Ultrapar (UGP) approves 18M-share repurchase program using profit reserves

Rhea-AI Filing Summary

Ultrapar Holdings Inc. approved a new share buyback program through its Brazilian subsidiary Ultrapar Participações S.A. The company may repurchase up to 18,000,000 common shares, equal to 1.61% of its share capital as of the approval date. The repurchased shares are intended mainly for its stock-based incentive plan and may be held in treasury, canceled, or later sold.

As of March 31, 2026, Ultrapar had R$ 7.66 billion in profit reserves available for this purpose and already held 44,860,971 shares in treasury out of 1,069,387,156 outstanding shares. The program can run from June 18, 2026 to June 17, 2027 and may use swap derivatives and multiple financial institutions as intermediaries. The board believes the buyback will not impair debt obligations or the payment of mandatory dividends.

Insights

Equity capital markets analyst

Ultrapar sets a modest 1.61% buyback mainly for incentives.

The board authorized a program to repurchase up to 18,000,000 shares, representing 1.61% of share capital, primarily to supply a stock-based incentive plan. This is a relatively small-scale capital management action rather than a transformative capital return.

Management cites a comfortable liquidity position and controlled leverage, supported by R$ 7.66 billion in profit reserves as of March 31, 2026. The board explicitly states that the program should not affect creditor obligations or mandatory dividends, framing it as compatible with existing commitments.

The program runs from June 18, 2026 to June 17, 2027, may involve swap contracts settled in cash for up to 12 months each, and uses several major brokers on B3. Actual impact will depend on how aggressively Ultrapar executes within the authorized limit.

Key Figures

Shares outstanding: 1,069,387,156 shares Treasury shares: 44,860,971 shares Buyback authorization: 18,000,000 shares +3 more

6 metrics

Shares outstanding 1,069,387,156 shares Common shares outstanding on program approval date

Treasury shares 44,860,971 shares Shares already held in treasury on approval date

Buyback authorization 18,000,000 shares Maximum shares for repurchase, equal to 1.61% of share capital

Profit reserves available R$ 7,662,403,059.12 Profit reserves available under CVM Resolution 77/22 as of March 31, 2026

Program duration 12 months From June 18, 2026 to June 17, 2027

Swap contract term Up to 12 months Maximum duration of derivative swap contracts used in the program

Key Terms

stock-based incentive plan, CVM Resolution 77/22, CVM Resolution 80/22, swaps, +2 more

6 terms

stock-based incentive plan financial

"The repurchased shares are intended to be used in the stock-based incentive plan"

CVM Resolution 77/22 regulatory

"respecting the maximum limit provided in art. 4 of CVM Resolution 77/22"

CVM Resolution 80/22 regulatory

"contains the information required by "Exhibit G" of CVM Resolution 80/22"

swaps financial

"the instrument to be used will be swaps, in which the Company receives the price variation"

A swap is a private contract in which two parties agree to exchange streams of future payments or obligations—commonly swapping a fixed payment for a variable one, or exchanging cash flows tied to different interest rates or currencies. Investors use swaps to change their exposure to interest rates, currency moves or credit risk without buying or selling the underlying asset, which can lower financing costs, hedge against unwanted swings, or be used to speculate on market changes.

CDI rate financial

"and pays a percentage of the CDI rate with or without a pre-fixed rate"

The CDI rate is the short-term interest rate at which banks lend money to each other overnight in Brazil, and it serves as a common benchmark for interest earned on many local savings and investment products. Think of it as the economy’s reference price for borrowing and lending cash: when the CDI moves, it directly affects returns on fixed-income investments and the cost of loans, so investors watch it to gauge likely yields and risk-adjusted comparisons.

profit reserves financial

"the Company has R$ 7,662,403,059.12 in profit reserves considered as available resources"

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

Available on EDGAR 06/18/2026 - 06:03 AM Accepted by SEC EDGAR 06/17/2026 - 09:47 PM Learn about SEC filing dates

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 June 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. Minutes of the Meeting of the Board of Directors of Ultrapar Participações S.A., held on June 17, 2026

ULTRAPAR PARTICIPAÇÕES S.A.

Publicly Traded Company

CNPJ nº 33.256.439/0001-39 NIRE 35.300.109.724

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

Date, Hour and Place:

June 17th, 2026, at 10:00 a.m., at ULTRAPAR PARTICIPAÇÕES S.A. (“Company”) 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) the Secretary of the Board of Directors, Ms. Denize Sampaio Bicudo; (iii) Chief Executive Officer, Mr. Rodrigo de Almeida Pizzinatto; and (iv) Chief Financial and Investor Relations Officer, Mr. Alexandre Mendes Palhares.

Matter discussed and resolution:

1. The Board of Directors approved, unanimously, as proposed by the Executive Board and in compliance with the provisions of art. 27, item “n” of the Company’s Bylaws and CVM Resolution 77/22 (“RCVM 77/22”), the new Company’s shares buyback program, through which the Company may acquire in the stock exchange, at B3 S.A. – Brasil, Bolsa, Balcão, up to 18,000,000 (eighteen million) common shares issued by the Company, corresponding, on this date, 1.61% of the capital stock, for use in the Company's stock-based incentive plan, as approved by the extraordinary general meeting held on April 19, 2023, maintenance in treasury and/or subsequent sale or cancellation, without capital reduction ("Program"). This Program will end on June 17th, 2027.

2.

In addition, it was stated that (i) the objectives, justifications, terms and conditions applicable to the Program are set out in Exhibit I to these minutes, which contains the information required by "Exhibit G" of CVM Resolution 80/22; and (ii) the Program is in line with the terms of the Company's Material Notice Disclosure and Securities Trading Policies, especially regarding transactions made by the Company itself, its management and other other people subject to the policies, with due caution.

3.

Finally, the Board of Directors authorized the Company's Executive Board to perform all necessary acts and other additional acts for the implementation of the Program, and the Executive Board may negotiate the shares issued by the Company on the occasions it deems appropriate, subject to the terms and limits set forth in the Program and other limitations provided for in the proposal filed at the Company's headquarters and in the applicable rules, including RCVM 77/22.

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

JOSÉ MAURICIO PEREIRA COELHO

MARCELO FARIA DE LIMA

PETER PAUL LORENÇO ESTERMANN

VÂNIA MARIA LIMA NEVES

DENIZE SAMPAIO BICUDO – Secretary of the Meeting

EXHIBIT I

INFORMATION ON APPROVAL OF TRADING OF OWN ISSUED SHARES

( as per Exhibit G to CVM Resolution No. 80, of March 29 , 2022 )

1. Justify in detail the purposes and expected economic effects of the operation;

The repurchased shares are intended to be used in the stock-based incentive plan, approved by the Company’s General Shareholders’ Meeting, and may be held in treasury and/or subsequently canceled or sold.

2. Inform the number of shares (i) comprising the free float and (ii) already held in treasury;

The Company has, on this date, (i) 1,069,387,156 (one billion, sixty-nine million, three hundred eighty-seven thousand, one hundred fifty-six) registered common shares with no par value outstanding; and (ii) 44,860,971 (forty-four million, eight hundred sixty thousand, nine hundred seventy-one) shares held in treasury.

3. Inform the number of shares that may be bought back or sold;

The Company may buy back up to 18,000,000 (eighteen million) shares issued by the Company, representing, as of this date, 1.61% of the share capital, respecting the maximum limit provided in art. 4 of CVM Resolution 77/22 .

4. Describe the main characteristics of the derivative instruments that the company may use in the future, if any;

In case of derivatives being used within the scope of this Program, the instrument to be used will be swaps, in which the Company receives the price variation of its shares traded on the stock exchange plus the proceeds (active end) and pays a percentage of the CDI rate with or without a pre-fixed rate (passive end). The contracts shall have a financial settlement and a maximum term of up to 12 months. The active end shall be backed by market-priced transactions carried out on the stock exchange by the hired bank. The contracts will be negotiated in the over-the-counter market and will be settled financially. The instruments may provide for the need for giving collateral for net exposures above a certain level.

5. Describe agreements or existing voting instructions between the company and the counterparty to the transactions, if any;

The Company or the hired bank will carry out the transactions in the stock exchange, at B3 S.A. – Brasil, Bolsa, Balcão (“B3”) and, therefore, it will not be possible to specify in advance who the counterparties in the transactions will be. In any case, the Company does not intend to enter into agreements or voting guidelines with such counterparties.

6. In the event of transactions carried out outside organized securities markets, inform: a. the maximum (minimum) price at which the shares will be acquired (sold); and b. if applicable, the reasons that justify the operation at prices more than 10% (ten percent) higher, in the case of buyback, or more than 10 % (ten percent) lower, in the case of sale, than the average of the stock quotes, weighted by volume, in the 10 (ten) previous trading sessions;

Not applicable, since the Company will carry out the transactions in the stock exchange, at B3 .

7. Inform, if any, the impacts that the negotiation will have on the composition of the shareholding control or the administrative structure of the company;

There will be no significant impacts on the Company’s shareholding composition or its administrative structure.

8. Identify the counterparties, if known, and in the event that the counterparty is a party related to the company, as set out in the accounting rules that cover this matter, also supply information required by art. 9 of CVM Resolution No. 81, of March 29 , 2022 ;

The Program’s transactions will be carried out in the stock exchange, so it will not be possible to specify the counterparties of each transaction in advance. Additionally, the Company will observe the terms of the Material Notice Disclosure and Securities Trading Policies, especially regarding transactions made (i) by the Company itself, and (ii) by its management and other people subject to the policies, with due precautions, including to prevent them from being counterparties in the transactions.

9. Indicate the destination of the funds earned, if applicable;

Not applicable, considering that, at this moment, the negotiation is limited to the buyback of shares and not the sale of the shares.

10. Indicate the maximum period for the settlement of authorized operations;

The maximum period for the acquisition of the shares is 12 (twelve) months, starting on June 18th , 2026 , and ending on June 17th , 2027 (including the start and end dates).

11. Identify institutions that will act as intermediaries, if any;

BTG PACTUAL CTVM S/A, CNPJ 43 .815.158/0001-22 ;

ITAÚ CV S. A, CNPJ 61.194.353 /0001-64;

J. P. MORGAN CORRETORA DE CÂMBIO E VALORES MOBILIÁRIOS S/A, CNPJ 32 .588.139/0001-94 ;

MERRILL LYNCH S.A. CTVM, CNPJ 02.670.590/0001 -95 ;

MORGAN STANLEY CTVM S. A, CNPJ 04.323.351/0001-94; e

UBS BRASIL CORRETORA DE CÂMBIO E TÍTULOS VALORES SA, 02.819.125/0001-73 .

12.Specify the available funds to be used, pursuant to art. 8, § 1, of CVM Resolution No. 77, of March 29, 2022 ;

According to the financial statements for the quarter ended March 31, 2026, the Company has R$ 7,662,403,059.12 (seven billion, six hundred and sixty-two million, four hundred and three thousand, fifty-nine reais and twelve centavos) in profit reserves considered as available resources for the purposes of art. 8, § 1, of CVM Resolution 77/22 .

13. Specify the reasons why the members of the board of directors feel comfortable that the buyback of shares will not affect the fulfillment of obligations assumed with creditors or the payment of mandatory, fixed or minimum dividends.

The members of the Board of Directors believe that the execution of the Program will not affect Ultrapar’s ability to meet financial commitments, nor the payment of dividends by the Company, also in accordance with the opinion of the Company’s Executive Board. In the opinion of the management, the Company has a comfortable liquidity position with a controlled level of leverage, which would support the execution of the Program.

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: June 17, 2026                                          

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

(Minutes of the Meeting of the Board of Directors)

FAQ

What did Ultrapar (UGP) approve in this Form 6-K filing?

Ultrapar approved a share buyback program allowing repurchases of up to 18,000,000 common shares. The primary goal is to supply its stock-based incentive plan, with shares held in treasury, canceled, or later sold as needed.

How large is Ultrapar’s new share buyback program relative to its capital?

The program permits Ultrapar to repurchase up to 18,000,000 shares, representing 1.61% of its share capital. This indicates a modest-sized buyback focused on capital management rather than a large structural reduction in outstanding shares.

Over what period can Ultrapar (UGP) execute the approved share repurchases?

Ultrapar may execute the buyback between June 18, 2026 and June 17, 2027. This 12‑month window gives flexibility to repurchase shares in the market depending on conditions and internal capital priorities.

What financial resources does Ultrapar have available to support the buyback?

According to March 31, 2026 financial statements, Ultrapar has R$ 7,662,403,059.12 in profit reserves considered available for use. These reserves provide funding capacity to execute the buyback while maintaining other corporate and financial commitments.

How many Ultrapar shares are currently outstanding and held in treasury?

On the approval date, Ultrapar had 1,069,387,156 common shares outstanding and 44,860,971 shares held in treasury. The new program adds capacity to acquire up to 18,000,000 additional shares on the market during its term.

Will Ultrapar’s buyback program affect dividends or debt obligations?

The board states it believes the program will not affect Ultrapar’s ability to meet financial commitments or pay dividends. Management cites a comfortable liquidity position and controlled leverage supporting execution of the buyback without compromising obligations.