Ultrapar Participacoes SA ADR 2026年年度报告和过渡报告

UNITED STATESSECURITIESAND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 20-F (Mark one) ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Commission file number: 001-14950 ULTRAPAR PARTICIPAÇÕES S.A. Securities registered or to be registered pursuant to Section12(b) of the Act: UGP Securities registered or to be registered pursuant to Section12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section15(d) of the Act: None TABLE OF CONTENTS PagePART I10ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS10ITEM2. OFFER STATISTICS AND EXPECTED TIMETABLE10ITEM3. KEY INFORMATION10ITEM4. INFORMATION ON THE COMPANY30ITEM4A. UNRESOLVED STAFF COMMENTS93ITEM5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS94ITEM6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES106ITEM7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS119ITEM8. FINANCIAL INFORMATION121ITEM9. THE OFFER AND LISTING128ITEM10. ADDITIONAL INFORMATION129ITEM11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK150ITEM12. DESCRIPTION OF SECURITIES OTHERTHAN EQUITY SECURITIES153PART II155ITEM13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES155ITEM14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OFPROCEEDS155ITEM15. CONTROLS AND PROCEDURES155ITEM16.[RESERVED]157ITEM16A.AUDIT COMMITTEE FINANCIAL EXPERT157ITEM16B.CODE OF ETHICS157ITEM16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES158ITEM16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES159ITEM16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS159ITEM16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT159ITEM16G. CORPORATE GOVERNANCE160ITEM16H. MINESAFETY DISCLOSURE164ITEM16I. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS164ITEM 16J. INSIDER TRADING POLICIES164ITEM 16K. CYBERSECURITY165PART III168ITEM17. FINANCIALSTATEMENTS168ITEM18. FINANCIALSTATEMENTS168ITEM 19. EXHIBITS169FINANCIAL STATEMENTSF-11 INTRODUCTION “Grupo Ultra” has an 88‑year history, tracing its origins back to 1937, when Ernesto Igel founded Ultragaz, a pioneer in liquefiedpetroleum gas (LPG) distribution in Brazil. Since then, the Group has built a trajectory of growth and diversification, becoming one ofthe leading business conglomerates in Brazil, operating in the energy, mobility and logistics infrastructure sectors. Ultrapar Participações S.A. is the holding company of “Grupo Ultra”, responsible for the strategic portfolio management anddisciplined and efficient capital allocation, focused on long‑term value creation and supported by strong governance practices,transparency and financial discipline. In the capital markets, Ultrapar’s shares have been traded on B3 and on the New York Stock Exchange (NYSE) through Level IIIADRs since 1999. Since 2011, the Company has been listed on B3’sNovo Mercadosegment, which includes companies with thehighest standards of governance and transparency. As of December 31, 2025, Ultrapar’s portfolio consisted mainly of Ipiranga, Ultragaz, Ultracargo and Hidrovias. Ipiranga:one of the largest fuel distributors in Brazil, with a strong presence in the daily lives of millions of consumers.Ipiranga offers a comprehensive mobility value proposition that combines the sale of high-quality fuels, with assuredprovenance, through a network of approximately 5.8 thousand service stations - including the premium line of additive fuels,Ipimax – with an ecosystem of complementary services. This ecosystem includes convenience retail, with 1.5 thousandAmPm stores, automotive services provided by 1.1 thousand Jet Oil units; and one of the largest loyalty programs in Brazil,KMV, which strengthens customer relationships and drives recurring consumption. In addition to its retail operations,Ipiranga serves the B2B market through Ipiranga Empresas, leads the Brazilian lubricants sector through ICONIC, its jointventure with Chevron, and operates in the TRR (Transportador Revendedor Retalhista– Retail Reseller Transporter) segmentthrough NeoDiesel, expanding its presence across different channels and customer profiles. Ultragaz:one of the largest LPG distributors in Brazil and is establishing itself as an integrated energy platform. Its portfolioincludes the commercialization of liquefied petroleum gas (LPG), electricity from renewable sources, compressed natural gas(CNG), biomethane and bioLPG (produced from vegetable oils). A pioneer and market leader in Brazil’s LPG segment,Ultragaz serves approximately 10.5 million households through a network of 6.3 thousand resellers, in addition to roughly 53thousand business customers, which include commercial, industrial, and agribusiness operations. Ultracargo:is Brazil’s largest independent liquid bulk storage company, offering integrated logistics solutions that efficientlyconnect the country’s main logistics c