 |
940 |
(122,539) |
(129,675) |
‐ |
(129,675) |
|
|
|
|
|
|
|
|
|
|
Income (loss) before financial result and income and social contribution taxes |
3,232,869 |
1,529,769 |
516,188 |
(341,479) |
4,937,347 |
6,104 |
4,943,451 |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization (a) |
444,924 |
284,153 |
118,559 |
19,451 |
867,087 |
(5,953) |
861,134 |
|
Amortization of contractual assets with customers - exclusivity rights |
553,840 |
1,243 |
‐ |
‐ |
555,083 |
‐ |
555,083 |
|
Amortization of right-of-use assets |
213,092 |
66,081 |
29,998 |
2,889 |
312,060 |
‐ |
312,060 |
|
Amortization of fair value adjustments on associates acquisition |
‐ |
‐ |
2,493 |
‐ |
2,493 |
‐ |
2,493 |
|
Total depreciation and amortization |
1,211,856 |
351,477 |
151,050 |
22,340 |
1,736,723 |
(5,953) |
1,730,770 |
| (a) | The amount is net of PIS and COFINS on depreciation in the amount of R$ 39,539. |
| (1) | Includes in the line “General and administrative and Revenue from sale of goods” the amount of R$ 209,697 in 2025 (R$ 172,242 in 2024) of expenses related to Ultrapar's holding structure. |
| (2) | The “Others” column refers to the parent Ultrapar and subsidiaries Imaven, Ultrapar International, UVC Investimentos, Eaí Clube Automobilista and share of profit (loss) of joint venture RPR and of Hidrovias while associate. |
|
(3) |
The “Hidrovias” segment is composed of Hidrovias (HBSA3), which became consolidated in May 2025, and its parent company Ultra Logística, direct subsidiary of Ultrapar, and therefore, the reported numbers may contain differences with the numbers reported by Hidrovias (HBSA3). |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
c. Assets by segment
|
12/31/2025 |
|||||||
|
Assets |
Ipiranga |
Ultragaz |
Ultracargo |
Hidrovias (1) |
Others (2) |
Subtotal Segments |
Total |
|
Investments |
102,837 |
4,092 |
238,607 |
135,973 |
39,872 |
521,381 |
521,381 |
|
Property, plant and equipment |
3,428,819 |
1,667,025 |
2,596,271 |
4,340,526 |
134,456 |
12,167,097 |
12,167,097 |
|
Intangible assets |
1,277,871 |
274,971 |
286,219 |
1,201,198 |
276,219 |
3,316,478 |
3,316,478 |
|
Right-of-use assets |
826,598 |
187,116 |
620,628 |
288,733 |
5,619 |
1,928,694 |
1,928,694 |
|
Other current and non-current assets |
21,191,237 |
3,563,356 |
447,929 |
2,351,670 |
3,861,152 |
31,415,344 |
31,415,344 |
|
Total assets (excluding intersegment transactions) |
26,827,362 |
5,696,560 |
4,189,654 |
8,318,100 |
4,317,318 |
49,348,994 |
49,348,994 |
|
12/31/2024 |
||||||
|
Assets |
Ipiranga |
Ultragaz |
Ultracargo |
Others (2) |
Subtotal Segments |
Total |
|
Investments |
146,450 |
1,042 |
216,134 |
1,785,007 |
2,148,633 |
2,148,633 |
|
Property, plant and equipment |
3,282,469 |
1,566,376 |
2,157,663 |
129,458 |
7,135,966 |
7,135,966 |
|
Intangible assets |
1,017,405 |
333,652 |
283,598 |
273,675 |
1,908,330 |
1,908,330 |
|
Right-of-use assets |
911,783 |
152,024 |
599,853 |
7,664 |
1,671,324 |
1,671,324 |
|
Other current and non-current assets |
20,944,583 |
2,156,708 |
393,368 |
3,199,162 |
26,693,821 |
26,693,821 |
|
Total assets (excluding intersegment transactions) |
26,302,690 |
4,209,802 |
3,650,616 |
5,394,966 |
39,558,074 |
39,558,074 |
| (1) | The “Hidrovias” column is composed of Hidrovias and its parent company Ultra Logística, a direct subsidiary of Ultrapar, which is not part of Hidrovias segment, and therefore, the reported numbers may contain differences with the numbers reported by Hidrovias. |
| (2) |
The “Others” column refers to the parent Ultrapar and subsidiaries Imaven, Ultrapar International, UVC Investimentos, Eaí Clube Automobilista and share of profit (loss) of joint venture RPR. |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
Accounting policy
Financial instruments are classified and measured as follows:
• Amortized cost: financial instruments held in order to collect and comply with contractual cash flows, solely principal and interest. Interest earned, losses and foreign exchange variations are recognized in profit or loss and balances are stated at amortized cost using the effective interest rate method.
• Measured at fair value through other comprehensive income: financial instruments contracted for the purpose of collecting contractual cash flows or selling financial assets. The balances are stated at fair value, and interest earned, losses and foreign exchange variations are recognized in profit or loss. Differences between fair value and initial amount of financial investments plus interest earned and foreign exchange variations are recognized in equity under “Accumulated other comprehensive income”. Accumulated gains and losses recognized in equity are reclassified to profit or loss at the time of their settlement.
• Measured at fair value through profit or loss: financial instruments that were not classified as amortized cost or as measured at fair value through other comprehensive income. Balances are stated at fair value. Interest earned, foreign exchange variations and changes in fair value are recognized in profit or loss. Investment funds and derivatives are classified as measured at fair value through profit or loss.
The Company and its subsidiaries use financial instruments for hedging purposes, applying the following concepts:
• Hedge accounting – fair value hedge: financial instrument used to hedge exposure to changes in the fair value of an item, attributable to a particular risk, which can affect profit or loss.
• Hedge accounting – cash flow hedge: financial instruments used to hedge the exposure to variability in cash flows that is attributable to a risk associated with an asset or liability or highly probable transaction or firm commitment that may affect profit or loss.
• Hedge accounting – hedge of investments in foreign operations: financial instruments used to hedge exposure on net investments in foreign subsidiaries due to the fact that the local functional currency is different from the functional currency of the Company.
Classes and categories of financial instruments and their fair values
The balances of financial instrument assets and liabilities and the measurement criteria are presented in accordance with the following categories:
| (a) | Level 1 – prices negotiated (without adjustment) in active markets for identical assets or liabilities; | |
| (b) | Level 2 – inputs other than prices negotiated in active markets included in Level 1 and observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and | |
| (c) | Level 3 - inputs for assets or liabilities that are not based on observable market variables (unobservable inputs). |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
|
|
|
Level |
|
Carrying value |
Carrying value |
|
Fair value |
|||
|
12/31/2025 |
Note |
|
|
Measured at fair value through profit or loss |
|
Measured at amortized cost |
Total |
|
|
|
|
Financial assets: |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
Cash and banks |
4.a |
|
|
‐ |
|
842,295 |
842,295 |
|
842,295 |
|
|
Securities and funds in local currency |
4.a |
Level 2 |
|
515,456 |
|
1,107,452 |
1,622,908 |
|
1,622,908 |
|
|
Securities and funds in foreign currency |
4.a |
|
|
‐ |
|
709,922 |
709,922 |
|
709,922 |
|
|
Financial investments |
|
|
|
|
|
|
|
|
|
|
|
Securities and funds in local currency |
4.b |
Level 2 |
|
3,188,963 |
|
122,622 |
3,311,585 |
|
3,311,585 |
|
|
Securities and funds in foreign currency |
4.b |
|
|
‐ |
|
2,921,770 |
2,921,770 |
|
2,921,770 |
|
|
Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
Financial |
26.f |
Level 2 |
|
777,064 |
|
‐ |
777,064 |
|
777,064 |
|
|
Operational |
26.f |
Level 2 |
|
123,253 |
|
‐ |
123,253 |
|
123,253 |
|
|
Energy trading futures contracts |
26.h |
Level 2 |
|
1,095,362 |
|
‐ |
1,095,362 |
|
1,095,362 |
|
|
Trade receivables |
5.a |
|
|
‐ |
|
4,089,708 |
4,089,708 |
|
4,089,708 |
|
|
Reseller financing |
5.a |
|
|
‐ |
|
1,508,373 |
1,508,373 |
|
1,508,373 |
|
|
Related parties |
8 |
|
|
‐ |
|
105,196 |
105,196 |
|
105,196 |
|
|
Other receivables and other assets |
|
|
|
‐ |
|
469,109 |
469,109 |
|
469,109 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
5,700,098 |
|
11,876,447 |
17,576,545 |
|
17,576,545 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities: |
|
|
|
|
|
|
|
|
|
|
|
Financing and debentures |
15.a |
Level 2 |
|
9,713,213 |
|
10,380,048 |
20,093,261 |
|
20,020,048 |
|
|
Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
Financial |
26.f |
Level 2 |
|
501,148 |
|
‐ |
501,148 |
|
501,148 |
|
|
Operational |
26.f |
Level 2 |
|
79,767 |
|
‐ |
79,767 |
|
79,767 |
|
|
Energy trading futures contracts |
26.h |
Level 2 |
|
734,873 |
|
‐ |
734,873 |
|
734,873 |
|
|
Trade payables |
16.a |
|
|
‐ |
|
4,643,344 |
4,643,344 |
|
4,643,344 |
|
|
Trade payables - reverse factoring |
|
|
|
- |
|
3,785 |
3,785 |
|
3,785 |
|
|
Subscription warrants – indemnification |
19 |
Level 1 |
|
53,911 |
|
‐ |
53,911 |
|
53,911 |
|
|
Financial liabilities of customers |
|
|
|
‐ |
|
74,326 |
74,326 |
|
74,326 |
|
|
Contingent consideration |
|
|
|
‐ |
|
74,760 |
74,760 |
|
74,760 |
|
|
Related parties |
8 |
|
|
‐ |
|
2,875 |
2,875 |
|
2,875 |
|
|
Other payables |
|
|
|
‐ |
|
957,148 |
957,148 |
|
957,148 |
|
|
Total |
|
|
|
11,082,912 |
|
16,136,286 |
27,219,198 |
|
27,145,985 |
|
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
|
|
|
Level |
|
Carrying value |
Carrying value |
|
Fair value |
|||
|
12/31/2024 |
Note |
|
|
Measured at fair value through profit or loss |
|
Measured at amortized cost |
Total |
|
|
|
|
Financial assets: |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
Cash and banks |
4.a |
|
|
‐ |
|
405,840 |
405,840 |
|
405,840 |
|
|
Securities and funds in local currency |
4.a |
|
|
‐ |
|
1,286,152 |
1,286,152 |
|
1,286,152 |
|
|
Securities and funds in foreign currency |
4.a |
|
|
‐ |
|
379,601 |
379,601 |
|
379,601 |
|
|
Financial investments |
|
|
|
|||||||
|
Securities and funds in local currency |
4.b |
Level 2 |
|
2,271,979 |
|
‐ |
2,271,979 |
|
2,271,979 |
|
|
Securities and funds in foreign currency |
4.b |
|
|
‐ |
|
2,854,126 |
2,854,126 |
|
2,854,126 |
|
|
Derivative financial instruments |
|
|
|
|||||||
|
Financial |
26.f |
Level 2 |
|
825,783 |
|
‐ |
825,783 |
|
825,783 |
|
|
Operational |
26.f |
Level 2 |
|
8,203 |
|
‐ |
8,203 |
|
8,203 |
|
|
Energy trading futures contracts |
26.h |
Level 2 |
|
404,695 |
|
‐ |
404,695 |
|
404,695 |
|
|
Trade receivables |
5.a |
|
|
‐ |
|
3,913,004 |
3,913,004 |
|
3,913,004 |
|
|
Reseller financing |
5.a |
|
|
‐ |
|
1,404,883 |
1,404,883 |
|
1,404,883 |
|
|
Related parties |
8 |
|
|
‐ |
|
416 |
416 |
|
416 |
|
|
Other receivables and other assets |
- |
|
|
‐ |
|
386,853 |
386,853 |
|
386,853 |
|
|
Total |
|
|
|
3,510,660 |
|
10,630,875 |
14,141,535 |
|
14,141,535 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities: |
|
|
|
|
|
|
|
|
|
|
|
Financing and debentures |
15.a |
Level 2 |
|
5,553,796 |
|
8,306,714 |
13,860,510 |
|
13,600,251 |
|
|
Derivative financial instruments |
|
|
|
|||||||
|
Financial |
26.f |
Level 2 |
|
419,842 |
|
‐ |
419,842 |
|
419,842 |
|
|
Operational |
26.f |
Level 2 |
|
21,758 |
|
‐ |
21,758 |
|
21,758 |
|
|
Energy trading futures contracts |
26.h |
Level 2 |
|
114,776 |
|
‐ |
114,776 |
|
114,776 |
|
|
Trade payables |
16.a |
- |
|
- |
|
3,518,385 |
3,518,385 |
|
3,518,385 |
|
|
Trade payables - reverse factoring |
16.b |
- |
|
‐ |
|
1,014,504 |
1,014,504 |
|
1,014,504 |
|
|
Subscription warrants – indemnification |
19 |
Level 1 |
|
47,745 |
|
‐ |
47,745 |
|
47,745 |
|
|
Financial liabilities of customers |
- |
- |
|
‐ |
|
180,225 |
180,225 |
|
180,225 |
|
|
Contingent consideration |
28.a |
- |
|
42,186 |
|
52,988 |
95,174 |
|
95,174 |
|
|
Other payables |
- |
- |
|
‐ |
|
171,520 |
171,520 |
|
171,520 |
|
|
Total |
|
|
|
6,200,103 |
|
13,244,336 |
19,444,439 |
|
19,184,180 |
|
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
The fair value of financial instruments measured at Level 2 is described below:
Securities and funds in local currency: Estimated at the fund unit value as of the date of the financial statements, which corresponds to their fair value.
Derivative instruments: Estimated based on the US dollar futures contracts and the future curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 on the closing date.
Energy trading futures contracts: The fair value considers: (i) the prices established in recent purchases and sales; and (ii) the market price projected in the availability period. Whenever the fair value at initial recognition differs from the transaction price for these contracts, a gain or loss is recognized.
Financing and debentures: Estimated based on the US dollar futures contracts and the future curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 on the closing date. The fair value calculation of notes in the foreign market used the quoted price in the market.
Financial risk management
The Company and its subsidiaries are exposed to strategic/operational risks and economic/financial risks. Operational/strategic risks (including demand behavior, competition, technological innovation, and material changes in the industry) are addressed by the Company’s management model.
Economic/financial risks primarily reflect default of customers, behavior of macroeconomic variables, such as commodities prices, exchange and interest rates, as well as the characteristics of the financial instruments used and their counterparties. These risks are managed through specific strategies and control policies.
The Company has a financial risk policy approved by its Board of Directors (“Policy”). In accordance with the Policy, the main objectives of financial management are to preserve the value and liquidity of financial assets and ensure financial resources for the development of the business, including expansions. The main financial risks considered in the Policy are market risks (currencies, interest rates and commodities), liquidity and credit.
The Financial Risk Committee is responsible for monitoring the compliance with the Policy and deciding on any cases of non-compliance. The Audit and Risk Committee (“CAR”) advises the Board of Directors in the efficiency of controls and in the review of the Risk Management Policy. The Risk, Integrity and Audit Director monitors the compliance with the Policy and reports to CAR and the Board of Directors the exposure to the risks and any cases of non-compliance with the Policy.
The Company and its subsidiaries are exposed to the following risks, which are mitigated and managed using specific financial instruments:
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
|
Risks |
|
Exposure origin |
Management |
|
|
Market risk - exchange rate |
|
Possibility of losses resulting from exposures to exchange rates other than the functional presentation currency, which may be of a financial or operational origin. |
Seek exchange rate neutrality, using hedging instruments if applicable. |
|
|
Market risk - interest rate |
|
Possibility of losses resulting from the contracting of fixed-rate financial assets or liabilities. |
Maintain most of the net financial exposure indexed to floating rates, linked to the basic interest rate. |
|
|
Market risk - commodity prices |
|
Possibility of losses resulting from changes in the prices of the main raw materials or products sold by the Company and their effects on profit or loss, statement of financial position and cash flow. |
Hedging instruments, if applicable. |
|
|
Credit risk |
|
Possibility of losses associated with the counterparty's failure to comply with financial obligations due to insolvency issues or deterioration in risk classification. |
Diversification and monitoring of counterparty’s solvency and liquidity indicators. |
|
|
Liquidity risk |
|
Possibility of inability to honor obligations, including guarantees, and incurring losses. |
For cash management: financial investments liquidity. For debt management: seek the combination of better terms and costs, by monitoring the ratio of average debt term to financial leverage. |
a. Market risk - exchange and interest rates
Currency risk management is guided by neutrality of currency exposures and considers the risks associated to changes in exchange rates. The Company considers as its main exposure the assets and liabilities in foreign currency.
The Company and its subsidiaries use foreign exchange hedging instruments to protect their assets, liabilities, receipts, disbursements and investments in foreign currencies. These instruments aim to reduce the effects of foreign exchange variations, within the exposure limits of its Policy.
As to the interest rate risk, the Company and its subsidiaries raise and invest funds mainly linked to the DI. The Company seeks to maintain most of its financial assets and liabilities with floating interest rates, adopting instruments that hedge against the risk of changes in interest rates.
The assets and liabilities exposed to foreign currency, translated to Reais, and/or exposed to floating interest rates are shown below:
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
|
|
|
|
Exchange rate |
|
Interest rate |
||||
|
|
Note |
Currency |
12/31/2025 |
|
12/31/2024 |
Currency |
12/31/2025 |
|
12/31/2024 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents, and financial investments |
4.a |
USD |
4,041,383 |
|
3,428,520 |
DI |
3,149,064 |
|
3,558,131 |
|
Trade receivables, net of allowance for expected credit losses |
5.a |
USD |
136,800 |
|
27,393 |
- |
‐ |
|
‐ |
|
Imports in progress |
6 |
BRL/ USD |
‐ |
|
93,821 |
- |
‐ |
|
‐ |
|
Other assets in foreign currency |
- |
USD |
35,366 |
|
21,028 |
- |
‐ |
|
‐ |
|
|
|
|
4,213,549 |
|
3,570,762 |
|
3,149,064 |
|
3,558,131 |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
Loans, financing and debentures (1) |
15.a |
USD/ EUR/ JPY |
(9,953,946) |
|
(6,681,657) |
DI |
(5,210,374) |
|
(3,515,010) |
|
Loans – FINEP |
15.a |
|
‐ |
|
‐ |
TJLP |
(27,249) |
|
(679) |
|
Foreign suppliers (2) |
16.a |
USD |
(1,882,109) |
|
(936,140) |
- |
‐ |
|
‐ |
|
Other liabilities in foreign currency |
- |
USD |
(3,049) |
|
(41,298) |
‐ |
‐ |
|
‐ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,839,104) |
|
(7,659,095) |
|
(5,237,623) |
|
(3,515,689) |
|
Derivative instruments |
26.f |
USD / EUR / JPY |
7,827,902 |
|
3,470,855 |
DI |
(11,211,803) |
|
(6,380,131) |
|
|
|
|
202,347 |
|
(617,478) |
|
(13,300,362) |
|
(6,337,689) |
|
Net liability position - equity |
|
|
318,867 |
|
‐ |
|
‐ |
|
‐ |
|
Net liability position - profit or loss |
|
|
(116,520) |
|
(617,478) |
|
(13,300,362) |
|
(6,337,689) |
| (1) | Gross transaction costs of R$ 24,546 (R$ 7,807 as of December 31, 2024), discount on notes in the foreign market of R$ 3,355 (R$ 5,246 as of December 31, 2024), and amortization of fair value adjustment of R$ 78,431. |
| (2) | Net balance of imports in progress in the amount of R$ 172,030 as of December 31, 2025. |
| 81 |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
Sensitivity analysis with devaluation of the Real and interest rate increase
|
|
Exchange rate - Real devaluation (i) |
|
Interest rate increase (ii) |
|
Effect on profit or loss |
(4,236) |
|
143,643 |
|
Effect on equity |
11,591 |
|
‐ |
|
Total |
7,355 |
|
143,643 |
| (i) | The average U.S. dollar rate of R$ 5.7024 was used for the sensitivity analysis, based on future market curves as of December 31, 2025 on the net position of the Company exposed to the currency risk, simulating the effects of devaluation of the Real on profit or loss. The closing rate considered was R$ 5.5024. The table above shows the effects of the exchange rate changes on the net asset position of R$ 202,347 (or US$ 36,774 using the closing rate) in foreign currency as of December 31, 2025. |
| (ii) |
For the probable scenario presented, the Company used as a base scenario the market curves affected by the Interbank Deposit (DI) rate and the Long-Term Interest Rate (TJLP). The sensitivity analysis shows the incremental expenses and income that would be recognized in financial result, if the market curves of floating interest at the base date were applied to the average balances of the current year. The annual base rate used was 14.90% and the sensitivity rate was 13.82% according to reference rates made available by B3. |
b. Market risk - commodity prices
The Company and its subsidiaries are exposed to commodity price risk, mainly in relation to diesel and gasoline, affected by macroeconomic and geopolitical factors.
The foreign exchange derivative instruments and commodities designated as fair value hedge are concentrated in subsidiary IPP. The objective is to convert the cost of the imported product from fixed to variable until fuel blending, aligning it to the sales price. IPP uses over-the-counter derivatives for this hedge operation, aligning them with the value of the inventories of imported product.
To mitigate this risk, the Company continuously monitors the market and uses hedge operations with derivative contracts, traded on the stock exchange and the over-the-counter market.
|
Derivative |
|
Fair value (R$ thousand) |
|
Possible scenario (∆ of 10% - R$ thousand) |
||||||||
| 12/31/2025 | 12/31/2024 | 12/31/2025 | 12/31/2024 | |||||||||
|
Commodity forward |
|
51,189 |
|
(7,707) |
|
(1,811) |
|
(12,430) |
||||
| (1) | The table above shows the positions of derivative financial instruments to hedge commodity price risk as of December 31, 2025 and December 31, 2024, in addition to a sensitivity analysis considering a valuation of 10% of the closing price for each year. For further information, see Note 26. |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
c. Credit risk
Credit risk is related to the possibility of non-compliance with a commitment by a counterparty in a transaction. Credit risk is managed strategically and arises from cash equivalents, financial investments, derivative financial instruments and trade receivables, among others.
c.1 Financial institutions and government
The credit risk of financial institutions and governments related to cash and cash equivalents, financial investments and derivative financial instruments as of December 31, 2025, by counterparty rating, is summarized below:
|
|
|
Fair value |
||
|
Counterparty credit rating |
|
12/31/2025 |
|
12/31/2024 |
|
AAA |
|
9,893,391 |
|
7,557,385 |
|
AA |
|
353,060 |
|
305,686 |
|
A |
|
7,855 |
|
3,668 |
|
Others |
|
54,491 |
|
162,338 |
|
Total |
|
10,308,797 |
|
8,029,077 |
c.2 Trade receivables
Credit granting is managed in subsidiaries based on policies and criteria specific to each business segment. The process includes credit analysis, the establishment of limits and required guarantees, with approval at predefined approval levels.
The subsidiaries manage credit throughout the customer’s life cycle, with specific processes for monitoring credit risk and renegotiating or executing credit, as applicable.
For further information on the allowance for expected credit losses, see Note 5.b.
d. Liquidity risk
Liquidity risk is the possibility of the Company facing difficulties to comply with its financial obligations, which must be settled with payments or other financial assets.
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
The main sources of liquidity of the Company and its subsidiaries arise from:
| (i) | cash and financial investments; | |
| (ii) | cash flow generated by its operations; and | |
| (iii) | loans. |
The Company and its subsidiaries have sufficient working capital and sources of financing to meet their current needs. As of December 31, 2025, the Company and its subsidiaries had R$ 7,026,883 in cash, cash equivalents, and short-term financial investments (for quantitative information, see Note 4).
The table below presents a summary of financial liabilities and leases payable as of December 31, 2025 by the Company and its subsidiaries, listed by maturity. The amounts presented are the contractual undiscounted cash flows, and may differ from the amounts disclosed in the statement of financial position:
|
|
Less than 1 year |
Between 1 and 3 years |
Between 3 and 5 years |
More than 5 years |
Total |
|
Loans including future contractual interest (1) (2) |
5,563,733 |
11,266,427 |
5,350,190 |
4,043,614 |
26,223,964 |
|
Derivative instruments (3) |
545,582 |
447,029 |
151,734 |
241,441 |
1,385,786 |
|
Trade payables |
4,643,344 |
‐ |
‐ |
‐ |
4,643,344 |
|
Trade payables - reverse factoring |
3,785 |
‐ |
‐ |
‐ |
3,785 |
|
Leases payable |
483,696 |
604,451 |
393,278 |
1,246,359 |
2,727,784 |
|
Financial liabilities of customers |
63,882 |
14,258 |
‐ |
‐ |
78,140 |
|
Other payables |
127,228 |
3,142 |
‐ |
‐ |
130,370 |
|
|
11,431,250 |
12,335,307 |
5,895,202 |
5,531,414 |
35,193,173 |
| (1) | The interest on loans was estimated based on the US dollar, Euro at closing and on the future yield curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 ad BACEN as of December 31, 2025. |
| (2) | Includes estimated interest on short-term and long-term loans until the contractually foreseen payment date. |
| (3) | The derivative instruments were estimated based on the US dollar futures contracts and the future curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 as of December 31, 2025. In the table above, only the derivative instruments with negative results at the time of settlement were considered. |
e. Capital management
The Company manages and optimizes its capital structure based on indicators to ensure business continuity while maximizing return to its shareholders.
Capital structure is comprised of net debt (loans, financing and debentures according to Note 15 and leases payable according to Note 12.b after deduction of cash, cash equivalents and financial investments according to Note 4), and the “financial” derivative financial instruments, assets and liabilities, according to Note 26 Classes and categories of financial instruments and their fair values, and equity.
The Company may change its capital structure according to economic and financial conditions. Moreover, the Company also seeks to improve its return on invested capital by implementing efficient working capital management and a selective investment program.
Annually, the Company and its subsidiaries revise their capital structure, evaluating the cost of capital and the risks associated with each class of capital including the leverage ratio analysis, which is determined as the ratio between net debt and equity.
The leverage ratio at the end of the year is as follows:
|
|
|
Consolidated |
||
|
|
|
12/31/2025 |
|
12/31/2024 |
|
Gross debt and lease payable (a) |
|
21,832,894 |
|
15,345,662 |
|
Cash, cash equivalents, and short-term investments (b) |
|
9,408,480 |
|
7,197,699 |
|
Financial instruments (c) |
|
275,916 |
|
405,941 |
|
Net debt = (a) - (b) - (c) |
|
12,148,498 |
|
7,742,022 |
|
Equity |
|
17,730,617 |
|
15,823,444 |
|
Net debt-to-equity ratio |
|
68.52% |
|
48.93% |
| 84 |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
f. Selection and use of derivative financial instruments
In selecting derivative instruments, the Company considers the estimated rates of return, risks, liquidity, calculation methodology for the carrying and fair values, and the applicable documentation.
Derivative financial instruments are used to hedge identified risks, at amounts that do not exceed 100% of the identified risk. Derivatives are referred to as "derivative instruments" to reflect their restricted function of hedging identified risks.
The table below summarizes the gross balance of the position of derivative instruments contracted as well as of the gains (losses) that affect the equity and the statement of income of the Company and its subsidiaries:
|
Derivatives designated as hedge accounting |
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Product |
|
Contracted rates |
|
Maturity |
|
Notional amount (2) |
|
Fair value as of 12/31/2025 |
|
Gains (losses) as of 12/31/2025 |
|||||
|
|
|
Assets |
Liabilities |
|
|
|
12/31/2025 |
|
Assets |
|
Liabilities |
|
Profit or loss |
|
Fair value adjustment of debt |
|
Foreign exchange swap (1) |
|
USD + 4.9% |
103.5% DI |
|
Feb/29 |
|
USD 459,863 |
|
759 |
|
(113,093) |
|
(249,486) |
|
44,536 |
|
Foreign exchange swap (1) |
|
EUR + 3.0% |
104.4% DI |
|
Feb/37 |
|
EUR 77,535 |
|
15,833 |
|
(27,803) |
|
(59,455) |
|
2,035 |
|
Foreign exchange swap (1) |
|
JPY + 1.5% |
109.4% DI |
|
Mar/25 |
|
JPY 12,564,393 |
|
‐ |
|
‐ |
|
(30,066) |
|
(323) |
|
Foreign exchange swap (1) |
|
SOFR + 0.9% |
103.5% DI |
|
Feb/29 |
|
USD 302,627 |
|
2,953 |
|
(54,511) |
|
(83,256) |
|
934 |
|
Interest rate swap (1) |
|
IPCA + 5.3% |
103.8% DI |
|
Oct/35 |
|
BRL 2,655,355 |
|
367,790 |
|
‐ |
|
99,994 |
|
(141,399) |
|
Interest rate swap (1) |
|
IPCA + 3.0% |
69.9% DI |
|
Nov/41 |
|
BRL 358,871 |
|
3,765 |
|
(15,143) |
|
(11,729) |
|
44,373 |
|
Interest rate swap (1) |
|
12.8% |
104.7% DI |
|
Apr/40 |
|
BRL 1,048,881 |
|
1,572 |
|
(20,605) |
|
18,159 |
|
(55,310) |
|
Commodity forward (1) |
|
BRL |
Heating Oil/ RBOB |
|
Mar/26 |
|
USD 548,628 |
|
63,293 |
|
(52,819) |
|
13,709 |
|
‐ |
|
NDF (1) |
|
BRL |
USD |
|
Mar/26 |
|
USD 206,491 |
|
6,986 |
|
(14,690) |
|
13,999 |
|
‐ |
|
|
|
|
|
|
|
|
Total - designated |
|
462,951 |
|
(298,664) |
|
(288,131) |
|
(105,154) |
|
Derivatives not designated as hedge accounting |
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Foreign exchange swap |
|
USD |
52.5% CDI |
|
Jun/29 |
|
USD 300,000 |
|
378,422 |
|
- |
|
(198,583) |
|
- |
| Foreign exchange swap | USD + 5.0% | CDI + 1.6% | Feb/31 | USD 50,000 | ‐ | (11,798) | (28,124) | ‐ | |||||||
|
Interest rate swap |
|
IPCA + 6.0% |
92.4% DI |
|
Oct/28 |
|
USD 380,000 |
|
2,728 |
|
- |
|
(13,575) |
|
‐ |
|
NDF |
|
USD |
BRL |
|
Mar/26 |
|
USD 244,037 |
|
3,242 |
|
(31,480) |
|
(115,774) |
|
‐ |
|
Commodity forward |
|
BRL |
Heating Oil/ RBOB |
|
Nov/26 |
|
USD 98,504 |
|
52,974 |
|
(12,259) |
|
5,090 |
|
‐ |
|
Interest rate swap |
|
USD + 5.3% |
CDI - 1.4% |
|
Jun/29 |
|
USD 300,000 |
|
‐ |
|
(226,714) |
|
(26,070) |
|
‐ |
|
|
|
|
|
|
|
|
Total - not designated |
|
437,366 |
|
(282,251) |
|
(377,036) |
|
‐ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
900,317 |
|
(580,915) |
|
(665,167) |
|
(105,154) |
|
|
|
|
|
|
|
|
Current |
|
127,254 |
|
(246,064) |
|
|
|
|
|
|
|
|
|
|
|
|
Non-current |
|
773,063 |
|
(334,851) |
|
|
|
|
| (1) | Derivative financial instruments designated for fair value hedge accounting (see Note 26.g.1). |
| (2) | Currency as indicated. |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
|
Derivatives designated as hedge accounting |
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Product |
|
Contracted rates |
|
Maturity |
|
Notional amount (2) |
|
Fair value as of 12/31/2024 |
|
Gains (losses) as of 12/31/2024 |
|||||
|
|
|
Assets |
Liabilities |
|
|
|
12/31/2024 |
|
Assets |
|
Liabilities |
|
Profit or loss |
|
Fair value adjustment of debt |
|
Foreign exchange swap (1) |
|
USD + 3.28% |
105.7% DI |
|
Sept/25 |
|
USD 206,067 |
|
76,649 |
|
(3,808) |
|
171,493 |
|
5,647 |
|
Foreign exchange swap (1) |
|
EUR + 5.16% |
109.2% DI |
|
Mar/25 |
|
EUR 115,518 |
|
76,123 |
|
‐ |
|
84,875 |
|
(1,742) |
|
Foreign exchange swap (1) |
|
JPY + 1.50% |
109.4% DI |
|
Mar/25 |
|
JPY 12,564,393 |
|
‐ |
|
(45,826) |
|
47,567 |
|
5,294 |
|
Foreign exchange swap (1) |
|
SOFR + 1.29% |
112.5% DI |
|
Sept/25 |
|
USD 4,535 |
|
2,114 |
|
‐ |
|
2,566 |
|
(30) |
|
Interest rate swap (1) |
|
IPCA + 5.13% |
104.5% DI |
|
Jun/32 |
|
BRL 2,660,000 |
|
189,156 |
|
‐ |
|
(345,529) |
|
355,746 |
|
Interest rate swap (1) |
|
IPCA + 2.83% |
69.5% DI |
|
Nov/41 |
|
BRL 151,465 |
|
‐ |
|
(3,321) |
|
(3,321) |
|
37,511 |
|
Interest rate swap (1) |
|
USD + 11.17% |
104.3% DI |
|
Jul/27 |
|
BRL 525,791 |
|
‐ |
|
(53,638) |
|
(67,786) |
|
62,628 |
|
Commodity forward (1) |
|
USD |
Heating Oil/ RBOB |
|
Jan/25 |
|
USD 5,753 |
|
3,104 |
|
(11,869) |
|
(25,309) |
|
‐ |
|
NDF (1) |
|
USD |
USD |
|
Feb/25 |
|
USD 6,853 |
|
729 |
|
(6,022) |
|
(34,336) |
|
‐ |
|
|
|
|
|
|
|
|
Total - designated |
|
347,875 |
|
(124,484) |
|
(169,780) |
|
465,054 |
|
Derivatives not designated as hedge accounting |
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Foreign exchange swap |
|
USD |
52.5% CDI |
|
Jun/29 |
|
USD 300,000 |
|
465,031 |
|
‐ |
|
268,734 |
|
‐ |
|
NDF |
|
USD |
BRL |
|
Mar/25 |
|
USD 15,425 |
|
13,546 |
|
(6,501) |
|
42,241 |
|
‐ |
|
Commodity forward |
|
BRL |
Heating Oil/ RBOB |
|
Mar/25 |
|
USD 2,422 |
|
4,926 |
|
(3,867) |
|
53,069 |
|
‐ |
|
Interest rate swap |
|
USD + 5.25% |
CDI -1.4% |
|
Jun/29 |
|
USD 300,000 |
|
‐ |
|
(306,748) |
|
(166,103) |
|
‐ |
|
|
|
|
|
|
|
|
Total - not designated |
|
483,503 |
|
(317,116) |
|
197,941 |
|
‐ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
831,378 |
|
(441,600) |
|
28,161 |
|
465,054 |
|
|
|
|
|
|
|
|
Current |
|
246,084 |
|
(74,087) |
|
|
|
|
|
|
|
|
|
|
|
|
Non-current |
|
585,294 |
|
(367,513) |
|
|
|
|
| (1) | Derivative financial instruments designated for fair value hedge accounting (see Note 26.g.1). |
| (2) | Currency as indicated. |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
g. Hedge accounting
The Company and its subsidiaries use derivative and non-derivative financial instruments for hedging purposes and test, throughout the duration of the hedge, their effectiveness, as well as the changes in their fair value.
The hedged items and the hedging instruments have a high correspondence, since the contracted instruments have characteristics equivalent to the transactions considered as the hedged item. The Company and its subsidiaries designated a hedge ratio for transactions designated as hedge accounting, since the underlying risks of the hedging instruments correspond to the risks of the hedged items.
The Company and its subsidiaries discontinue the hedge accounting when the hedging instrument is settled, the hedged item ceases to exist or the hedge no longer meets the requirements for hedge accounting due to the absence of an economic relationship between the hedged item and the hedging instrument.
g.1 Fair value hedge
The Company and its subsidiaries use derivative financial instruments such as fair value hedge to mitigate the risk of variations in interest and exchange rates, which affect the amount of contracted debts. As of December 31, 2025, no material ineffectiveness was identified in fair value hedge operations.
g.2 Cash flow hedge
As of December 31, 2025, the Company and its subsidiaries do not have cash flow hedges.
h. Financial instruments (energy trading futures contracts)
The Company’s subsidiaries operate in the Free Contracting Environment (ACL) and have entered into bilateral energy purchase and sale contracts with different market players. Accordingly, they assume short and long-term commitments. As a result of mismatched operations, they assume energy surplus or deficit positions, which are measured at a future market price curve (forward curve). Therefore, the Company designates these contracts as financial instruments, according to IFRS 9/CPC 48, at the beginning of the contract, to include the recording of the correct exposure to the risk of future purchase and sale transactions of bilateral contracts.
Sensitivity analysis – level 2 hierarchy
|
|
|
|
12/31/2025 |
|
12/31/2024 |
||||||
|
|
Valuation technique |
|
Fair value of energy contracts |
Sensitivity of inputs to fair value (a) |
|
Fair value of energy contracts |
Sensitivity of inputs to fair value (a) |
||||
|
Financial assets |
Discounted cash flow method |
1,095,362 |
10% |
1,347,911 |
|
404,695 |
10% |
382,794 | |||
|
|
|
|
-10% |
803,892 |
|
|
-10% |
404,581 |
|||
|
|
|
|
|
|
|
|
|
|
|||
|
Financial liabilities |
|
734,873 |
10% |
1,007,336 |
|
114,776 |
10% |
115,361 |
|||
|
|
|
|
-10% |
455,927 |
|
|
-10% |
125,715 |
|||
(a) This 10% variation scenario represents a fluctuation considered reasonable by the Company, based on the history of negotiations concluded under similar market conditions.
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
a. Contracts
Subsidiary Ultracargo Logística has agreements related to its port facilities in Aratu, Suape, Itaqui and Vila do Conde. Such contracts establish a minimum cargo movement, as shown below:
|
Port |
Minimum movement per year |
Maturity |
|
Aratu |
900,000 ton. |
2042 |
|
Suape |
250,000 ton. |
2027 |
|
Suape |
400,000 ton. |
2029 |
|
Aratu |
465,403 ton. |
2031 |
|
Itaqui |
1,222,377 m3 |
2049 |
|
Itaqui |
371,000 ton. |
2041 |
|
Vila do Conde |
343,625 ton. |
2045 |
If the annual movement is less than the minimum contractual movement, the subsidiary is liable to pay the difference between the effective movement and the minimum contractual movement, based on the port tariff rates in effect on the date established for payment. As of December 31, 2025, these rates were R$ 10.54, R$ 3.77 and R$ 4.23 per ton for Aratu, Suape, Itaqui and R$ 1.77 per m³ for Itaqui. According to contractual conditions and tolerances, as of December 31, 2025, there were no material pending issues regarding the minimum limits of the contract.
Subsidiary Hidrovias has long-term contracts with some of its customers, with minimum volume and tariff requirements pre-agreed and adjusted according to the contract. The performance of a new long-term contract with customers tends to have a significant positive effect on its net revenues, while losing an existing material contract would have the opposite effect.
Hidrovias and its subsidiaries have some long-term contracts in the corridors with the following maturity dates:
|
Segment |
Expiration |
|
South Corridor: |
Contract I – Expiration in 2039; |
|
Contract IV - Expiration in 2027; |
|
|
Contract V – Expiration in 2027; |
|
|
North Corridor: |
Contract I – Expiration in 2031; |
|
Contract II – Expiration in 2029; |
|
|
Contract III – Expiration in 2027; |
|
|
Contract IV – Expiration in 2027; |
|
|
Santos |
Contract I – Expiration in 2032; |
|
Contract II – Expiration in 2029; |
|
|
Contract III – Expiration in 2027. |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
a. Acquisition of service stations from Pão de Açúcar Group by subsidiary Millennium
On June 10, 2024, through its subsidiary Centro de Conveniências Millenium Ltda., the Company signed a contract for the acquisition of 49 service stations from Pão de Açúcar Group, located in the state of São Paulo, for R$ 130,000 plus working capital adjustments. CADE approved the transaction on July 22, 2024. On August 13, 2024, R$ 90,000 was paid as an advance.
During the year ended December 31, 2025, the acquisition of 18 out of 49 service stations was completed for a total amount of R$ 46,286, of which R$ 31,086 had previously been paid as an advance.
b. Hidrovias do Brasil S.A.
In 2023, the Company began the process of acquiring an interest in Hidrovias do Brasil S.A. (“Hidrovias”), through the purchase of a 4.99% direct interest and a 4.99% indirect interest, through Total Return Swaps (“TRS”), recognized as financial asset and measured at fair value in accordance with IFRS 9/CPC 48. On March 18, 2024, the Company contributed its direct interest to its subsidiary Ultra Logística Ltda. and settled the TRS. From this date, all transactions have been carried out through subsidiary Ultra Logística Ltda.
On May 7, 2024, subsidiary Ultra Logística completed the purchase of 128,369,488 shares from Hidrovias, which represented 16.88% of its share capital, at a cost of R$ 3.98/share. Also in May 2024, when obtaining sufficient evidence demonstrating its power to exert significant influence on decisions regarding Hidrovias' financial and operational policies, subsidiary Ultra Logística began to recognize its interest in Hidrovias as an investment in an associate with significant influence, in accordance with IAS 28/CPC 18.
Subsequently, throughout the first quarter of 2025, subsidiary Ultra Logística acquired additional shares of Hidrovias through trading on the Stock Exchange (“B3”) in the amount of R$ 7,373. With these acquisitions, Ultra Logística's interest in Hidrovias reached 42.26% of the share capital.
In the second quarter of 2025, Ultra Logística acquired a total of 99,790,131 shares of Hidrovias for R$159,171. Of this amount, 17,103,100 refer to common shares (HBSA3), in the amount of R$ 43,206, and 82,687,031 correspond to subscription rights (HBSA1 and HBSA9), in the amount of R$ 115,965, all linked to the capital increase in Hidrovias.
The acquisition of control occurred in May 2025, with the approval of the capital increase in Hidrovias. On that occasion, the share capital of Hidrovias was increased by R$ 1,200,000 with the issuance of 600,000,000 shares, rising from R$ 1,359,469 (760,382,643 shares) to R$ 2,559,469 (1,360,382,643 shares). Therefore, with the conversion of subscription rights (HBSA1 and HBSA9) into common shares (HBSA3), Ultra Logística now holds 682,252,831 common shares, representing 50.15% of the total share capital of Hidrovias, thus consolidating the acquisition of corporate control.
The Company, based on applicable accounting standards and with the support of a company specialized in valuations, calculated the definitive amounts for the provisional Purchase Price Allocation (PPA), with the identification of assets acquired and liabilities assumed measured at fair value and the recognition of the final goodwill in the amount of R$ 341,084. Additionally, the Company does not expect the tax amortization of revaluation of assets and liabilities remeasured at fair value. Therefore, the deferred income tax liability is recognized on the capital gains and losses recorded.
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
The table below summarizes the balances of assets acquired and liabilities assumed at the acquisition date recognized at fair value:
|
Assets |
|
|
Cash and cash equivalents |
1,155,510 |
|
Bonds and other securities |
1,171 |
|
Trade receivables |
119,082 |
|
Inventories |
168,889 |
|
Recoverable taxes |
198,360 |
|
Prepaid expenses |
65,607 |
|
Related parties |
5,825 |
|
Other receivables |
137,093 |
|
|
|
|
Assets of subsidiaries held for sale |
736,540 |
|
Escrow deposits |
67,375 |
|
Deferred tax assets |
74,730 |
|
Other investments |
121,710 |
|
Property, plant and equipment, net |
4,419,200 |
|
Intangible assets, net |
912,191 |
|
Right-of-use asset, net |
331,202 |
|
Derivative instruments |
6,270 |
|
Liabilities |
|
|
Loans and financing |
3,331,412 |
|
Trade payables |
104,490 |
|
Salaries and related charges |
46,246 |
|
Taxes payable, income and social contribution taxes payable |
126,869 |
|
Deferred tax liabilities |
581,271 |
|
Legal claims |
36,962 |
|
Advances from customers |
7,365 |
|
Leases payable |
286,778 |
|
Other payables |
119,491 |
|
Liabilities of subsidiaries held for sale |
500,708 |
|
Derivative instruments |
52,643 |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
|
Goodwill based on expected future profitability |
341,084 |
|
Non-controlling interests(1) |
1,658,270 |
|
Assets and liabilities consolidated in the opening balance |
2,009,334 |
|
|
|
|
Assets acquired |
4,273,159 |
|
Liabilities assumed |
(2,604,909) |
|
Goodwill based on expected future profitability |
341,084 |
|
Final investment in 50.15% interest |
2,009,334 |
|
Reversal of the non-cash effect of the acquisition |
|
|
Gain on acquisition of control of associate |
(113,655) |
|
Share of profit (loss) of subsidiaries, joint ventures and associates before acquisition of control |
148,518 |
|
Acquisition value - cash |
2,044,197 |
|
Cash and cash equivalents acquired |
(1,155,510) |
|
Net cash from transaction |
888,687 |
| (1) | The non-controlling interest is determined based on the net value of assets and liabilities on the acquisition date, considering the proportion of 49.85% |
The gain in the acquisition of control of an associate results from the change in its corporate classification, from associate to subsidiary, after a series of acquisitions in stages with the objective of acquiring control. Until then, the investment was accounted for under the equity method, in accordance with CPC 18 (R2) / IAS 28. With the acquisition of control, assets, liabilities, revenues and expenses are fully consolidated, in accordance with CPC 36 (R3) / IFRS 10. In line with the provisions of CPC 15 (R1) / IFRS 3, the previously held interest was measured at fair value on the acquisition date, and the effects of this revaluation were recognized in the investment goodwill, as required by the accounting standard. In view of the various stages of acquisitions of Hidrovias, two revaluation effects were recognized on the investment goodwill, as shown in the table below:
|
Revaluation of investment |
|
|
Revaluation of investment (from financial asset to associate) - IFRS 9 / IAS 28 (1) |
66,267 |
|
Revaluation of investment (from associate to subsidiary) - IAS 28 / IFRS 3 (2) |
47,388 |
|
Gain on acquisition of control of associate |
113,655 |
|
Write-off of accumulated effects in equity before control - IAS 28 / IFRS 3 (2) |
43,717 |
|
Total |
157,372 |
| (1) | Transition from financial asset to investment in associate, recognized in May 2024 in financial results. |
| (2) | Transition from investment in associate to investment in subsidiary, recognized in May 2025 under the equity method. Additionally, as provided for in the applicable accounting standard, the accumulated balances in other comprehensive income, recorded since the significant influence was obtained, were fully reversed to profit or loss for the year. The total impact of the transition was R$ 91,105. |
|
Ultrapar Participações S.A. and Subsidiaries |
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|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
After acquiring control of Hidrovias, the Company, through its subsidiary, acquired additional interests. Such acquisitions do not fall within the scope of business combinations for the purposes of price and goodwill allocation. Therefore, the difference between the price paid and the equity value of the shares acquired was recorded in equity, under acquisition of shares from shareholders. Through these additional acquisitions, the interest in Hidrovias on December 31, 2025 was 58.72%.
From the date of acquisition until December 31, 2025, Hidrovias contributed to the Company with net revenue of R$ 1,670,615 and net loss of R$ 112,812. If the acquisition had taken place on January 1, 2025, the Company would have consolidated net revenue of R$ 143,156,825 and net income of R$ 2,488,436.
c. Ultragaz Comercializadora de Energia (formerly WTZ Participações S.A.
On September 1, 2024, through its subsidiary Cia Ultragaz, the Company acquired 51.7% of the voting capital of Ultragaz Comercializadora (formerly WTZ Participações S.A.), qualifying the transaction as a business combination as defined in IFRS 3 (CPC 15 (R1)) – Business Combinations. This acquisition is in line with Ultragaz's strategy to expand its offering of energy solutions to its customers, leveraging on its capillarity, commercial strength, brand and extensive base of corporate and residential customers.
Ultragaz Comercializadora was founded in 2015 and its main activities are the sale of electric energy in the free market and energy management, with a national presence.
The initial payment, including the capital contribution in the amount of R$ 49,490, totaled R$ 104,490. During the period, amounts relating to contingent consideration were paid, totaling R$ 45,115. The remaining transaction amount of R$ 269 was recorded under “Other payables”. The Company, based on applicable accounting standards and supported by an independent appraisal firm, calculated the definitive amounts for the purchase price allocation as of September 30, 2025, and determined the final goodwill in the amount of R$ 42,260.
|
Ultrapar Participações S.A. and Subsidiaries |
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|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
The following table summarizes the consolidated balances of assets acquired and liabilities at the acquisition date, recognized at fair value:
|
Assets |
|
|
Cash and cash equivalents |
5,399 |
|
Trade receivables |
33,168 |
|
Recoverable taxes |
3,036 |
|
Prepaid expenses |
170 |
|
Other receivables |
306 |
|
Other investments |
5 |
|
Property, plant and equipment, net |
1,684 |
|
Intangible assets, net |
19,504 |
|
Derivative instruments |
209,348 |
|
Liabilities |
|
|
Loans and financing |
68 |
|
Trade payables |
27,541 |
|
Salaries and related charges |
2,211 |
|
Taxes payable, income and social contribution taxes payable |
80,918 |
|
Other payables |
3,221 |
|
Goodwill based on expected future profitability |
42,260 |
|
Non-controlling interests |
76,633 |
|
Assets and liabilities consolidated in the opening balance |
124,288 |
|
Assets acquired |
140,945 |
|
Liabilities assumed |
58,917 |
|
Goodwill based on expected future profitability |
42,260 |
|
Acquisition value |
124,288 |
|
|
|
|
Comprised by: |
|
|
Cash |
55,000 |
|
Acquisition of ownership interest via capital contribution (as non-controlling interests) |
23,904 |
|
Contingent consideration settled |
45,115 |
|
Contingent consideration to be settled |
269 |
|
Total consideration |
124,288 |
|
|
|
|
Net cash outflow resulting from acquisition |
|
|
Initial consideration in cash |
55,000 |
|
Contingent consideration settled |
45,115 |
|
Contingent consideration to be settled |
269 |
|
Cash and cash equivalents acquired |
(5,399) |
|
Acquisition value |
94,985 |
|
Ultrapar Participações S.A. and Subsidiaries |
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|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
d. Petrovila Combustíveis S.A
On December 1, 2025, Neodiesel Ltda., indirect subsidiary of Ultrapar Participações S.A., completed the acquisition of 60% of the capital of Petrovila Combustíveis S.A. (“Petrovila”), qualifying the transaction as a business combination as defined in IFRS 3 (CPC 15 (R1)) – Business Combinations.
Petrovila is headquartered in Betim/MG and has a consolidated presence in the state of Minas Gerais, operating in the Transporter-Reseller-Retailer (TRR) segment, carrying out the commercialization and transportation of bulk fuels to end consumers.
The initial payment by capital contribution was R$ 50,000. The remaining amount of R$ 22,199 was recorded under “Other payables” and will be paid after the contractual clauses have been fulfilled.
The Company, based on applicable accounting standards and supported by an independent appraisal firm, is determining the statement of financial position as at the acquisition date, the fair value of assets and liabilities and, consequently, goodwill. The provisional goodwill determined is R$ 34,934. The purchase price allocation (“PPA”) will be completed in 2026.
The table below summarizes the consolidated balances of assets acquired and liabilities at the acquisition date, subject to adjustment for purchase price allocation and goodwill determination:
|
Assets |
|
|
Cash and cash equivalents |
23,865 |
|
Trade receivables |
30,310 |
|
Inventories |
1,546 |
|
Recoverable taxes |
33,353 |
|
Prepaid expenses |
116 |
|
Other receivables |
246 |
|
Right-of-use assets |
729 |
|
Property, plant and equipment, net |
25,982 |
|
|
|
|
Liabilities |
|
|
Loans and financing |
11,482 |
|
Trade payables |
39,032 |
|
Salaries and related charges |
1,445 |
|
Taxes payable, income and social contribution taxes payable |
68 |
|
Leases payable |
811 |
|
Other payables |
1,201 |
|
Goodwill based on expected future profitability |
34,934 |
|
Non-controlling interests |
24,843 |
|
Assets and liabilities consolidated in the opening balance |
72,199 |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
|
Assets acquired |
69,688 |
|
Liabilities assumed |
32,423 |
|
Goodwill based on expected future profitability |
34,934 |
|
|
|
|
Acquisition value |
72,199 |
|
|
|
|
Comprised by |
|
|
Acquisition of ownership interest via capital contribution (as non-controlling interests) |
50,000 |
|
Contingent consideration to be settled |
22,199 |
|
Total consideration |
72,199 |
|
|
|
|
Net cash outflow resulting from acquisition |
|
|
Initial consideration in cash |
(50,000) |
|
Cash and cash equivalents acquired |
23,865 |
|
Acquisition value |
(26,135) |
e. Neoagro Diesel S.A
On November 17, 2025, Neodiesel Ltda., indirect subsidiary of Ultrapar Participações S.A., completed the acquisition of 60% of the capital of Neoagro Diesel S.A. (“Neoagro”), qualifying the transaction as a business combination as defined in IFRS 3 (CPC 15 (R1)) – Business Combinations.
Neoagro is headquartered in Uruçuí, in the state of Piauí, and operates predominantly in that state in the Transporter-Reseller-Retailer (TRR) segment, carrying out the commercialization and transportation of bulk fuels to end consumers.
The initial payment totaled R$ 39,915, including a contribution of R$ 11,023. The remaining amount of R$ 30,566 was recorded under “Other payables” and will be paid after the contractual clauses have been fulfilled.
|
Ultrapar Participações S.A. and Subsidiaries |
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|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
The Company, based on applicable accounting standards and supported by an independent appraisal firm, is determining the statement of financial position as at the acquisition date, the fair value of assets and liabilities and, consequently, goodwill. The provisional goodwill determined is R$ 62,833. The purchase price allocation (PPA) will be completed in 2026.
The following table summarizes the consolidated balances of assets acquired and liabilities at the acquisition date, subject to adjustment for purchase price allocation and goodwill determination:
|
Assets |
|
|
Cash and cash equivalents |
3,000 |
|
Property, plant and equipment, net |
9,747 |
|
|
|
|
Liabilities |
- |
|
|
|
|
Goodwill based on expected future profitability |
62,833 |
|
Non-controlling interests |
5,099 |
|
Assets and liabilities consolidated in the opening balance |
70,481 |
|
|
|
|
Assets acquired |
7,648 |
|
Liabilities assumed |
- |
|
Goodwill based on expected future profitability |
62,833 |
|
|
|
|
Acquisition value |
70,481 |
|
|
|
|
Comprised by |
|
|
Cash |
28,892 |
|
Acquisition of ownership interest via capital contribution (as non-controlling interests) |
11,023 |
|
Contingent consideration to be settled |
30,566 |
|
Total consideration |
70,481 |
|
|
|
|
Net cash outflow resulting from acquisition |
|
|
Initial consideration in cash |
(39,915) |
|
Cash and cash equivalents acquired |
3,000 |
|
Acquisition value |
(36,915) |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
a. Cabotagem purchase and sale agreement
On February 27, 2025, Hidrovias entered into an agreement for the sale of all shares in HB – Cabotagem (“Cabotagem”) to Companhia de Navegação Norsul (“Norsul”). The cabotage operation was acquired by Hidrovias in 2016 for the performance of a contract dedicated to the transportation of bauxite from the Porto Trombetas mine to the client's alumina refinery in Barcarena, expiring in 2034.
The total sale value (enterprise value) is R$ 715 million, of which R$ 195 million refers to the equity value and R$ 521 million to the debt balance, as of December 31, 2024. The payment was made in cash on the transaction closing date and was subject to usual price adjustments for this type of transaction, including working capital adjustments. The transaction was approved without restrictions by CADE on April 16, 2025.
On November 3, 2025, the Company announced the completion of the sale of all of the shares of Cabotage after the compliance with all conditions precedent. As of December 31, 2025, Hidrovias determined the result from the completion of the transaction, as shown in the table below:
|
Total amount of the Cabotagem purchase and sale agreement. |
715,378 |
|
Debt balance in the reference statement of financial position |
(520,553) |
|
Operation sale price |
194,825 |
|
Preliminary adjustments to working capital and net debt |
(1,954) |
|
Cost on the investment write-off |
(317,635) |
|
Realization of valuation adjustment in subsidiaries |
(98,062) |
|
Reversal of impairment (1) |
72,812 |
|
Gain on disposal of investments before the effect of cessation of depreciation |
(150,014) |
|
Cessation of depreciation |
(15,150) |
|
Gain on disposal of investments after the effect of depreciation |
(165,164) |
|
Deferred income and social contribution taxes |
(24,756) |
|
Gain on disposal of investments, net |
(189,920) |
| (1) | Hidrovias performed the impairment test on the assets and identified a difference between the transaction value and the carrying amount of the assets. Since the acquisition of control in May 2025, it recognized in the statement of income the amount net of income tax of R$ 48,056 related to the impairment, even in the absence of evidence of operational deterioration of the assets. The impairment of the assets was attributed entirely to the goodwill and the remainder was attributed to other Hidrovias assets. |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
b. The results for the year and cash flows from discontinued operations as of December 31, 2025 are shown below:
|
|
Final balance as of December 31, 2025 (1) |
|
Net revenue from sales and services |
108,401 |
|
Cost of services sold |
(69,582) |
|
|
|
|
Gross profit |
38,819 |
|
|
|
|
Operating income (expenses) |
|
|
General and administrative |
(2,553) |
|
Other operating income (expenses) |
8,353 |
|
Gain (loss) on disposal of assets |
(237,976) |
|
Operating income (loss) before financial result and taxes |
(193,357) |
|
|
|
|
Financial income |
5,610 |
|
Financial expenses |
(6,229) |
|
Financial result, net |
(619) |
|
|
|
|
Operating income (loss) before income and social contribution taxes |
(193,976) |
|
|
|
|
Income and social contribution taxes |
|
|
Current |
5,834 |
|
Deferred |
(18,170) |
|
Profit (loss) for the period |
(206,312) |
| 98 |
|
Ultrapar Participações S.A. and Subsidiaries |
![]() |
|
Notes to the financial statements |
|
| For the year ended December 31, 2025 |
|
|
Final balance as of 12/31/2025(1) |
|
Net cash provided by operating activities |
30,231 |
|
Net cash used in investing activities |
(34,948) |
|
Net cash used in financing activities |
(6,596) |
|
Increase (Decrease) in cash and cash equivalents |
(11,313) |
| (1) | Considers the balances since the acquisition of control in May 2025 according to Note 28.b. |
For the parent company, in the statement of income for the year ended December 31, 2025, the share of profit (loss) of Cabotage, net of transactions with related parties, were reclassified as Discontinued Operation in the amount of R$ (121,153).
a. Completion of the acquisition of interest in Virtu GNL
In January 2026, the acquisition of a 37.5% interest in Virtu GNL Participações S.A. (“Virtu”), company that operates in two business models: (i) logistics of liquefied natural gas (LNG) for own use and (ii) LNG-powered logistics services, was completed for the amount of R$ 104 million, consolidating the Company's participation as co-parent companies of Virtu.
b. Financing from the Constitutional Fund by Ultracargo
On January 29, 2026, subsidiary Ultracargo Logística obtained financing using resources from the Northeast Constitutional Fund through Banco do Nordeste do Brasil – BNB, in the amount of R$ 106,871, with financial charges of IPCA + 4.47% p.a. and maturing in 2041.
c. Foreign loan obtained by subsidiary Ipiranga Produtos de Petróleo S.A.
On February 19, 2026, the subsidiary Ipiranga Produtos de Petróleo S.A. entered into a foreign loan with JP Morgan, under the Loan 4.131 modality, in the amount of USD 53,200 (R$ 277,172), with financial charges of USD + 4.95% p.a. and maturing in 2029.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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São Paulo, March 4, 2026 – Ultrapar Participações S.A. (B3: UGPA3 / NYSE: (UGP, “Company” or “Ultrapar”), operating in energy, mobility, and logistics infrastructure through Ultragaz, Ipiranga, Ultracargo and Hidrovias do Brasil (B3: HBSA3), today announces its results for the fourth quarter of 2025.
|
|
Net revenue |
Adjusted EBITDA¹ |
Recurring Adjusted EBITDA¹ |
Net income |
Cash generation from operations |
| 4Q25 |
R$ 38.0 billion |
R$ 1.6 billion |
R$ 1.7 billion |
R$ 256 million |
R$ 2.4 billion |
|
|
|
|
|
|
|
| 2025 |
R$ 142.5 billion |
R$ 6.8 billion |
R$ 6.2 billion |
R$ 2.5 billion |
R$ 5.5 billion |
The table above considers the sum of the balances of continuing and discontinued operations.
¹ Accounting adjustments and non-recurring items described in the EBITDA calculation table – page 2.
Highlights
| - | Highest recurring adjusted EBITDA ever reported in a fourth quarter. | |
| - |
Record operating cash generation, totaling R$ 5.5 billion in 2025, reflecting solid business performance and a lower working capital requirement. | |
| - |
Financial strength, with leverage maintained at 1.7x, driven by strong cash generation, even after the anticipation of dividends of R$ 1.1 billion in December. Excluding this effect, leverage would have been 1.5x. |
| - | A significant milestone in combating irregularities in the fuel sector, with the approval of the persistent debtor and the single-phase taxation, strengthening fair competition and regulatory certainty. | |
| - |
Approval of the “Gás do Povo”, strengthening the sector’s safety and regulatory framework. |
| - | Completion of the expansion of the Rondonópolis base, adding 15 thousand m³ of capacity at Ultracargo from January 2026. | |
| - | Completion of the acquisition of a 37.5% stake in Virtu Participações in January 2026. | |
| - |
Completion of the Ultracargo’s SAP migration to SAP4HANA in February 2026. |
|
| - | Disclosure of Ultrapar’s organic investment plan of up to R$ 2.6 billion for 2026, aimed at business expansion, maintenance, safety and operational efficiency. | |
| - |
Contracting approximately R$ 260 million in subsidized credit lines to fund expansion projects, at a weighted average cost equivalent to 87% CDI. |
| 4Q25 | ![]() |
Considerations on the financial and operational information
The financial information presented on this document were extracted from the financial statements prepared in accordance with the accounting practices adopted in Brazil and the International Financial Reporting Standards IFRS issued by the IASB.
Information on Ipiranga, Ultragaz, Ultracargo, and Hidrovias is presented without the elimination of intersegment transactions. Therefore, the sum of such information may not correspond to Ultrapar’s consolidated information. Additionally, the financial and operational information is subject to rounding and, consequently, the total amounts presented in the tables and charts may differ from the direct numerical sum of the amounts that preceded them.
Information denominated EBIT (Earnings Before Interest and Taxes on Income and Social Contribution on Net Income), EBITDA (Earnings Before Interest, Taxes on Income and Social Contribution on Net Income, Depreciation and Amortization); Adjusted EBITDA and recurring Adjusted EBITDA is presented in accordance with Resolution 156, issued by the CVM in June 2022.
Adjusted EBITDA considers adjustments from usual business transactions that impact the results but do not have potential cash generation, such as the amortization of contractual assets with customers, amortization of fair value adjustments and capital loss of associates, and the mark-to-market of energy future contracts. Regarding recurring Adjusted EBITDA, the Company excludes exceptional or non-recurring items, providing a more accurate and consistent view of its operational performance, avoiding distortions caused by exceptional events, whether positive or negative. The calculation of EBITDA from net income is detailed in the table below.
In May 2025, the Company became the controlling shareholder of Hidrovias, as per the Material Fact disclosed to the market, consolidating its results as of that date. From that moment, Hidrovias’ results began to be incorporated into Ultrapar’s EBITDA, while the period prior to the acquisition of control remained recorded using the equity method. As announced, Hidrovias completed the sale of its coastal navigation operation in November 2025; therefore, the 4Q25 results only reflect one month of this operation, as the balances had been presented as a discontinued operation since 1Q25.
| 4Q25 | ![]() |
R$ million
|
ULTRAPAR |
Quarter |
Year |
|||
|
4Q25 |
4Q24 |
3Q25 |
2025 |
2024 |
|
|
Net Income |
256 |
881 |
772 |
2,542 |
2,526 |
|
(+) Income and social contribution taxes |
232 |
776 |
255 |
1,076 |
1,486 |
|
(+) Net financial (income) expenses |
556 |
335 |
401 |
1,168 |
932 |
|
(+) Depreciation and amortization¹ |
432 |
299 |
449 |
1,570 |
1,173 |
|
EBITDA |
1,476 |
2,291 |
1,878 |
6,356 |
6,117 |
|
Accounting adjustment |
|
|
|
|
|
|
(+) Amortization of contractual assets with customers – exclusive and amortization of fair value adjustments on associates’ acquisition |
131 |
153 |
121 |
471 |
557 |
|
(+) MTM of energy futures contracts |
(46) |
(64) |
(58) |
(71) |
(64) |
|
(+/-) Hedge accounting |
2 |
- |
6 |
12 |
- |
|
Adjusted EBITDA |
1,562 |
2,379 |
1,946 |
6,767 |
6,610 |
|
Ipiranga |
1,161 |
1,841 |
1,085 |
4,277 |
4,445 |
|
Ultragaz |
423 |
554 |
463 |
1,721 |
1,817 |
|
Ultracargo |
144 |
169 |
134 |
585 |
668 |
|
Hidrovias² |
(66) |
(104) |
332 |
450 |
(95) |
|
Holding and other companies |
|
|
|
|
|
|
Holding |
(58) |
(50) |
(51) |
(219) |
(195) |
|
Other companies |
(42) |
(17) |
(17) |
(80) |
(31) |
|
Extraordinary expenses/provisions from divestments |
- |
(14) |
- |
32 |
2 |
|
Non-recurring items that affected EBITDA |
|
|
|
|
|
|
(-) Results from disposal of assets (Ipiranga) |
(95) |
(63) |
(7) |
(142) |
(168) |
|
(-) Credits and provisions (Ipiranga) |
- |
(934) |
(185) |
(673) |
(934) |
|
(-) Earn-out Stella (Ultragaz) |
51 |
(37) |
- |
51 |
(54) |
|
(-) Credits and provisions (Ultragaz) |
- |
(76) |
|
- |
(76) |
|
(-) Extraordinary expenses/provisions from divestments |
- |
14 |
- |
(32) |
(2) |
|
(-) Assets write-off and Coastal Navigation impairment (Hidrovias) |
226 |
- |
29 |
207 |
- |
|
Recurring adjusted EBITDA |
1,745 |
1,284 |
1,783 |
6,179 |
5,377 |
|
Ipiranga |
1,066 |
844 |
892 |
3,462 |
3,343 |
|
Ultragaz |
474 |
441 |
463 |
1,772 |
1,687 |
|
Ultracargo |
144 |
169 |
134 |
585 |
668 |
|
Hidrovias² |
160 |
(104) |
361 |
657 |
(95) |
|
Holding and other companies |
|
|
|
|
|
|
Holding |
(58) |
(50) |
(51) |
(219) |
(195) |
|
Other companies |
(42) |
(17) |
(17) |
(80) |
(31) |
1 Does not include amortization of contractual assets with customers – exclusive rights.
22024 figures refer to the equity income from Hidrovias’ stake.
| 4Q25 | ![]() |
Message from Management
The year 2025 was marked by Ultrapar’s significant evolution, with strategic clarity and solid results. Our main business delivered good operational results, even in an environment of volatility and uncertainty.
Ultragaz maintained its growth, and Ipiranga recorded strong expansion, mainly driven by the recovery of the market following measures to combat irregularities in the sector during the second half of the year. Ultracargo was also affected by this environment of irregularities in the first half and had a year of record expansions and higher pre-operational costs, which resulted in a temporary contraction in results.
We took over the control of Hidrovias in 2025, intensifying integration and accelerating the implementation of the Ultra Management Model based on disciplined capital allocation, agile and robust governance, and operational efficiency. We have also completed the sale of the coastal navigation operation, strengthening Hidrovias’ financial structure and focusing on businesses with greater synergy and value creation potential. Hidrovias delivered record results in 2025, in volume, recurring EBITDA and operating cash flow.
Operational cash flow generation reached R$ 5.5 billion, a record level for Ultrapar. This performance allowed the Company to maintain comfortable financial leverage, even after record organic investments, acquisition of Hidrovias’ control, and the distribution of R$ 1.1 billion in extraordinary dividends in December. We ended the year with net revenues of R$ 142.5 billion, record recurring EBITDA of R$ 6.2 billion and net income of R$ 2.5 billion, demonstrating the resilience of the portfolio and the Company’s financial and strategic discipline.
We completed the planned leadership transition for the positions of Chief Executive Officer and Chief Financial and Investor Relations Officer, and implemented Boards of Directors in the businesses, strengthening agility, autonomy and accountability. These actions reaffirm and consolidate Ultrapar’s strategy as a shareholder and capital allocator focused on long‑term value creation, supported by robust governance. As a result, Ultrapar’s Board now concentrates its efforts on capital allocation, portfolio management and development of talent aligned with our culture.
As part of Ultrapar’s strategic review as a holding company focused on long term value creation, we also reviewed the material topics and updated the 2030 Sustainability Plan, aligning it with the most relevant issues for the growth and longevity of our businesses.
We announced our investment plan for 2026, totaling up to R$ 2.6 billion. Of this amount, R$ 1.1 billion will be allocated to expansion projects across all businesses, while the remaining amount will be directed to maintenance and modernization of assets, focusing on efficiency and safety, in addition to investments in technology platforms at Ipiranga, Ultragaz and Hidrovias.
We entered 2026 facing a challenging global environment, marked by geopolitical tensions and economic volatility. We are prepared to navigate this context and seize opportunities, with an engaged team, strengthened businesses, and a constant focus on operational efficiency, financial discipline, innovation and sustainable growth. We will continue our journey of growth and value creation.
We thank our customers, suppliers, shareholders and partners for their trust. We especially thank all employees for their dedication and commitment throughout the year.
| Marcos Marinho Lutz | Rodrigo de Almeida Pizzinatto |
| Chairman of the Board of Directors | Chief Executive Officer |
| 4Q25 | ![]() |
R$ million
|
ULTRAPAR |
Quarter |
Year |
|||||||
|
4Q25 |
4Q24 |
3Q25 |
4Q25 x 4Q24 |
4Q25 x 3Q25 |
2025 |
2024 |
2025 x 2024 |
||
|
Net revenue |
37,973 |
35,401 |
37,088 |
7% |
2% |
142,478 |
133,499 |
7% |
|
|
Cost of products sold |
(35,372) |
(32,166) |
(34,588) |
10% |
2% |
(133,080) |
(123,812) |
7% |
|
|
Gross profit |
2,600 |
3,236 |
2,501 |
-20% |
4% |
9,398 |
9,687 |
-3% |
|
|
Selling, general and administrative |
(1,286) |
(1,113) |
(1,175) |
16% |
9% |
(4,770) |
(4,372) |
9% |
|
|
Results from disposal of assets |
(100) |
66 |
(16) |
n/a |
n/a |
(138) |
172 |
n/a |
|
|
Other operating income (expenses), net |
(131) |
(77) |
127 |
70% |
n/a |
363 |
(414) |
n/a |
|
|
Adjusted EBITDA |
1,562 |
2,379 |
1,946 |
-34% |
-20% |
6,767 |
6,610 |
2% |
|
|
Recurring Adjusted EBITDA¹ |
1,745 |
1,284 |
1,783 |
36% |
-2% |
6,179 |
5,377 |
15% |
|
|
Depreciation and amortization² |
(563) |
(452) |
(570) |
25% |
-1% |
(2,041) |
(1,731) |
18% |
|
|
Financial Results |
(556) |
(335) |
(401) |
66% |
38% |
(1,168) |
(932) |
25% |
|
|
Net income |
256 |
881 |
772 |
-71% |
-67% |
2,542 |
2,526 |
1% |
|
|
Investments |
826 |
776 |
756 |
6% |
9% |
2,542 |
2,213 |
15% |
|
|
Cash flow from operating activities |
2,382 |
2,231 |
2,129 |
7% |
12% |
5,453 |
3,736 |
46% |
|
¹ Non-recurring items described in the EBITDA calculation table – page 2
² Includes amortization of contractual assets with customers – exclusive rights and amortization of fair value adjustments on associates acquisition
Net revenues – Total of R$ 37,973 million (+7% vs 4Q24), mainly reflecting higher revenues of Ipiranga and the consolidation of Hidrovias. Compared to 3Q25, there was a 2% increase, due to Ipiranga’s growth, partially offset by the seasonality effect on Hidrovias’ operations. In 2025, net revenues totaled R$ 142,478 million. (+7% vs 2024).
Recurring adjusted EBITDA – Total of R$ 1,745 million (+36% vs 4Q24), highlighting Ipiranga’s and Ultragaz’s better results and the consolidation of Hidrovias’ result. Compared to 3Q25, there was a 2% decrease, reflecting the seasonality of Hidrovias’ operations, partially offset by Ipiranga’s growth. In 2025, recurring Adjusted EBITDA totaled R$ 6,179 million (+15% vs 2024).
Results from the Holding and other companies – Negative result of R$ 100 million, comprising: (i) R$ 58 million in Holding expenses, and (ii) R$ 42 million from the other companies, mainly due to the negative result of R$ 42 million at Refinaria Riograndense, impacted by a one-off write-down of deferred tax credits and assets totaling R$ 31 million. For the full year, there was a negative result of R$ 267 million, consisting of: (i) R$ 219 million from the Holding (vs. R$ 195 million in 2024), (ii) R$ 80 million from the other companies, of which R$ 78 million from Refinaria Riograndense (vs. R$ 31 million and R$ 28 million from Refinaria Riograndense in 2024), and (iii) positive one-off provisions of R$ 32 million related to the sales of Oxiteno and Extrafarma.
Depreciation and amortization – Total of R$ 563 million (+25% vs 4Q24), mainly reflecting the effects of the consolidation of Hidrovias. Depreciation and amortization remained practically stable compared to 3Q25. In 2025, depreciation and amortization expenses totaled R$ 2,041 million (+18% vs 2024).
Financial result – Expenses of R$ 556 million (-R$ 221 million vs 4Q24) mainly resulting from i) the higher net debt due to the consolidation of Hidrovias, ii) increase in CDI and iii) negative one-off mark-to-market effect of -R$ 164 million in 4Q25 (vs -R$ 131 million in 4Q24). Compared to 3Q25, there was a worsening of R$ 155 million, mainly due to the positive effect from the monetary adjustment of extraordinary tax credits recognized in 3Q25 and the higher negative mark-to-market effect (-R$61 million in 3Q25). In 2025, financial expenses totaled R$ 1,168 million (-R$ 236 million vs 2024).
Net income – Total of R$ 256 million (which includes the negative effect of R$ 183 million, mainly related to the write-off of coastal navigation assets, whose sale was completed in November), compared to R$ 881 million in 4Q24 (which includes the positive effect of R$ 711 million of extraordinary tax credits and the one-off negative effect of R$ 124 million from KMV’s deferred income tax). Excluding these extraordinary effects, net income would have been R$ 439 million, an increase of 49%, reflecting the period’s record operating result, despite higher depreciation and amortization and a weaker financial result. Compared to 3Q25, net income decreased by R$ 516 million, mainly reflecting the positive effect from the recognition of extraordinary tax credits in 3Q25, as well as Hidrovias’ seasonally weaker results and the negative effects from the sale of coastal navigation, which were partially offset by higher EBITDA. In 2025, net income totaled R$ 2,542 million (+1% vs 2024).
| 4Q25 | ![]() |
Cash flow from operating activities – Operating cash flow of R$ 5,453 million in 2025, the highest in Ultrapar’s history, demonstrating the strong conversion of EBITDA into cash, surpassing the R$ 3,736 million generated in 2024. The performance reflects better operating results, the consolidation of Hidrovias, and lower working capital needs — supported by more efficient inventory management and a more favorable supplier mix at Ipiranga - partially offset by the settlement of R$ 1.0 billion in draft discount for suppliers. In addition, income tax disbursements were lower in 2025, totaling R$ 124 million compared to R$ 309 million in 2024.
R$ million
| IPIRANGA |
Quarter |
Year |
|||||||||||||||
|
4Q25 |
4Q24 |
3Q25 |
4Q25 x 4Q24 |
4Q25 x 3Q25 |
2025 |
2024 |
2025 x 2024 |
||||||||||
|
Total volume (‘000 m³) |
6,443 |
6,013 |
6,170 |
7% |
4% |
23,923 |
23,570 |
1% |
|||||||||
|
Diesel |
3,162 |
2,974 |
3,284 |
6% |
-4% |
12,146 |
12,023 |
1% |
|||||||||
|
Otto cycle |
3,171 |
2,941 |
2,770 |
8% |
14% |
11,340 |
11,148 |
2% |
|||||||||
|
Others¹ |
109 |
99 |
116 |
11% |
-6% |
436 |
399 |
9% |
|||||||||
|
Net revenues |
34,128 |
32,097 |
32,975 |
6% |
3% |
127,633 |
121,336 |
5% |
|||||||||
|
Cost of products sold and service provided |
(32,489) |
(29,789) |
(31,595) |
9% |
3% |
(121,937) |
(114,730) |
6% |
|||||||||
|
Gross profit |
1,639 |
2,308 |
1,380 |
-29% |
19% |
5,696 |
6,606 |
-14% |
|||||||||
|
Gross margin (R$/m³) |
254 |
384 |
224 |
-34% |
14% |
238 |
280 |
-15% |
|||||||||
|
Selling, general and administrative |
(799) |
(729) |
(691) |
10% |
16% |
(3,025) |
(3,019) |
0% |
|||||||||
|
Results from disposal of assets |
95 |
63 |
7 |
50% |
n/a |
142 |
168 |
-15% |
|||||||||
|
Other operating income (expenses), net |
(65) |
(114) |
115 |
-43% |
-156% |
341 |
(513) |
-166% |
|||||||||
|
Adjusted EBITDA |
1,161 |
1,841 |
1,085 |
-37% |
7% |
4,277 |
4,445 |
-4% |
|||||||||
|
Adjusted EBITDA margin (R$/m³) |
180 |
306 |
176 |
-41% |
3% |
179 |
189 |
-5% |
|||||||||
|
Non-recurring² |
(95) |
(997) |
(193) |
-90% |
-51% |
(814) |
(1,101) |
-26% |
|||||||||
|
Recurring Adjusted EBITDA |
1,066 |
844 |
892 |
26% |
20% |
3,462 |
3,343 |
4% |
|||||||||
|
Recurring Adjusted EBITDA margin (R$/m³) |
165 |
140 |
145 |
18% |
15% |
145 |
142 |
2% |
|||||||||
|
Depreciation and amortization³ |
287 |
316 |
283 |
-9% |
1% |
1,135 |
1,212 |
-6% |
|||||||||
|
Recurring Adjusted LTM EBITDA |
3,462 |
3,343 |
3,240 |
4% |
7% |
3,462 |
3,343 |
4% |
|||||||||
|
Recurring Adjusted LTM EBITDA margin (R$/m³) |
145 |
142 |
138 |
2% |
5% |
145 |
142 |
2% |
|||||||||
¹ Fuel oils, arla 32, kerosene, lubricants and greases ² Non-recurring items described in the EBITDA calculation table – page 3
³ Includes amortization with contractual assets with customers – exclusive rights
Operational performance – Volume sold increased by 7% compared to 4Q24, with a 8% increase in the Otto cycle and 6% in diesel (higher volume in spot), reflecting the market recovery amid the advance in combating irregularities, essential for a fairer competitive environment. Compared to 3Q25, volume increased by 4%, driven by a 14% growth in the Otto cycle, partially offset by a 4% reduction in diesel fuel, reflecting seasonality. In 2025, the sales volume totaled 23,923 thousand m³ (+1% vs 2024).
Net revenues – Total of R$ 34,128 million (+6% vs 4Q24 and +3% vs 3Q25), reflecting higher sales volume in the period. In 2025, net revenues were R$ 127,633 million (+5% vs 2024).
Cost of goods sold – Total of R$ 32,489 million (+9% vs 4Q24), growth due to the higher sales volume and the extraordinary tax credits of R$ 934 million recognized in 4Q24. Compared to 3Q25, there was a 3% increase, consistent with the growth in net revenues. For the year, cost of goods sold totaled R$ 121,937 million (+6% vs 2024).
Selling, general and administrative expenses – Total of R$ 799 million (+10% vs 4Q24), mainly due to higher freight expenses, resulting from the increased sales volume, and the higher provision for variable compensation, in line with the progression of results. Compared to 3Q25, there was a 16% increase, mainly explained due to higher marketing expenses, as well as lower level of contingencies presented in 3Q25. In 2025, expenses totaled R$ 3,025 million (stable vs 2024).
Result from disposal of assets – Total of R$ 95 million (+R$ 32 million vs 4Q24 and +R$ 88 million vs 3Q25), mainly due to higher sale of real estate assets and trucks in the period. In 2025, the result from the disposal of assets totaled R$ 142 million (-R$ 26 million vs 2024).
| 4Q25 | ![]() |
Other operating results – Negative result of R$ 65 million (improvement of R$ 49 million vs 4Q24) due to lower expenses with decarbonization credits given the lower price level. Compared to 3Q25, there was a worsening of R$ 180 million, due to the positive effect of R$ 185 million from extraordinary tax credits in the previous quarter. In 2025, other operating results totaled R$ 341 million (+R$ 854 million vs 2024).
Recurring Adjusted EBITDA – Total of R$ 1,066 million (+26% vs 4Q24 and +20% vs 3Q25), due to: (i) higher volumes, (ii) better margins, driven by the recovery of the market amid progress in addressing irregularities, which is essential for a fairer competitive environment, partially offset by higher expenses. In 2025, recurring Adjusted EBITDA totaled R$ 3,462 million (+4% vs. 2024).
R$ million
|
ULTRAGAZ |
Quarter |
Year |
||||||
|
4Q25 |
4Q24 |
3Q25 |
4Q25 x 4Q24 |
4Q25 x 3Q25 |
2025 |
2024 |
2025 x 2024 |
|
|
Total volume (‘000 ton) |
426 |
435 |
446 |
-2% |
-4% |
1,711 |
1,747 |
-2% |
|
Bottled |
280 |
282 |
289 |
0% |
-3% |
1,103 |
1,113 |
-1% |
|
Bulk |
146 |
154 |
157 |
-5% |
-7% |
608 |
633 |
-4% |
|
Net revenues |
3,115 |
3,068 |
3,209 |
2% |
-3% |
12,314 |
11,288 |
9% |
|
Cost of products sold |
(2,432) |
(2,321) |
(2,531) |
5% |
-4% |
(9,838) |
(8,895) |
11% |
|
Gross profit |
683 |
747 |
678 |
-9% |
1% |
2,475 |
2,393 |
3% |
|
Selling, general and administrative |
(274) |
(271) |
(270) |
1% |
1% |
(1,054) |
(951) |
11% |
|
Results from disposal of assets |
(46) |
3 |
0 |
n/a |
n/a |
(63) |
4 |
n/a |
|
Other operating income (expenses), net |
(6) |
45 |
4 |
-113% |
n/a |
15 |
83 |
-81% |
|
Operating income |
357 |
524 |
413 |
-32% |
-14% |
1,374 |
1,529 |
-10% |
|
MTM of energy futures contracts |
(46) |
(64) |
(58) |
-28% |
-20% |
(71) |
(64) |
n/a |
|
Adjusted EBITDA¹ |
423 |
554 |
463 |
-24% |
-9% |
1,721 |
1,817 |
-5% |
|
Adjusted EBITDA margin (R$/ton) |
992 |
1,272 |
1,039 |
-22% |
-5% |
1,006 |
1,040 |
-3% |
|
Non-recurring² |
51 |
(113) |
- |
-145% |
n/a |
51 |
(130) |
-139% |
|
Recurring Adjusted EBITDA |
474 |
441 |
463 |
7% |
2% |
1,772 |
1,687 |
5% |
|
Recurring Adjusted EBITDA margin (R$/ton) |
1,112 |
1,014 |
1.039 |
10% |
7% |
1,036 |
966 |
7% |
|
Depreciation and amortization² |
113 |
94 |
108 |
21% |
5% |
418 |
351 |
19% |
|
Recurring Adjusted LTM EBITDA |
1,772 |
1,687 |
1,740 |
5% |
2% |
1,772 |
1,687 |
5% |
|
Recurring Adjusted LTM EBITDA margin (R$/ton) |
1,036 |
966 |
1,011 |
7% |
2% |
1,036 |
966 |
7% |
1 Includes contribution from the result of new energies
2 Non-recurring items described in the EBITDA calculation table – page 2
Operational performance – The volume of LPG sold totaled 426 thousand tons in 4Q25 (-2% vs 4Q24), with a 5% decrease in the bulk segment (mainly in the industry segment) and the stability in the bottled segment. Compared to 3Q25, the volume was 4% lower, reflecting seasonality between the periods. In 2025, sales volume reached 1,711 thousand tons (-2% vs 2024).
Net revenues – Total of R$ 3,115 million (+2% vs 4Q24), mainly due to pass-through of inflation and the increased costs of LPG, in addition to higher contribution of the new energy segment, partially offset by the lower volume in the bulk segment. Compared to 3Q25, there was a 3% decrease, reflecting seasonality, partially offset by the improvement in the new energy segment. In 2025, net revenues were R$ 12,314 million (+9% vs 2024).
Cost of goods sold – Total of R$ 2,432 million (+5% vs 4Q24), mainly due to higher LPG costs (impacted by the extraordinary credit of R$ 76 million in 4Q24) and higher costs related to the new energies segment. Compared to 3Q25, COGS decreased by 4%, driven by lower sales volume. Compared to 3Q25, COGS decreased by 4%, due to lower sales volume. In 2025, the cost of goods sold totaled R$ 9,838 million (+11% vs 2024).
| 4Q25 | ![]() |
Selling, general and administrative expenses – Total of R$ 274 million (+1% vs 4Q24 and +1% vs 3Q25), reflecting higher expenses with new energy-related services, partially offset by reductions in personnel. In 2025, SG&A totaled R$ 1,054 million (+11% vs 2024).
Result from disposal of assets – Negative result of R$ 46 million (-R$ 49 million vs 4Q24 and -R$ 46 million vs 3Q25), due to the write-off of the investment goodwill (impairment) of Stella, reflecting the expected results. In 2025, the result from disposal of assets was negative by R$ 63 million, a worsening of R$ 67 million compared to 2024.
Recurring Adjusted EBITDA – Total of R$ 474 million (+7% vs 4Q24 and +2% vs 3Q25), mainly due to the pass-through of inflation and more favorable sales mix, which offset the lower volume pf LPG. For the year, recurring Adjusted EBITDA totaled R$ 1,772 million (+5% vs 2024).
R$ million
|
ULTRACARGO |
Quarter |
Year | ||||||||||||||
|
4Q25 |
4Q24 |
3Q25 |
4Q25 x 4Q24 |
4Q25 x 3Q25 |
2025 |
2024 |
2025 x 2024 |
|||||||||
|
Installed capacity1 (‘000 m³) |
1,131 |
1,067 |
1,097 |
6% |
3% |
1,090 |
1,067 |
2% |
||||||||
|
m³ sold (‘000 m³) |
4,074 |
4,283 |
3,845 |
-5% |
6% |
15,647 |
17,143 |
-9% |
||||||||
|
Net revenues |
261 |
283 |
243 |
-8% |
8% |
1,021 |
1,076 |
-5% |
||||||||
|
Cost of service provided |
(120) |
(102) |
(115) |
18% |
4% |
(443) |
(387) |
15% |
||||||||
|
Gross profit |
141 |
181 |
127 |
-22% |
11% |
578 |
689 |
-16% |
||||||||
|
Gross margin (%) |
54% |
64% |
52% |
-10.0p.p. |
1.6p.p. |
57% |
64% |
-7.5p.p. |
||||||||
|
Selling, general and administrative |
(38) |
(52) |
(41) |
-26% |
-8% |
(167) |
(187) |
-11% |
||||||||
|
Results from disposal of assets |
(1) |
0 |
(0) |
n/a |
n/a |
(0) |
(0) |
n/a |
||||||||
|
Other operating income (expenses), net |
(3) |
2 |
3 |
n/a |
n/a |
7 |
14 |
-49% |
||||||||
|
Adjusted EBITDA |
144 |
169 |
134 |
-15% |
7% |
585 |
668 |
-12% |
||||||||
|
Adjusted EBITDA margin (%) |
55% |
60% |
55% |
-4.8p.p. |
-0.2p.p. |
57% |
62% |
-4.8p.p. |
||||||||
|
Adjusted EBITDA margin (R$/m³ capacity) |
42 |
53 |
41 |
-20% |
4% |
45 |
52 |
-14% |
||||||||
|
Depreciation and amortization2 |
45 |
37 |
46 |
22% |
-2% |
166 |
151 |
10% |
||||||||
|
Adjusted LTM EBITDA |
585 |
668 |
611 |
-12% |
-4% |
585 |
668 |
-12% |
||||||||
|
Adjusted LTM EBITDA margin (%) |
57% |
62% |
59% |
-4.8p.p. |
-1.3p.p. |
57% |
62% |
-4.8p.p. |
||||||||
1 Monthly average
2 Includes amortization of fair value adjustments on associates’ acquisition
| 4Q25 | ![]() |
Operational performance – The average installed capacity increased by 6% compared to 4Q24, with the addition of (i) 23 thousand m³ in Palmeirante in 3Q25, (ii) 7 thousand m³ in Rondonópolis in 3Q25 and (iii) 34 thousand m³ in Santos in 4Q25, expansions in ramp-up phase. The m3 sold was 5% lower than in 4Q24, reflecting lower demand for storage in fuel imports by our customers, mainly in Itaqui and Santos, partially offset by higher handling in Opla. Compared to 3Q25, the billed volume increased by 6%, highlighting the gradual handling recovery in Santos. In 2025, the total billed volume was 15,647 thousand m³ (-9% vs 2024).
Net revenues – Total of R$ 261 million (-8% vs 4Q24), mainly reflecting the lower volume and less favorable sales mix in 2025. Compared to 3Q25, revenues increased by 8%, mainly due to higher sales volume. In 2025, net revenues were R$ 1,021 million (-5% vs 2024).
Cost of services provided – Total of R$ 120 million (+18% vs 4Q24), with pre-operational and initial costs of new operations, higher personnel expenses due to the period of adjustments of collective bargaining agreements, and higher depreciation expenses due to the completion of expansions. Compared to 3Q25, there was a 4% increase, reflecting higher personnel costs and variable costs due to higher handling. In 2025, cost of services provided totaled R$ 443 million (+15% vs 2024).
Selling, general and administrative expenses – Total of R$ 38 million (-26% vs 4Q24 and -8% vs 3Q25), result of lower personnel expenses (mainly due to lower variable compensation provision, reflecting lower operating result), as well as lower expenses related to expansion projects. In 2025, SG&A totaled R$ 167 million (-11% vs 2024).
Adjusted EBITDA – Total of R$ 144 million (-15% vs 4Q24), mainly reflecting the lower billed volume and higher costs, partially offset by lower expenses. Compared to 3Q25, there was a more positive trend, with a 7% increase, explained by the gradual recovery in demand for storage in fuel imports by our customers. In 2025, Adjusted EBITDA was R$ 585 million (-12% vs 2024).
R$ million
|
HIDROVIAS DO BRASIL |
Quarter |
Year |
||||||
|
4Q25 |
4Q24 |
3Q25 |
4Q25 x 4Q24 |
4Q25 x 3Q25 |
2025 |
2024 |
2025 x 2024 |
|
|
Total volume (thousand ton) |
3,593 |
2,174 |
5,182 |
65% |
-31% |
17,860 |
14,663 |
22% |
|
Net Revenue |
507 |
235 |
705 |
115% |
-28% |
2,438 |
1,656 |
47% |
|
Net operating revenue |
509 |
265 |
711 |
92% |
-28% |
2,465 |
1,749 |
41% |
|
Hedge accounting |
(2) |
(30) |
(6) |
-94% |
-68% |
(27) |
(93) |
-71% |
|
Operating costs |
(278) |
(208) |
(300) |
34% |
-7% |
(1,128) |
(973) |
16% |
|
Depreciation and amortization (costs) |
(85) |
(130) |
(83) |
-34% |
3% |
(341) |
(371) |
-8% |
|
Gross profit |
144 |
(102) |
322 |
n/a% |
-55% |
968 |
312 |
n/a |
|
Gross margin (%) |
28% |
-43% |
46% |
72 p.p. |
-17 p.p. |
40% |
19% |
21 p.p. |
|
General and administrative |
(89) |
(57) |
(76) |
56% |
17% |
(275) |
(256) |
7% |
|
Depreciation and amortization (expenses) |
(7) |
17 |
(7) |
n/a |
0% |
(31) |
(48) |
-35% |
|
Results from disposal of assets |
(148) |
(110) |
(23) |
35% |
n/a% |
(253) |
(111) |
128% |
|
Other operating income (expenses), net |
(58) |
11 |
3 |
n/a |
n/a% |
(43) |
32 |
n/a |
|
Adjusted EBITDA |
(66) |
(107) |
332 |
38% |
-120% |
790 |
449 |
76% |
|
Adjusted EBITDA margin (%) |
-13% |
-40% |
47% |
27 p.p. |
-60 p.p. |
32% |
26% |
6 p.p. |
|
Non-recurring1 |
226 |
99 |
29 |
n/a |
n/a% |
335 |
129 |
159% |
|
Recurring Adjusted EBITDA |
160 |
(8) |
361 |
n/a |
-56% |
1,125 |
578 |
95% |
|
Recurring adjusted EBITDA margin (%) |
31% |
-3% |
51% |
-10 p.p. |
-19 p.p. |
46% |
33% |
13 p.p. |
|
Depreciation and amortization |
92 |
114 |
90 |
-19% |
2% |
373 |
419 |
-11% |
1 Non-recurring items for 4Q25 are described in the EBITDA calculation table – page 2. Regarding the comparative periods, non-recurring items can be consulted directly in the Earnings Release, on the company’s website. Results Center - Hidrovias IR
The table above presents Hidrovias’ full results since January 2024, as disclosed by the company on its Investor Relations website. The figures were maintained as originally published, reflecting the complete quarterly results.
| 4Q25 | ![]() |
Operational performance – Total volume handled was 3,593 thousand tons (+65% vs 4Q24), highlighting the normalization of navigation and the resulting recovery of volumes, in addition to operational improvements. Compared to 3Q25, there was a 31% decrease in volume, explained by the seasonality of the period. For the year, the volume handled reached 17,860 thousand tons (+22% vs 2024).
Net revenue (ex-hedge accounting) – Total of R$ 509 million (+92% vs 4Q24), mainly reflecting the higher volume handled and improved tariffs. Compared to 3Q25, there was a 28% decrease, in line with the historical seasonality. In 2025, net revenues totaled R$ 2,465 million (+41% vs 2024).
Cost of services provided – Total of R$ 363 million (+8% vs 4Q24 and -5% vs 3Q25). Excluding depreciation and amortization expenses, they totaled R$ 278 million in 4Q25 (+34% vs 4Q24 and -7% vs 3Q25), mainly reflecting the activity level of the periods compared and the sale of the coastal navigation operation in November 2025. In 2025, costs totaled R$ 1.128 million (+16% vs 2024).
General and administrative expenses – Total of R$ 96 million (+140% vs 4Q24 and +15% vs 3Q25). Excluding depreciation and amortization expenses, they totaled R$ 89 million in 4Q25 (+56% vs 4Q24 and +17% vs 3Q25), mainly due to higher variable compensation provision in line with the progression of results, in addition to one-off expenses with consulting services. In 2025, they totaled R$ 275 million (+7% vs 2024).
Recurring Adjusted EBITDA – Total of R$ 160 million, reverting the negative result of 4Q24, reflecting the larger volume handled, as a result of normal navigation conditions and operational improvements. Compared to 3Q25, there was a 56% reduction, reflecting operational seasonality and the sale of the coastal navigation operation in November 2025. For the year, recurring Adjusted EBITDA reached R$ 1,125 million (+95% vs 2024).
R$ million
|
ULTRAPAR – Indebtedness |
Quarter |
||
|
4Q25 |
4Q24 |
3Q25 |
|
|
Cash and cash equivalents1 |
9,408 |
8,032 |
6,668 |
|
Gross debt1 |
(20,093) |
(14,302) |
(17,188) |
|
Leases payable |
(1,740) |
(1,485) |
(1,708) |
|
Derivative financial instruments1 |
276 |
- |
185 |
|
Net debt |
(12,148) |
(7,756) |
(12,043) |
|
Adjusted LTM EBITDA2 |
7,267 |
5,539 |
7,058 |
|
Net debt/Adjusted LTM EBITDA2 |
1.7x |
1.4x |
1.7x |
|
Trade payables – draft discount for suppliers |
(4) |
(1,015) |
- |
|
Financial liabilities of customers (vendor) |
(74) |
(180) |
(97) |
|
Net debt + draft discount + vendor |
(12,227) |
(8,950) |
(12,140) |
|
Average gross debt duration (years) |
3.2 |
3.2 |
3.6 |
|
Average cost of gross debt |
107% DI |
110% DI |
102% DI |
|
DI +0.9% |
DI +1.1% |
DI +0.3% |
|
|
Average cash yield (% DI)3 |
97% |
98% |
96% |
1 In 2Q25, the “Cash and cash equivalents” and “Gross debt” lines no longer present the balance of “Derivative financial instruments”. For further information, please see note 26 of Ultrapar’s financial statements.
2 Adjusted LTM EBITDA does not include extraordinary tax credits. With the consolidation of Hidrovias, Adjusted LTM EBITDA for 4Q25 includes the effect of Hidrovias’ Adjusted EBITDA for the last 12 months (excluding the effects of impairment and result of coastal navigation) and excludes the effects of share of profit (loss) of subsidiaries, joint ventures and associates recorded at Ultrapar.
3 Disregards funds invested abroad for debt protection.
Ultrapar ended 4Q25 with a net debt of R$ 12,148 million (1.7x Adjusted LTM EBITDA), practically stable compared to the R$ 12,043 million recorded in 3Q25 (1.7x Adjusted LTM EBITDA). The leverage and net debt levels remained unchanged even after the decision to antecipate R$ 1,087 billion in dividends in December. Excluding this effect, leverage would have decreased to 1.5x.
| 4Q25 | ![]() |
Cash and maturity profile and breakdown of the gross debt (R$ million):


| 4Q25 | ![]() |
|
ULTRAPAR - Investments |
2025 (Plan)1 |
2025 (Real)2 |
2026 (Plan) |
|
Expansion |
1,512 |
1,279 |
1,110 |
|
Ipiranga |
688 |
496 |
470 |
|
Ultragaz |
267 |
240 |
255 |
|
Ultracargo |
557 |
453 |
306 |
|
Hidrovias |
- |
90 |
79 |
|
Others |
- |
- |
- |
|
Maintenance and others |
1,030 |
1,264 |
1,507 |
|
Ipiranga |
678 |
776 |
811 |
|
Ultragaz |
213 |
200 |
345 |
|
Ultracargo |
116 |
70 |
128 |
|
Hidrovias |
- |
146 |
191 |
|
Others |
23 |
72 |
32 |
|
Total |
2,542 |
2,542 |
2,617 |
|
Ipiranga |
1,366 |
1,272 |
1,281 |
|
Ultragaz |
480 |
440 |
600 |
|
Ultracargo |
673 |
523 |
434 |
|
Hidrovias |
- |
235 |
270 |
|
Others |
23 |
72 |
32 |
1 The plan announced in February 2025 did not consider Hidrovias.
2 Considers Hidrovias’ CAPEX as of the consolidation in May 2025.
In 2025, Ultrapar invested R$ 2.5 billion, with 50% allocated to business expansion and 50% to maintenance and other investments.
The total investments made in 2025 remained in line with the previously announced plan, even after including the investments of Hidrovias, which was not included in the initial projection and added R$ 235 million to the total investments in 2025.
Disregarding this effect, total investments in 2025 would have amounted to R$ 2,307 million (vs. R$ 2,542 million in the plan), as a result of ongoing prioritization and optimization efforts, as well as the phasing of certain projects, mainly related to Ultracargo’s terminals and technology at Ipiranga.
Ipiranga invested R$ 1.272 million in 2025, focusing on expanding and maintaining its network of service stations and franchises, strengthening its logistics infrastructure, and investments related to replacing the company’s ERP system. Of the total investments, R$ 584 million refers to additions to fixed and intangible assets, R$ 647 million to contractual assets with clients (exclusivity rights), and R$ 41 million to installments of financing granted to customers and rent advances, net of receipts.
Ultragaz invested R$ 440 million in 2025, mainly focused on capturing new customers, mainly in the bulk segment, expansion of new energy sectors (with a more gradual pace of biomethane expansion, in line with product availability), acquisition and replacement of bottles, and maintenance and safety of existing operations.
Ultracargo invested R$ 523 million in 2025, focusing on the expansion projects at the terminals in Itaqui, Suape, Opla, Santos, and Rondonópolis, as well as investments in operational maintenance and safety.
Hidrovias’ investments focused on modular expansion in the Northern corridor, including the floating crane that will be used at TUP, in addition to investments in asset maintenance and docking of HB Tucunaré in the coastal navigation business.
For 2026, the investment plan totals R$ 2.617 million, in accordance with the market announcement released on March 04.
| 4Q25 | ![]() |
Updates on ESG themes
The Ultra Group and its companies reinforced their commitment to transparency, integrity and climate agenda by joining the Carbon Disclosure Project (CDP), one of the world’s leading references in environmental information reporting. In 2025, Ultra Group improved its rating from C to B, reflecting progress in climate governance, risk management, and the quality of reported information.
The subsidiaries also delivered consistent performance: Hidrovias do Brasil maintained a B rating, while Ipiranga, Ultragaz and Ultracargo achieved a B rating in their first participation, demonstrating continuous evolution in reporting processes and the strengthening of climate management across all Group companies.
Ipiranga was recognized by Childhood Brasil for its initiatives to prevent the abuse and sexual exploitation of children and adolescents on Brazilian highways. Through the “Mover” Excellence Program, the company has intensified awareness efforts with partner transporters, suppliers and employees, expanding the reach and effectiveness of child protection measures.
The company also reaffirmed its position as a benchmark in human capital: for the second consecutive year, it ranked first place in the Energy sector of the Merco Talento award and was ranked 15th overall among the country’s top100 companies.
Ultracargo received the Diamond Seal of the Sustainability Pact in November, awarded by the Ministry of Ports and Airports—recognition granted to organizations that demonstrate excellence in measuring, monitoring, and continuously improving their ESG impacts.
For the fourth consecutive year, the company also received the Ocean-Friendly Terminal Seal, at the Port of Suape, highlighting initiatives focused on marine conservation and alignment with the Oceans Decade and Agenda 2030, particulary on SDG 14 – Life on Water.
Hidrovias was recognized, for the second consecutive cycle, with the Integrity Seal 2025–2027, granted in Paraguay, a certification that reaffirms the adoption of ethical, transparent and responsible practices.
R$ million
|
ULTRAPAR – Capital markets |
Quarter |
Year |
|||
|
4Q25 |
4Q24 |
3Q25 |
2025 |
2024 |
|
|
Final number of shares (‘000 shares) |
1,115,850 |
1,115,440 |
1,115,850 |
1,115,850 |
1,115,440 |
|
Market cap¹ (R$ million) |
23,321 |
17,713 |
24,515 |
23,321 |
17,713 |
|
B3 |
|
|
|
|
|
|
Average daily trading volume (‘000 shares) |
7,412 |
5,898 |
5,302 |
6,303 |
5,234 |
|
Average daily financial volume (R$ thousand) |
159,386 |
111,271 |
97,953 |
116,711 |
123,249 |
|
Average share price (R$/share) |
21.50 |
18.86 |
18.47 |
18.52 |
23.55 |
|
NYSE |
|
|
|
|
|
|
Quantity of ADRs² (‘000 ADRs) |
70,253 |
65,758 |
70,253 |
70,253 |
65,758 |
|
Average daily trading volume (‘000 ADRs) |
1,989 |
2,159 |
1,898 |
1,888 |
1,539 |
|
Average daily financial volume (US$ thousand) |
7,885 |
6,953 |
6,464 |
6,328 |
6,664 |
|
Average share (US$/ADRs) |
3.97 |
3.22 |
3.41 |
3.35 |
4.33 |
|
Total |
|
|
|
|
|
|
Average daily trading volume (‘000 shares) |
9,401 |
8,057 |
7,200 |
8,190 |
6,773 |
|
Average daily financial volume (R$ thousand) |
201,847 |
151,999 |
133,139 |
151,796 |
158,992 |
1 Calculated on the closing share price for the period
2 1 ADR = 1 commom share
| 4Q25 | ![]() |
The average daily trading volume of Ultrapar’s shares, considering B3 and NYSE, was R$ 152 million/day in 2025 (-5% vs 2024). Ultrapar’s shares closed 2025 at R$ 20.90 on B3, up 32% in the year, while Ibovespa index appreciated by 34%. On the NYSE, Ultrapar’s shares rose 43%, while the Dow Jones index appreciated by 14% in the year. Ultrapar ended 2025 with a market cap of R$ 23 billion.
UGPA3 x Ibovespa performance
(Base 100)

Source: Broadcast
4Q25 Conference call
Ultrapar will host a conference call with analysts and investors on March 5, 2026 to comment on the Company’s performance in the fourth quarter of 2025. The presentation will be available for download on the Company’s website 30 minutes prior to the start.
The conference call will be broadcast via zoom and conducted in Portuguese with simultaneous translation into English. Please connect 10 minutes in advance.
Conference call in Portuguese with simultaneous translation into English
Time: 11:00 (BRT) / 9:00 (EDT)
Access link via Zoom
Participants in Brazil and international: Click here
| 4Q25 | ![]() |
R$ million
|
ULTRAPAR – Balance sheet |
Dec 25 |
Dec 24 |
Sep 25 |
Sep 25 Continued |
Sep 25 Discontinued |
||
|
|
|
|
|
|
|
||
|
ASSETS |
|
|
|
|
|
||
|
Cash and cash equivalents |
3,175 |
2,072 |
2,550 |
2,534 |
16 |
||
|
Financial investments |
3,852 |
2,553 |
1,491 |
1,490 |
1 |
||
|
Derivative instruments¹ |
127 |
- |
181 |
181 |
- |
||
|
Trade receivables and reseller financing |
4,277 |
4,052 |
4,270 |
4,212 |
57 |
||
|
Trade receivables - sale of subsidiaries |
- |
- |
- |
- |
- |
||
|
Inventories |
4,244 |
3,917 |
3,843 |
3,824 |
19 |
||
|
Recoverable taxes |
2,003 |
2,192 |
2,024 |
1,992 |
31 |
||
|
Energy trading futures contracts |
371 |
141 |
236 |
236 |
- |
||
|
Prepaid expenses |
165 |
164 |
166 |
166 |
- |
||
|
Contractual assets with customers – exclusive rights |
666 |
659 |
663 |
663 |
- |
||
|
Others |
295 |
298 |
317 |
289 |
28 |
||
|
Assets held for sale |
- |
- |
- |
709 |
- |
||
|
Total current assets |
19,176 |
16,048 |
15,741 |
16,297 |
153 |
||
|
Financial Investments and other financial assets |
2,382 |
3,407 |
2,628 |
2,609 |
19 |
||
|
Derivative instruments¹ |
773 |
- |
655 |
655 |
- |
||
|
Trade receivables and reseller financing |
834 |
793 |
797 |
797 |
- |
||
|
Deferred income and social contribution taxes |
1,007 |
937 |
925 |
849 |
77 |
||
|
Recoverable taxes |
4,064 |
2,996 |
3,924 |
3,924 |
0 |
||
|
Energy trading futures contracts |
724 |
263 |
424 |
424 |
- |
||
|
Escrow deposits |
472 |
446 |
503 |
481 |
22 |
||
|
Prepaid expenses |
81 |
41 |
57 |
57 |
- |
||
|
Contractual assets with customers - exclusive rights |
1,519 |
1,473 |
1,473 |
1,473 |
- |
||
|
Related parties |
105 |
48 |
91 |
91 |
- |
||
|
Other receivables |
278 |
241 |
415 |
406 |
9 |
||
|
Investments in subsidiaries, joint ventures and associates |
521 |
2,149 |
397 |
506 |
(109) |
||
|
Right-of-use assets |
1,929 |
1,671 |
1,927 |
1,927 |
- |
||
|
Property, plant and equipment |
12,167 |
7,136 |
12,205 |
11,829 |
376 |
||
|
Intangible assets |
3,316 |
1,908 |
3,402 |
3,239 |
163 |
||
|
Total non-current assets |
30,173 |
23,510 |
29,824 |
29,268 |
556 |
||
|
Total assets |
49,349 |
39,558 |
45,565 |
45,565 |
709 |
||
|
Liabilities |
|
|
|
|
|
||
|
Trade payables |
4,643 |
3,518 |
3,429 |
3,413 |
16 |
||
|
Trade payables - draft discount for suppliers |
4 |
1,015 |
- |
- |
- |
||
|
Loans, financing and debentures |
4,251 |
3,553 |
2,705 |
2,642 |
63 |
||
|
Derivative instruments¹ |
246 |
- |
206 |
206 |
- |
||
|
Salaries and related charges |
577 |
480 |
549 |
544 |
5 |
||
|
Taxes payable |
596 |
473 |
543 |
524 |
19 |
||
|
Leases payable |
344 |
316 |
336 |
336 |
- |
||
|
Energy trading futures contracts |
303 |
67 |
175 |
175 |
- |
||
|
Financial liabilities of customers (vendor) |
63 |
117 |
76 |
76 |
- |
||
|
Dividends payable |
23 |
327 |
17 |
17 |
- |
||
|
Others |
797 |
626 |
535 |
535 |
- |
||
|
Liabilities held for sale |
- |
- |
- |
442 |
- |
||
|
Total current liabilities |
11,847 |
10,493 |
8,570 |
8,910 |
102 |
||
|
Loans, financing and debentures |
15,842 |
10,749 |
14,483 |
14,143 |
340 |
||
|
Derivative instruments¹ |
335 |
- |
376 |
376 |
- |
||
|
Energy trading futures contracts |
431 |
48 |
170 |
170 |
- |
||
|
Provision for tax, civil and labor risks |
485 |
611 |
628 |
628 |
- |
||
|
Post-employment benefits |
197 |
199 |
213 |
213 |
- |
||
|
Leases payable |
1,396 |
1,169 |
1,371 |
1,371 |
- |
||
|
Financial liabilities of customers (vendor) |
11 |
63 |
21 |
21 |
- |
||
|
Others |
1,074 |
403 |
1,065 |
1,065 |
- |
||
|
Total non-current liabilities |
19,771 |
13,241 |
18,328 |
17,988 |
340 |
||
|
Total liabilities |
31,618 |
23,734 |
26,898 |
26,898 |
442 |
||
|
EQUITY |
|
|
|
|
|
||
|
Share capital |
7,987 |
6,622 |
7,987 |
7,987 |
- |
||
|
Reserves |
8,283 |
8,603 |
7,243 |
7,243 |
- |
||
|
Treasury shares |
(823) |
(596) |
(827) |
(827) |
- |
||
|
Others |
219 |
531 |
1,985 |
1,985 |
- |
||
|
Non-controlling interests in subsidiaries |
2,064 |
665 |
2,279 |
2,279 |
- |
||
|
Total equity |
17,731 |
15,823 |
18,667 |
18,667 |
- |
||
|
Total liabilities and Equity |
49,349 |
39,558 |
45,565 |
45,565 |
442 |
||
|
|
|
|
|
|
|
||
|
Cash and cash equivalents¹ |
9,408 |
8,032 |
6,668 |
|
|
||
|
Gross debt¹ |
(20,093) |
(14,302) |
(17,188) |
|
|
||
|
Derivative financial instruments¹ |
276 |
- |
185 |
|
|
||
|
Leases Payable |
(1,740) |
(1,485) |
(1,708) |
|
|
||
|
Net Debt |
(12,148) |
(7,756) |
(12,043) |
|
|
¹ In 2Q25, the “cash and cash equivalent” and “gross debt” lines no longer included the balance of derivate instruments.
| 4Q25 | ![]() |
R$ million
|
ULTRAPAR – Income statement |
4Q25 |
Continued op. |
Discontinued op |
|
4Q24 |
|
3Q25 |
Continued op. |
Discontinued op. |
|
2025 |
|
2024 |
|
|
|
|
|
||||||||||
|
Net revenues from sales and services |
37,973 |
37,951 |
21 |
|
35,401 |
|
37,088 |
37,034 |
54 |
|
142,478 |
|
133,499 |
|
Cost of products sold and services provided |
(35,372) |
(35,359) |
(13) |
|
(32,166) |
|
(34.588) |
(34.556) |
(31) |
|
(133,080) |
|
(123,812) |
|
Gross Profit |
2,600 |
2,592 |
8 |
|
3,236 |
|
2.501 |
2.478 |
23 |
|
9,398 |
|
9,687 |
|
Operating revenues (expenses) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing |
(664) |
(664) |
- |
|
(615) |
|
(604) |
(604) |
- |
|
(2,518) |
|
(2,500) |
|
General and administrative |
(622) |
(622) |
1 |
|
(497) |
|
(571) |
(569) |
(2) |
|
(2,252) |
|
(1,872) |
|
Results from disposal of assets |
(100) |
66 |
(165) |
|
66 |
|
(16) |
13 |
(29) |
|
(138) |
|
172 |
|
Other operating income (expenses), net |
(131) |
(132) |
2 |
|
(77) |
|
127 |
124 |
3 |
|
363 |
|
(414) |
|
Operating income |
1,084 |
1,239 |
(154) |
|
2,113 |
|
1.437 |
1.441 |
(5) |
|
4,852 |
|
5,073 |
|
Financial Results |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial income |
387 |
386 |
1 |
|
219 |
|
375 |
373 |
2 |
|
1,586 |
|
881 |
|
Financial expenses |
(943) |
(941) |
(1) |
|
(555) |
|
(777) |
(774) |
(2) |
|
(2,754) |
|
(1,813) |
|
Total share of profit (loss) of subsidiaries, joint ventures and associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share of profit (loss) of subsidiaries, joint ventures and associates |
(40) |
(40) |
- |
|
(120) |
|
(8) |
(8) |
- |
|
(156) |
|
(127) |
|
Amortization of fair value adjustments on associates acquisition |
(0) |
(0) |
- |
|
(0) |
|
(0) |
(0) |
- |
|
(2) |
|
(2) |
|
Gain (loss) on obtaining control of an affiliate |
- |
- |
- |
|
- |
|
- |
- |
- |
|
91 |
|
- |
|
Income before taxes and social contribution taxes |
488 |
643 |
(155) |
|
1,657 |
|
1,027 |
1,032 |
(5) |
|
3,618 |
|
4,012 |
|
Income and social contribution taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
(329) |
(331) |
2 |
|
(364) |
|
(252) |
(253) |
1 |
|
(1,049) |
|
(1,125) |
|
Deferred |
96 |
127 |
(30) |
|
(412) |
|
(3) |
(5) |
2 |
|
(27) |
|
(361) |
|
Net income |
256 |
439 |
(183) |
|
881 |
|
772 |
775 |
(2) |
|
2,542 |
|
2,526 |
|
Net income attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders of Ultrapar |
323 |
323 |
- |
|
842 |
|
709 |
709 |
- |
|
2,454 |
|
2,363 |
|
Non-controlling interests in subsidiaries |
(68) |
(68) |
- |
|
39 |
|
63 |
63 |
- |
|
88 |
|
163 |
|
Adjusted EBITDA |
1,562 |
1,715 |
(152) |
|
2,379 |
|
1,946 |
1,945 |
1 |
|
6,767 |
|
6,610 |
|
Non-recurring¹ |
182 |
(44) |
226 |
|
(1,096) |
|
(164) |
(193) |
29 |
|
(588) |
|
(1,233) |
|
Recurring Adjusted EBITDA |
1,745 |
1,671 |
74 |
|
1,284 |
|
1,783 |
1,753 |
30 |
|
6,179 |
|
5,377 |
|
Depreciation and amortization² |
563 |
563 |
- |
|
452 |
|
570 |
570 |
- |
|
2.041 |
|
1.731 |
|
Total invesments³ |
826 |
826 |
- |
|
776 |
|
756 |
740 |
16 |
|
2.542 |
|
2.213 |
|
MTM of energy futures contracts |
(46) |
(46) |
- |
|
(64) |
|
(58) |
(58) |
- |
|
(71) |
|
(64) |
|
Cash flow hedge |
2 |
- |
2 |
|
- |
|
6 |
- |
6 |
|
12 |
|
- |
|
Ratios |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share (R$) |
0.30 |
|
|
|
0.76 |
|
0.65 |
|
|
|
1.6 |
|
1.38 |
|
Net debt / Adjusted LTM EBITDA4 |
1.7x |
|
|
|
1.4x |
|
1.7x |
|
|
|
1.7x |
|
1.4x |
|
Gross margin (%) |
6.8% |
|
|
|
9.1% |
|
6.7% |
|
|
|
6.6% |
|
7.3% |
|
Operating margin (%) |
2.9% |
|
|
|
6.0% |
|
3.9% |
|
|
|
3.4% |
|
3.8% |
|
Adjusted EBITDA margin (%) |
4.1% |
|
|
|
6.7% |
|
5.2% |
|
|
|
4.7% |
|
5.0% |
|
Recurring Adjusted EBITDA margin (%) |
4.6% |
|
|
|
3.6% |
|
4.8% |
|
|
|
4.3% |
|
4.0% |
|
Number of employees |
11,302 |
|
|
|
9,558 |
|
10,947 |
|
|
|
11,302 |
|
9,558 |
¹ Non-recurring items described in the EBITDA calculation table – page 2.
² Includes amortization of contractual assets with customers – exclusive rights and amortization of fair value adjustments on associates acquisition.
³ Includes property, plant and equipment and additions to intangible assets (net of divestitures), contractual assets with customers (exclusive rights), initial direct costs of assets with right of use, contributions made to SPEs (Specific Purpose Companies), payment of grants, financing of clients, rental advances (net of receipts), acquisition of shareholdings and payments of leases.
4 Adjusted LTM EBITDA does not include closing adjustments from the sale of Extrafarma and extraordinary tax credits.
| 4Q25 | ![]() |
|
ULTRAPAR – Cash flows |
Quarter |
Year |
||
|
4Q25 |
2025 |
2024 |
||
|
Cash flows from operating activities |
|
|
|
|
|
Net income |
439 |
2,748 |
2,526 |
|
|
Adjustments to reconcile net income to cash provided (consumed) by operating activities |
|
|
|
|
|
Share of profit (loss) of subsidiaries, joint ventures and associates and amortization of fair value adjustments on associates acquisition |
41 |
158 |
130 |
|
|
Amortization of contractual assets with customers - exclusive rights |
130 |
470 |
555 |
|
|
Amortization of right-of-use assets |
100 |
367 |
312 |
|
|
Depreciation and amortization |
335 |
1,219 |
901 |
|
|
Interest and foreign exchange rate variations |
798 |
1,473 |
1,558 |
|
|
Current and deferred income and social contribution taxes |
204 |
1,064 |
1,486 |
|
|
Gain (loss) on disposal or write-off of property, plant and equipment, intangible assets and other assets |
(66) |
(110) |
(207) |
|
|
Equity instrument granted |
19 |
41 |
57 |
|
|
Fair Value Result of Energy Contracts |
(46) |
(71) |
(64) |
|
|
Provision for decarbonization - CBios |
64 |
371 |
584 |
|
|
Reavaliation of investment in associates |
- |
(91) |
- |
|
|
Provisões para riscos tributários, cíveis e trabalhistas |
(46) |
(104) |
(5) |
|
|
Other provisions and adjustments |
(35) |
(18) |
(11) |
|
|
Cash flow from operating acrivities before changes in working capital |
1,937 |
7,515 |
7,821 |
|
|
(Increase) decrease in assets |
|
|
|
|
|
Trade receivables and reseller financing |
(69) |
(186) |
180 |
|
|
Inventories |
(419) |
(151) |
371 |
|
|
Recoverable taxes |
(87) |
(171) |
(585) |
|
|
Dividends received from subsidiaries, associates and joint ventures |
(0) |
11 |
2 |
|
|
Other assets |
129 |
168 |
(115) |
|
|
Increase (decrease) in liabilities |
|
|
|
|
|
Trade payables and trade payables - draft discount for suppliers |
1,223 |
(32) |
(1,210) |
|
|
Salaries and related charges |
30 |
48 |
(17) |
|
|
Taxes payable |
6 |
9 |
(24) |
|
|
Income and social contribution taxes payable |
(217) |
(949) |
(1,057) |
|
|
Other liabilities |
178 |
190 |
(160) |
|
|
Acquisition of CBios and carbon credits |
(47) |
(371) |
(713) |
|
|
Payments of contractual assets with customers - exclusive rights |
(171) |
(456) |
(418) |
|
|
Payment of contingencies |
(58) |
(79) |
(31) |
|
|
Income and social contribution taxes paid |
(55) |
(124) |
(309) |
|
|
Net cash provided (consumed) by operating activities |
2,378 |
5,422 |
3,736 |
|
|
Net cash generated (consumed) by discontinued operating activities |
3 |
30 |
- |
|
|
Net cash generated (consumed) by operating activities |
2,382 |
5,453 |
3,736 |
|
|
Cash flows from investing activities |
|
|
|
|
|
Financial investments, net of redemptions |
(2,159) |
(1,511) |
(4,202) |
|
|
Acquisition of property, plant and equipment and intangible assets |
(670) |
(2.005) |
(1,787) |
|
|
Cash provided by disposal of investments and property, plant and equipment |
318 |
429 |
1,386 |
|
|
Capital decrease in subsidiaries, associates and joint ventures |
- |
|
|
|
|
Net cash consumed in the purchase of investments and other assets |
(320) |
(937) |
(1,786) |
|
|
Net cash consumed in the purchase of investments and other assets |
41 |
1.214 |
1 |
|
|
Net cash provided (consumed) by investing continued activities |
(2,790) |
(2,811) |
(6,388) |
|
|
Net cash provided (consumed) by investing discontinued activities |
(13) |
(35) |
- |
|
|
Net cash provided (consumed) by investing activities |
(2,803) |
(2,846) |
(6,388) |
|
|
Cash flows from financing activities |
|
|
|
|
|
Loans, financing and debentures |
|
|
|
|
|
Proceeds |
3,709 |
8,669 |
4,180 |
|
|
Repayments |
(612) |
(5,134) |
(2,719) |
|
|
Interest and derivatives (paid) or received |
(637) |
(1,899) |
(1,118) |
|
|
Payments of leases |
(114) |
(481) |
(433) |
|
|
Dividends paid |
(1,274) |
(2,172) |
(834) |
|
|
Payments of financial liabilities of customers |
(25) |
(123) |
(160) |
|
|
Capital increase made by non-controlling shareholders and redemption of shares |
- |
(12) |
14 |
|
|
Share buyback for treasury |
(0) |
(267) |
(149) |
|
|
Related parties |
(11) |
(44) |
(15) |
|
|
Net cash provided (consumed) by financing continued activities |
1,036 |
(1,463) |
(1,234) |
|
|
Net cash provided (consumed) by financing discontinued activities |
(6) |
(7) |
- |
|
|
Net cash provided (consumed) by financing activities |
1,030 |
(1,470) |
(1,234) |
|
|
Effect of exchange rate changes on cash and cash equivalents in foreign currency |
17 |
(45) |
32 |
|
|
Increase (decrease) in cash and cash equivalents continued activities |
641 |
1,104 |
(3,854) |
|
|
Increase (decrease) in cash and cash equivalents discontinued activities |
(16) |
(11) |
- |
|
|
Cash and cash equivalents continued activities at the beginning of the period |
2,534 |
2,072 |
5,926 |
|
|
Cash and cash equivalents discontinued activities at the beginning of the period |
16 |
11 |
- |
|
|
Cash and cash equivalents continued activities at the end of the period |
3,175 |
3,175 |
2,072 |
|
|
Cash and cash equivalents discontinued activities at the end of the period |
- |
- |
- |
|
|
Non-cash transactions |
|
|
|
|
|
Addition on right-to-use assets and leases payable |
121 |
401 |
342 |
|
|
Addition on contractual assets with customers - exclusive rights |
8 |
67 |
6 |
|
|
Reclassification between financial assets and investment in associates |
- |
- |
645 |
|
|
Issuance of shares related to the subscription warrants - indemnification - Extrafarma acquisition |
- |
- |
6 |
|
|
Acquisition of property, plant and equipment and intangible assets without cash effect |
(1) |
23 |
42 |
|
| 4Q25 | ![]() |
Starting from 1Q25, the concept of operating capital has been adjusted to reflect all balances of operational assets and liabilities from management's perspective, including primarily the balances of current and deferred income tax, with the comparative balances for 2024 being restated (previously, due to the centralized management of these items, these balances were only included in Ultrapar’s consolidated view).
R$ million
|
IPIRANGA – Employed capital |
Dec 25 |
Dec 24 |
Sep 25 |
|
Operating assets |
|
|
|
|
Trade receivables and reseller financing |
4,290 |
4,187 |
4,200 |
|
Inventories |
3,883 |
3,702 |
3,421 |
|
Taxes |
5,261 |
4,468 |
5,159 |
|
Recoverable income and social contribution taxes |
379 |
392 |
335 |
|
Judicial deposits |
327 |
322 |
336 |
|
Deferred income and social contribution taxes |
591 |
639 |
549 |
|
Others |
441 |
541 |
500 |
|
Contractual assets with customers - exclusive rights |
2,185 |
2,132 |
2,136 |
|
Right-of-use assets (leases) |
827 |
912 |
838 |
|
Investments |
103 |
146 |
125 |
|
Property, plant and equipment |
3,429 |
3,282 |
3,324 |
|
Intangible |
1,278 |
1,017 |
1,113 |
|
Total operating assets |
22,993 |
21,740 |
22,037 |
|
Operating liabilities |
|
|
|
|
Trade payables and draft discount for suppliers |
4,069 |
4,101 |
2,896 |
|
Salaries and related charges |
286 |
265 |
233 |
|
Post-employment benefits |
211 |
217 |
230 |
|
Taxes |
135 |
112 |
128 |
|
Income and social contribution taxes payable |
212 |
273 |
158 |
|
Deferred income and social contribution taxes |
4 |
1 |
3 |
|
Provisions for tax, civil, and labor risks |
341 |
417 |
438 |
|
Leases payable |
692 |
741 |
688 |
|
Financial liabilities of customers (vendor) |
74 |
180 |
97 |
|
Provision for decarbonization credit |
(0) |
- |
(0) |
|
Others |
682 |
591 |
520 |
|
Total operating liabilities |
6,706 |
6,897 |
5,390 |
|
|
|
|
|
|
Number of service stations |
5,805 |
5,860 |
5,812 |
|
Number of employees |
4,499 |
4,512 |
4,059 |
| 4Q25 | ![]() |
Starting from 1Q25, the concept of operating capital has been adjusted to reflect all balances of operational assets and liabilities from management's perspective, including primarily the balances of current and deferred income tax, with the comparative balances for 2024 being restated (previously, due to the centralized management of these items, these balances were only included in Ultrapar’s consolidated view).
R$ million
|
ULTRAGAZ – Employed capital |
Dec 25 |
Dec 24 |
Sep 25 |
|
Operating Assets |
|
|
|
|
Trade receivables |
673 |
633 |
658 |
|
Inventories |
204 |
202 |
239 |
|
Taxes |
126 |
219 |
152 |
|
Recoverable income and social contribution taxes |
27 |
34 |
25 |
|
Judicial deposits |
47 |
101 |
49 |
|
Deferred income and social contribution taxes |
128 |
104 |
89 |
|
Others |
91 |
121 |
122 |
|
Right-of-use assets (leases) |
187 |
152 |
179 |
|
Investments |
4 |
1 |
5 |
|
Property, plant and equipment, net |
1,667 |
1,566 |
1,601 |
|
Intangible assets, net |
275 |
334 |
325 |
|
Total Operating Assets |
3,428 |
3,467 |
3,443 |
|
Operating Liabilities |
|
|
|
|
Trade payables |
280 |
282 |
270 |
|
Salaries and related charges |
126 |
121 |
150 |
|
Taxes |
21 |
17 |
23 |
|
Income and social contribution taxes payable |
95 |
17 |
88 |
|
Deferred income and social contribution taxes |
119 |
- |
121 |
|
Provisions for tax, civil, and labor risks |
16 |
14 |
16 |
|
Leases payable |
223 |
189 |
215 |
|
Others |
130 |
324 |
136 |
|
Total Operating Liabilities |
1,011 |
965 |
1,021 |
|
|
|
|
|
|
Number of employees |
3,694 |
3,711 |
3,682 |
| 4Q25 | ![]() |
R$ million
| ULTRACARGO – Employed capital |
Dec 25 |
Dec 24 |
Sep 25 |
|
Operating Assets |
|
|
|
|
Trade receivables |
49 |
47 |
41 |
|
Inventories |
13 |
13 |
13 |
|
Taxes |
2 |
2 |
0 |
|
Recoverable income and social contribution taxes |
34 |
47 |
31 |
|
Judicial deposits |
9 |
9 |
9 |
|
Deferred income and social contribution taxes |
34 |
34 |
25 |
|
Others |
25 |
29 |
22 |
|
Right-of-use assets (leases) |
621 |
600 |
618 |
|
Investments |
239 |
216 |
238 |
|
Property, plant and equipment, net |
2,596 |
2,210 |
2,503 |
|
Intangible assets, net |
286 |
284 |
286 |
|
Total Operating Assets |
3,907 |
3,491 |
3,787 |
|
Operating Liabilities |
|
|
|
|
Trade payables |
104 |
134 |
81 |
|
Salaries and related charges |
42 |
49 |
41 |
|
Taxes |
16 |
19 |
17 |
|
Income and social contribution taxes payable |
14 |
31 |
14 |
|
Deferred income and social contribution taxes |
(0) |
- |
0 |
|
Provisions for tax, civil, and labor risks |
12 |
28 |
12 |
|
Leases payable |
571 |
546 |
560 |
|
Others |
24 |
29 |
24 |
|
Total Operating Liabilities |
782 |
837 |
749 |
|
|
|
|
|
|
Number of employees |
859 |
843 |
853 |
| 4Q25 | ![]() |
The balances of Hidrovias consider the effects of the business combination, including the fair value adjustments and capital loss of assets and liabilities, and thus differ from the information disclosed by Hidrovias to the market.
R$ million
|
HIDROVIAS – Employed capital |
Dec 25 |
Sep 25 |
|
Operating Assets |
|
|
|
Trade receivables |
101 |
170 |
|
Inventories |
144 |
170 |
|
Taxes |
10 |
21 |
|
Recoverable income and social contribution taxes |
187 |
204 |
|
Judicial deposits |
73 |
94 |
|
Deferred income and social contribution taxes |
74 |
107 |
|
Others |
217 |
263 |
|
Right-of-use assets (leases) |
289 |
286 |
|
Investments |
136 |
25 |
|
Property, plant and equipment, net |
4,341 |
4,646 |
|
Intangible assets, net |
1,201 |
1,406 |
|
Total Operating Assets |
6,772 |
7,391 |
|
Operating Liabilities |
|
|
|
Trade payables |
140 |
121 |
|
Salaries and related charges |
75 |
82 |
|
Taxes |
64 |
77 |
|
Income and social contribution taxes payable |
31 |
35 |
|
Deferred income and social contribution taxes |
515 |
508 |
|
Provisions for tax, civil, and labor risks |
33 |
93 |
|
Leases payable |
247 |
237 |
|
Others¹ |
243 |
149 |
|
Total Operating Liabilities |
1,347 |
1,303 |
|
|
|
|
|
Number of employees |
1,732 |
1,842 |
ULTRAPAR PARTICIPAÇÕES S.A.
|
CNPJ Nr. 33.256.439/0001-39 |
NIRE 35.300.109.724 |
Date, Hour and Place:
March 4th, 2026, at 10:00 a.m., at the Company’s headquarters, located at Brigadeiro Luís Antônio Avenue, Nr. 1,343, 9th floor, in the City and State of São Paulo, also contemplating participation through Microsoft Teams.
Members in attendance:
(i) Members of the Board of Directors undersigned; (ii) Secretary of the Board of Directors, Ms. Denize Sampaio Bicudo; (iii) Chief Executive Officer, Mr. Rodrigo de Almeida Pizzinatto; (iv) Chief Financial and Investor Relations Officer, Mr. Alexandre Mendes Palhares; and (v) in relation to item 1, other executive officers of the Company, namely, Mrs. Décio de Sampaio Amaral, Fulvius Tomelin, Leonardo Remião Linden and Tabajara Bertelli Costa.
Matters discussed and resolutions:
(i)R$ 122,692,700.46 (one hundred twenty‑two million, six hundred ninety‑two thousand, seven hundred Reais and forty‑six cents of Real) will be allocated to the legal reserve;
(ii)R$ 917,848,348.20 (nine hundred seventeen million, eight hundred forty‑eight thousand, three hundred forty‑eight Reais and twenty cents of Real) will be allocated to the statutory reserve for investments; and
(iii)R$ 1,413,312,960.60 (one billion, four hundred thirteen million, three hundred twelve thousand, nine hundred sixty Reais and sixty cents of Real) were allocated for the payment of dividends to the holders of common shares, it being certain that the shareholders received R$ 1.26658 per share, of which (i) R$ 326,005,092.60 (three hundred twenty‑six million, five thousand, ninety‑two Reais and sixty cents of Real) were paid as interim dividends pursuant to a resolution of this Board of Directors dated August 13, 2025; and (ii) R$ 1,087,307,868.00 (one billion, eighty‑seven million, three hundred seven thousand, eight hundred sixty‑eight Reais) were paid as interim dividends pursuant to a resolution of this Board of Directors dated December 1st, 2025.
Notes: The resolutions were approved, with no amendments or qualifications, by all Board Members.
There being no further matters to discuss, the meeting was concluded, and these minutes were written, read, passed, and signed by all the Board members present.
MARCOS MARINHO LUTZ – Chairman
JORGE MARQUES DE TOLEDO CAMARGO – Vice-Chairman
FABIO VENTURELLI
FRANCISCO DE SÁ NETO
FLÁVIA BUARQUE DE ALMEIDA
JOSÉ MAURICIO PEREIRA COELHO
MARCELO FARIA DE LIMA
PETER PAUL LORENÇO ESTERMANN
VÂNIA MARIA LIMA NEVES
DENIZE SAMPAIO BICUDO – Secretary of the Board of Directors
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 4, 2026
| ULTRAPAR HOLDINGS INC. |
||
| By: | /s/ Alexandre Mendes Palhares | |
| Name: | Alexandre Mendes Palhares | |
| Title: | Chief Financial and Investor Relations Officer | |