[6-K] ULTRAPAR HOLDINGS INC Current Report (Foreign Issuer)
Ultrapar Participações S.A. (NYSE: UGP) signed an agreement to acquire a 37.5% stake in Virtu GNL Participações S.A., expanding into LNG logistics and LNG-powered road transport solutions. The company plans to invest R$ 102.5 million, including R$ 85.0 million as a capital contribution to Virtu, with the balance paid in a secondary transaction.
After closing, Ultrapar and Perfin Infra will form a control block holding 75% of Virtu’s voting capital, while founder José Moura Jr. retains 25%. Virtu operates LNG supply chains and refueling stations for LNG-powered trucks, aiming to replace diesel in routes supporting Brazil’s agricultural corridors in the Midwest and North. The transaction is subject to regulatory approvals and customary conditions.
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Insights
Ultrapar adds LNG logistics exposure with a minority stake; terms are modest and conditional.
Ultrapar agreed to buy
Post-close, Ultrapar and Perfin Infra will share a control block totaling
Closing remains subject to regulatory approvals and customary conditions. Actual impact will hinge on approval and deployment of the capital contribution; subsequent filings may provide operating and financial metrics after completion.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 October 2025
Commission File Number: 001-14950
ULTRAPAR HOLDINGS INC.
(Translation of Registrant’s Name into English)
Brigadeiro Luis Antonio Avenue, 1343, 9th Floor
São Paulo, SP, Brazil 01317-910
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ____X____ Form 40-F ________
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ________ No ____X____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ________ No ____X____
ULTRAPAR HOLDINGS INC.
TABLE OF CONTENTS
ITEM
| 1. | Market announcement |
ULTRAPAR PARTICIPAÇÕES S.A.
MARKET ANNOUCEMENT
Signing of agreement for the acquisition of a stake in Virtu GNL
São Paulo, October 24, 2025 - Ultrapar Participações S.A. (B3: UGPA3 / NYSE: UGP, “Ultrapar”), in compliance with CVM Resolution 44/21, hereby informs that it has signed an agreement for the acquisition (“transaction”) of a 37.5% stake in Virtu GNL Participações S.A. (“Virtu”).
Virtu operates under two business models: (i) liquefied natural gas (“LNG”) logistics for its own use and for Eneva’s clients through a joint venture; and (ii) LNG-powered logistics services, including the operation of refueling stations dedicated to its fleet of LNG-powered trucks. Virtu has been consolidating its position as a key player in low-carbon solutions for the road transportation sector, focusing on replacing diesel with LNG, particularly to support the transportation of Brazil’s growing agricultural production in the country´s Midwest and North regions.
Ultrapar will invest R$ 102.5 million in the transaction, with R$ 85.0 million allocated as a capital contribution to Virtu and the remaining balance will be paid as a secondary transaction.
The resulting corporate structure will establish a control block shared between Ultrapar and Perfin Infra (an infrastructure investment fund), holding 75% of the voting capital, while the founding partner, José Moura Jr., will remain a significant shareholder with 25%. This structure will enable Ultrapar to support the company’s commercial and strategic development, growth, governance, and management practices.
Ultrapar’s entry into this market aligns with its strategy of investing in new sectors where it can contribute to value creation, with high potential for both growth and profitability.
The completion of this transaction remains subject to regulatory approvals and the fulfillment of customary conditions precedent for this type of operation.
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: October 24, 2025
| ULTRAPAR HOLDINGS INC. |
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| By: | /s/ Alexandre Mendes Palhares | |
| Name: | Alexandre Mendes Palhares | |
| Title: | Chief Financial and Investor Relations Officer | |
(Market announcement)
