SEC Form 6-K filed by Ultrapar Participacoes S.A. (New)

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PREAMBLE

 

WHEREAS, on August 15, 2022, the Parties entered into the Shareholders’ Agreement of Ultrapar Participações S.A. (“Shareholders’ Agreement”);

 

WHEREAS, on December 26, 2025, an Extraordinary General Meeting of Ultra was held, in which, among other resolutions, the creation of a class of redeemable preferred shares was approved, as well as the determination of their characteristics and a capital increase of Ultra through the issuance of redeemable preferred shares;

 

WHEREAS, considering the Migration Right provided for in Clause Nine of the Shareholders’ Agreement and that all Ultra shareholders, in addition to usufructuaries and trustees, as applicable, hold redeemable preferred shares, the Parties wish to amend Clause Nine of the Shareholders’ Agreement to regulate the rules applicable to exchanges arising from the Migration Right of Holding Partners;

 

WHEREAS, Ms. Cristiana and Ms. Maria Beltrão, together with Mr. Hélio, are partners of Christy, a shareholder of the Company, and since Christy declared dividends to be distributed to its partners, Ms. Cristiana, Ms. Maria Beltrão, and Mr. Hélio will receive redeemable preferred shares issued by Ultra as payment for part of the declared dividends, the Parties wish to reflect the entry and adherence of Ms. Cristiana and Ms. Maria Beltrão to the Shareholders’ Agreement;

 

WHEREAS Ultra Partner Pedro Wongtschowski, on December 23, 2025, transferred the entirety of their equity interest in Ultra to Ultra Partners Christy, Márcia, Roberta, Sandra, Fabio, IgelPar, Ana Elisa, Marcos, and Renato, in accordance with Clause Nine of the Shareholders’ Agreement, and thereby ceased to be a party thereto.

 

NOW, THEREFORE, the Parties resolve to execute this Addendum to the Shareholders’ Agreement of Ultrapar Participações S.A. (“Addendum”), under the terms and conditions set forth below, for the purposes and effects of Article 118 of the Brazilian Corporations Law 6,404/76 (“Brazilian Corporations Law”).

1.DEFINITIONS

 

1.1.     Capitalized terms used herein, in the singular or plural, shall have the meanings assigned to them in the Shareholders’ Agreement, except as expressly defined otherwise in this Addendum.

2.AMENDMENT TO CLAUSE NINE OF THE AGREEMENT

 

2.1.        The Parties agree to amend Clause Nine of the Shareholders’ Agreement to include the following:

 

“9.8. While Redeemable Preferred Shares issued by Ultra remain outstanding, approved, subscribed, and issued under the minutes of the Extraordinary General Meeting of Ultra held on December 26, 2025 (the “Preferred Shares”), the exchange of shares in the Migration process shall observe the following:

 

9.8.1. If Migration occurs between Holding Partners, under Clause 9.5 above, the terms of such exchange shall be freely negotiated among the Holding Partners involved in the Migration, including whether the exchange will or will not include Preferred Shares of the Holding Partner initiating the Migration.

 

9.8.2. If Migration is carried out, in whole or in part, through an exchange by Ultra, under Clauses 9.6 and 9.7 above, as a condition and concurrently with the transfer, redemption, cancellation of Linked Shares, or by any other means, (i) Ultra shall mandatorily exercise the option to purchase all Preferred Shares held by the respective Holding Partner who initiated the Migration (or by the usufructuary or trustee of the Linked Shares whose dividends were used to subscribe Preferred Shares, if applicable) for the fixed and agreed price of BRL 1.00 (one real) for all Preferred Shares owned by such Holding Partner (or by the usufructuary or trustee who subscribed them); and (ii) such Holding Partner, or the usufructuary or trustee of the Linked Shares subject to the Migration, as the case may be, who holds dividends declared on December 26, 2025 and unpaid at the time of the Migration, shall expressly, irrevocably and irretractably waive, before Ultra, the right to receive such unpaid dividends, it being understood that both conditions (i) and (ii) for implementing the Migration aim to balance the right to receive dividends between the Holding Partners migrating their participation and the other Holding Partners remaining in the Holding’s shareholding structure. The Preferred Shares acquired by Ultra as a result of the exercise of the purchase option shall be allocated to its treasury and subsequently canceled.” 

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(page 1/2 of signatures of the Addendum to the Shareholders’ Agreement of Ultrapar Participações S.A.)

 

ULTRA S.A. PARTICIPAÇÕES		PARTH DO BRASIL PARTICIPAÇÕES LTDA.
ANA MARIA LEVY VILLELA IGEL		FABIO IGEL
MÁRCIA IGEL JOPPERT		ROGÉRIO IGEL
JOYCE IGEL DE CASTRO ANDRADE		LUCIO DE CASTRO ANDRADE FILHO
MARCOS MARINHO LUTZ		CHRISTY PARTICIPAÇÕES LTDA.
HÉLIO MARCOS COUTINHO BELTRÃO		BRUNO IGEL
ANA ELISA ALVES CORRÊA IGEL		MARIA TERESA IGEL
ROBERTO DE CASTRO ANDRADE		BETTINA DE CASTRO ANDRADE GASPARIAN
ROBERTA JOPPERT FERRAZ		SANDRA JOPPERT
IGELPAR PARTICIPAÇÕES S.A.		PÁTRIA PRIVATE EQUITY VI FIP MULTIESTRATÉGIA
RENATO DE TOLEDO PIZA FERRAZ

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(page 2/2 of signatures of the Addendum to the Shareholders’ Agreement of Ultrapar Participações S.A.)
BETTINA IGEL HOFFENGBERG		JENNINGS LUIS IGEL HOFFENBERG
PEDRO IGEL DE BARROS SALLES		VENUS QUARTZ LLC

Joining Shareholders: 

 

CRISTIANA COUTINHO BELTRÃO		MARIA BELTRÃO SALDANHA COELHO

 

Witnesses:

 

Name:		Name:
RG:		RG:
CPF/MF:		CPF/MF:

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SIGNATURES