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

Parties

Braskem S.A., Petróleo Brasileiro S.A. – Petrobras (“Petrobras”) and Ultrapar (jointly, “Debenture holders”), and Refinaria de Petróleo Riograndense S.A. (“RPR or the “Issuer”).

Relationship with the Issuer

RPR is jointly controlled by Braskem, Ultrapar and Petrobras, each holding 33.20% of RPR’s share capital, while minority shareholders hold the remaining 0.40% interest.

Transaction description

Indenture of the 4th Issue of Unsecured, Convertible Debentures, in Two Series, for Private Placement, issued by Refinaria de Petróleo Riograndense S.A., in the total amount of R$451,300,173.78, of which R$450,000,000.00 corresponds to the first‑series debentures and R$1,300,173.78 corresponds to the second‑series debentures. The first‑series debentures were subscribed and fully paid by the Debenture holders in the same proportion as their respective ownership interests in RPR’s share capital.

Main terms and conditions

Up to 15,324,854,157 debentures will be issued, each with a unit nominal value of R$0.029449 as of the issue date.

The Debenture holders undertake to subscribe and fully pay, in proportion to their respective equity interests in RPR’s share capital, all debentures of the first series, while minority shareholders may subscribe and fully pay the debentures of the second series. Should minority shareholders fail to subscribe the second‑series debentures, such debentures shall be cancelled.

RPR, in its capacity as Issuer, undertakes obligations related to the filing of corporate acts, maintenance of records, disclosures and adoption of the corporate measures required for the mandatory conversion of the debentures into shares by December 31, 2026. Conversely, the Indenture imposes on the Debenture holders, on an equal basis, obligations related to the subscription and payment of the first‑series debentures by March 25, 2026, participation in corporate acts and compliance with rules governing share transfers.

All debentures may be converted into shares issued by RPR, at the ratio of one common share for each first‑series debenture and one preferred share for each second‑series debenture, pursuant to the terms and conditions set forth in the Indenture.

Until maturity or conversion into shares, the debentures will bear interest at a rate equivalent to CDI + 5.5% per annum.

Transaction date

March 19, 2026

Participation of the counterparty, Its shareholders or management in the Issuer’s decision‑making or in the negotiation process for the Transaction

Negotiations were conducted with the Issuer regarding the commercial terms of the debenture issuance Indenture, particularly with respect to the total amount to be paid in. Among the Debenture holders, discussions addressed their respective subscription and payment commitments and deadlines, as well as the remuneration rate of the debentures, with the objective of ensuring market‑compatible conditions, notwithstanding the private nature of the issuance.

Detailed justification as to why Management considers that the Transaction was carried out on an arm’s‑length basis or provides for adequate compensation

This is a private debenture issuance, at the cost of CDI + 5.5% per annum, until maturity or conversion of the debentures into shares. The negotiated rate reflects fair and market‑equivalent terms.