Ultrapar (NYSE: UGP) in R$451.3M RPR related-party debenture deal

Rhea-AI Filing Summary

Ultrapar Participações S.A. describes a related‑party financing through convertible debentures issued by Refinaria de Petróleo Riograndense S.A. (RPR), which is jointly controlled by Ultrapar, Braskem and Petrobras.

RPR is issuing unsecured, convertible debentures in a private placement totaling R$451,300,173.78, split into a first series of R$450,000,000.00 and a second series of R$1,300,173.78. Up to 15,324,854,157 debentures will be issued at a unit value of R$0.029449, bearing interest at CDI + 5.5% per year until maturity or conversion.

Braskem, Ultrapar and Petrobras have subscribed and fully paid the first‑series debentures in proportion to their 33.20% stakes in RPR, while minority shareholders may subscribe the second series, which will be cancelled if not taken. All debentures are mandatorily convertible into RPR shares by December 31, 2026.

Key Figures

Total debenture issuance: R$451,300,173.78 First-series debentures: R$450,000,000.00 Second-series debentures: R$1,300,173.78 +5 more

8 metrics

Total debenture issuance R$451,300,173.78 Private placement by RPR in two series

First-series debentures R$450,000,000.00 Subscribed by Braskem, Ultrapar and Petrobras

Second-series debentures R$1,300,173.78 Available to RPR minority shareholders

Maximum debentures issued 15,324,854,157 debentures Unsecured, convertible debentures of RPR

Unit nominal value R$0.029449 per debenture Nominal value as of issue date

Interest rate CDI + 5.5% per annum Until maturity or conversion into shares

Mandatory conversion deadline December 31, 2026 All debentures to be converted into RPR shares

Transaction date March 19, 2026 Date of related-party debenture transaction

Key Terms

related‑party transaction, convertible debentures, private placement, mandatory conversion, +1 more

5 terms

related‑party transaction financial

"hereby informs its shareholders and the market in general of the following related‑party transaction"

convertible debentures financial

"4th Issue of Unsecured, Convertible Debentures, in Two Series, for Private Placement"

Convertible debentures are loans a company issues that pay interest like a bond but can be swapped later for the company’s shares at a set price. For investors they act like a safety-net plus a shortcut: you get regular interest payments while retaining the option to join ownership if the share price rises, which offers upside potential but can dilute existing shareholders if conversion occurs.

private placement financial

"Convertible Debentures, in Two Series, for Private Placement, issued by Refinaria"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

mandatory conversion financial

"corporate measures required for the mandatory conversion of the debentures into shares by December 31, 2026"

Mandatory conversion is a rule that forces certain convertible securities—like bonds or preferred shares—to be turned into common stock when specific conditions are met (for example, a date arrives or a price target is hit). For investors this matters because it increases the number of shares outstanding and can dilute existing ownership, shifting value from fixed-income holders into equity holders and changing a company’s risk and return profile, much like an automatic trade that swaps a guaranteed payment for an ownership stake.

CDI + 5.5% per annum financial

"debentures will bear interest at a rate equivalent to CDI + 5.5% per annum"

Form 6-K: How Foreign Companies Report to the SEC →

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

ITEM

1. Related-party transaction communication

ULTRAPAR PARTICIPAÇÕES S.A.

RELATED‑PARTY TRANSACTION COMMUNICATION

São Paulo, March 30^th,2026 – Ultrapar Participações S.A. (“Ultrapar”), in compliance with the provisions of article 33, item XXXII, of CVM Resolution No. 80/2022, hereby informs its shareholders and the market in general of the following related‑party transaction:

Parties	Braskem S.A., Petróleo Brasileiro S.A. – Petrobras (“Petrobras”) and Ultrapar (jointly, “Debenture holders”), and Refinaria de Petróleo Riograndense S.A. (“RPR or the “Issuer”).
Relationship with the Issuer	RPR is jointly controlled by Braskem, Ultrapar and Petrobras, each holding 33.20% of RPR’s share capital, while minority shareholders hold the remaining 0.40% interest.
Transaction description	Indenture of the 4th Issue of Unsecured, Convertible Debentures, in Two Series, for Private Placement, issued by Refinaria de Petróleo Riograndense S.A., in the total amount of R$451,300,173.78, of which R$450,000,000.00 corresponds to the first‑series debentures and R$1,300,173.78 corresponds to the second‑series debentures. The first‑series debentures were subscribed and fully paid by the Debenture holders in the same proportion as their respective ownership interests in RPR’s share capital.
Main terms and conditions	Up to 15,324,854,157 debentures will be issued, each with a unit nominal value of R$0.029449 as of the issue date. The Debenture holders undertake to subscribe and fully pay, in proportion to their respective equity interests in RPR’s share capital, all debentures of the first series, while minority shareholders may subscribe and fully pay the debentures of the second series. Should minority shareholders fail to subscribe the second‑series debentures, such debentures shall be cancelled. RPR, in its capacity as Issuer, undertakes obligations related to the filing of corporate acts, maintenance of records, disclosures and adoption of the corporate measures required for the mandatory conversion of the debentures into shares by December 31, 2026. Conversely, the Indenture imposes on the Debenture holders, on an equal basis, obligations related to the subscription and payment of the first‑series debentures by March 25, 2026, participation in corporate acts and compliance with rules governing share transfers. All debentures may be converted into shares issued by RPR, at the ratio of one common share for each first‑series debenture and one preferred share for each second‑series debenture, pursuant to the terms and conditions set forth in the Indenture. Until maturity or conversion into shares, the debentures will bear interest at a rate equivalent to CDI + 5.5% per annum.
Transaction date	March 19, 2026
Participation of the counterparty, Its shareholders or management in the Issuer’s decision‑making or in the negotiation process for the Transaction	Negotiations were conducted with the Issuer regarding the commercial terms of the debenture issuance Indenture, particularly with respect to the total amount to be paid in. Among the Debenture holders, discussions addressed their respective subscription and payment commitments and deadlines, as well as the remuneration rate of the debentures, with the objective of ensuring market‑compatible conditions, notwithstanding the private nature of the issuance.
Detailed justification as to why Management considers that the Transaction was carried out on an arm’s‑length basis or provides for adequate compensation	This is a private debenture issuance, at the cost of CDI + 5.5% per annum, until maturity or conversion of the debentures into shares. The negotiated rate reflects fair and market‑equivalent terms.

Alexandre Mendes Palhares

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

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 30, 2026                                          

	ULTRAPAR HOLDINGS INC.
	By:	/s/ Alexandre Mendes Palhares
	Name:	Alexandre Mendes Palhares
	Title:	Chief Financial and Investor Relations Officer

(Market announcement)

FAQ

What related-party transaction did Ultrapar (UGP) disclose with RPR?

Ultrapar disclosed a related-party financing where RPR issued unsecured, convertible debentures in a private placement totaling R$451,300,173.78. The debentures are subscribed mainly by controlling shareholders Braskem, Ultrapar and Petrobras, reflecting funding support for the jointly controlled refinery.

How is the R$451.3 million RPR debenture issuance structured?

The issuance totals R$451,300,173.78, split into a first series of R$450,000,000.00 and a second series of R$1,300,173.78. First‑series debentures are subscribed by Braskem, Ultrapar and Petrobras, while minority shareholders may subscribe the smaller second series.

What are the key terms of the RPR convertible debentures involving Ultrapar (UGP)?

RPR will issue up to 15,324,854,157 unsecured, convertible debentures at R$0.029449 each, paying interest at CDI + 5.5% per year. All debentures are mandatorily convertible into RPR shares by December 31, 2026, replacing debt with equity over time.

Who will subscribe the RPR debentures in Ultrapar’s related-party deal?

Braskem, Ultrapar and Petrobras, each holding 33.20% of RPR, will subscribe and fully pay all first‑series debentures in proportion to their stakes. Minority shareholders may subscribe the second‑series debentures; any unsubscribed second‑series amount will be cancelled under the agreed terms.

How does Ultrapar (UGP) justify the pricing of the RPR debentures?

Management states the private debenture issuance bears interest at CDI + 5.5% per year until maturity or conversion. They consider this rate fair and equivalent to market conditions, supporting the view that the related‑party transaction is on an arm’s‑length basis with adequate compensation.

When were the RPR debentures issued and what are key dates?

The transaction date is March 19, 2026, with first‑series debentures to be subscribed and paid by March 25, 2026. RPR must complete the corporate steps needed for mandatory conversion of all debentures into shares by December 31, 2026, transitioning the funding into equity.