Ultrapar (UGP) Board backs new stock incentives and revises executive pay policy

Rhea-AI Filing Summary

Ultrapar Holdings Inc., through its Brazilian subsidiary Ultrapar Participações S.A., reported Board of Directors decisions from an April 1, 2026 meeting. The Board approved implementation of restricted share–based and long-term incentive programs under a Stock-Based Incentive Plan, including value creation targets, participant lists, and share grants. The Board also approved an amendment to the Corporate Executive Compensation Policy, following recommendations from the Executive Board and the People and Sustainability Committee.

Key Terms

Stock-Based Incentive Plan, restricted share–based incentive program, long-term incentive program with value creation, Corporate Executive Compensation Policy, +1 more

5 terms

Stock-Based Incentive Plan financial

"Considering the Stock-Based Incentive Plan approved by the Company’s Extraordinary General Meeting on April 19, 2023"

restricted share–based incentive program financial

"the Board of Directors approved ... restricted share–based incentive program and long-term incentive program with value creation"

long-term incentive program with value creation financial

"restricted share–based incentive program and long-term incentive program with value creation, including the value creation targets"

Corporate Executive Compensation Policy financial

"the Board Members approved the proposed amendment to the Corporate Executive Compensation Policy"

People and Sustainability Committee financial

"based on the recommendation of the People and Sustainability Committee"

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 April 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 April 1, 2026

ULTRAPAR PARTICIPAÇÕES S.A.

Publicly Traded Company

CNPJ Nr. 33.256.439/0001-39 NIRE 35.300.109.724

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

Date, Hour and Place:

April 1^st, 2026, at 10:00 a.m., at the Company’s 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) 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.

Matters discussed and resolutions:

1. Considering the Stock-Based Incentive Plan approved by the Company’s Extraordinary General Meeting on April 19, 2023, the Board of Directors approved, based on the recommendation of the People and Sustainability Committee: (i) restricted share–based incentive program and long-term incentive program with value creation, including the value creation targets to be assessed at the end of such program (together, the “Programs”), (ii) the list of participants designated to take part in the Programs and the respective number of shares to be granted, and (iii) the execution of agreements between the Company and each participant of the programs mentioned in item (i). These documents will be filed at the Company’s headquarters.
2. After analysis and discussion, the Board Members approved the proposed amendment to the Corporate Executive Compensation Policy, as submitted by the Executive Board and endorsed by the People and Sustainability Committee.

Notes: The resolutions were approved, with no amendments or qualifications, by all Board Members.

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

FLÁVIA BUARQUE DE ALMEIDA

JOSÉ MAURICIO PEREIRA COELHO

MARCELO FARIA DE LIMA

PETER PAUL LORENÇO ESTERMANN

VÂNIA MARIA LIMA NEVES

DENIZE SAMPAIO BICUDO – Secretary of the Board of Directors 

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: April 1, 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) announce in its April 2026 Form 6-K?

Ultrapar reported Board approvals for new stock-based incentive programs and a revised Corporate Executive Compensation Policy. These decisions formalize how restricted shares and long-term incentives will be granted and governed for designated participants within the organization.

What stock-based incentive programs did Ultrapar (UGP) approve?

The Board approved a restricted share–based incentive program and a long-term incentive program with value creation. Both operate under the previously approved Stock-Based Incentive Plan and include defined value creation targets to be assessed at the end of the program period.

How will participants be included in Ultrapar’s new incentive programs?

The Board approved a list of participants designated to take part in the incentive programs and the respective number of shares to be granted. Individual agreements between Ultrapar and each participant will govern participation, with documentation kept at the company’s headquarters.

Did Ultrapar (UGP) change its executive compensation policy in this filing?

Yes. The Board approved a proposed amendment to the Corporate Executive Compensation Policy. This amendment was submitted by the Executive Board and endorsed by the People and Sustainability Committee before being unanimously approved by the Board members present.

Who attended Ultrapar’s April 1, 2026 Board meeting described in the 6-K?

Attendees included Board members, the Secretary of the Board, the Chief Executive Officer, and the Chief Financial and Investor Relations Officer. The meeting occurred at Ultrapar’s São Paulo headquarters, with additional participation via Microsoft Teams as recorded in the minutes.

Were Ultrapar’s Board resolutions on incentives and compensation unanimous?

Yes. The minutes state that all resolutions, including approval of the stock-based incentive programs and the amendment to the Corporate Executive Compensation Policy, were approved without amendments or qualifications by all Board members present at the meeting.