Ultrapar Partici SEC Filings

Ultrapar Holdings Inc. (UGP) is reporting an addendum to the shareholders’ agreement of its holding company Ultrapar Participações S.A. The change follows the creation and issuance of a new class of redeemable preferred shares at Ultra, approved at an extraordinary general meeting on December 26, 2025.

The addendum updates the “Migration Right” rules that govern how interests are exchanged among holding partners. When a migration is executed through Ultra, the company must buy all redeemable preferred shares held by the migrating partner for a fixed total price of BRL 1.00, and that partner waives any dividends declared on December 26, 2025 that remain unpaid at the time of migration. This is meant to keep dividend treatment balanced between partners who migrate and those who remain.

The document also formalizes the entry of Cristiana Coutinho Beltrão and Maria Beltrão Saldanha Coelho as holding partners bound by the shareholders’ agreement, while confirming that all other clauses remain in force.

Ultrapar Holdings Inc. (UGP) reported that the board of its Brazilian operating company, Ultrapar Participações S.A., met on December 10, 2025. The board unanimously approved a Strategic Plan for 2026–2035, setting the group’s long-term direction, and also approved the budget for 2026, which will guide next year’s operations and investments. In addition, the board adopted a new Corporate Policy for the Use of Artificial Intelligence, previously proposed by the Executive Board and endorsed by the Audit and Risk Committee, establishing governance rules for how AI will be used within the company.

Ultrapar Participações S.A., through its foreign issuer Ultrapar Holdings Inc., announced that its Board of Directors approved a cash dividend distribution of R$ 1,087,307,868.00, corresponding to R$ 1.00 per common share. The dividend will be paid starting on December 16, 2025 without interest or monetary adjustment.

The right to receive the dividend will belong to shareholders of record on December 5, 2025 in Brazil and December 12, 2025 in the United States. Shares will trade ex-dividend from December 8, 2025 on B3 in São Paulo and from December 12, 2025 on the New York Stock Exchange.

Ultrapar Holdings Inc., through its subsidiary Ultrapar Participações S.A., approved the distribution of interim dividends for the 2025 fiscal year totaling R$ 1,087,307,868.00, subject to confirmation by the Annual General Shareholders’ Meeting that will analyze the 2025 balance sheet and financial statements. Holders of common shares are entitled to receive R$ 1.00 per share, excluding treasury shares, and the per-share amount may be adjusted if the number of outstanding shares changes before the record date.

The record date to determine who is entitled to receive these dividends is December 5, 2025 in Brazil and December 12, 2025 in the United States. Dividend payments will begin on December 16, 2025 without interest or monetary adjustment. The shares will trade ex-dividend on B3 from December 8, 2025 and on the NYSE from December 12, 2025, meaning buyers from those dates onward will not receive this dividend.

Ultrapar Participações S.A., the operating company of Ultrapar Holdings Inc., responded to a request from the Brazilian securities regulator regarding a media article titled “Ultrapar builds position in Rumo and approaches 5%.” The company explains that it acts as a strategic holding company focused on capital allocation and long-term value creation, seeking investment and business opportunities that fit its strategy, both inside and outside the stock market.

Ultrapar reiterates its commitment to disclose any material fact or decision that must be communicated to the market, in line with applicable laws and regulations. The notice is framed as a clarification to the regulator and investors, emphasizing ongoing adherence to disclosure rules rather than announcing a specific transaction.

Ultrapar Holdings (UGP) reported that the board of its subsidiary Ultrapar Participações S.A. approved the 16th issuance of simple, non-convertible debentures by Ipiranga Produtos de Petróleo S.A. totaling R$1,000,000,000.00. The issuance will consist of 1,000,000 debentures with a unit par value of R$1,000.00, in a single series, with a five-year term from the issue date.

The debentures will bear interest at 100% of the DI rate plus up to 0.60% per year, with semiannual interest payments in May and November and principal amortized in two annual installments, the last on the maturity date. The instruments will be unsecured but backed by a surety guarantee from Ultrapar Participações S.A., covering all present and future obligations under the indenture. The board also authorized execution of the indenture, a firm-commitment underwriting agreement and all related documents.

Ultrapar (UGP) filed a Form 6‑K reporting Q3 2025 results and interim financials. Consolidated net revenue from sales and services was R$ 37,033,855 thousand in the quarter and R$ 104,418,160 thousand for the nine months. Net income attributable to shareholders was R$ 709,188 thousand in Q3 and R$ 2,130,398 thousand year‑to‑date. Basic EPS totaled R$ 0.6527 in Q3.

The company completed the acquisition of control of Hidrovias do Brasil S.A. on May 8, 2025, and held 55.04% as of September 30, increasing non‑controlling interests to R$ 2,278,843 thousand. Year‑to‑date operating cash flow reached R$ 3,044,069 thousand, while cash and cash equivalents were R$ 2,534,050 thousand and financial investments R$ 4,098,854 thousand at quarter‑end.

Ultrapar recognized PIS/COFINS tax credits of R$ 1,152,890 thousand in 2025, split between other operating income (R$ 672,572 thousand) and financial income (R$ 480,318 thousand). Discontinued operations (Hidrovias cabotage) posted a loss of R$ 2,100 thousand in Q3 and R$ 23,490 thousand for the nine months.

Ultrapar Participações S.A. (NYSE: UGP) reported that Hidrovias do Brasil S.A. completed the sale of its coastal navigation (cabotage) operations to Companhia de Navegação Norsul. The transaction value at signing was R$715 million (Enterprise Value).

According to the announcement, the divestiture allows Hidrovias to focus on more synergistic and complementary businesses and to strengthen its financial position. The completion was communicated from São Paulo on November 3, 2025.

Ultrapar Participações S.A. (NYSE: UGP) signed an agreement to acquire a 37.5% stake in Virtu GNL Participações S.A. The planned investment totals R$ 102.5 million, split into R$ 30.0 million as a capital contribution via new shares, R$ 52.5 million in convertible debentures into preferred shares, and R$ 17.5 million paid to current shareholders.

The post‑closing structure creates a shared control block between Ultrapar and Perfin Infra holding 75% of the voting capital, with founder José Moura Jr. retaining 25%. Virtu operates LNG logistics (including a JV serving Eneva’s clients) and LNG‑powered logistics with refueling stations, targeting diesel replacement in Brazil’s road transport, especially supporting agricultural flows in the Midwest and North.

The transaction aligns with Ultrapar’s strategy to invest in new sectors with growth and profitability potential. Completion remains subject to regulatory approvals and customary conditions precedent, including third‑party consents, and the company is “unable, at this moment, to determine the timeline for the completion of the transaction.”