Ultrapar Participacoes SA ADR 2025年年度报告和过渡报告

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)OF THE SECURITIES EXCHANGE ACT OF 1934OR☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934OR☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Commission file number:001-14950 Indicate the number of outstanding sharesofeach of the issuer’s classes of capital or common stock as of the close of the period covered by The number of outstanding shares of each class as of December31, 2024. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☒Yes☐No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or15(d) of the Securities Exchange Act of 1934.☐Yes☒No Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section13 or 15(d) of the SecuritiesExchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subjectto such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growthcompany. See the definitions of “large accelerated filer”, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large Accelerated Filer☒Accelerated Filer☐Non-accelerated Filer☐Emerging growth company☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registranthas elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant toSection13(a) of the Exchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to itsAccounting Standards Codification after April5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:U.S.GAAP☐International Financial Reporting Standardsas issuedby the International Accounting Standards Board☒Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant haselected to follow: Item17☐Item18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☒No TABLE OF CONTENTS PagePART I9ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS9ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE9ITEM 3. KEY INFORMATION9ITEM 4. INFORMATION ON THE COMPANY25ITEM 4A. UNRESOLVED STAFF COMMENTS76ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS76ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES90ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS103ITEM 8. FINANCIAL INFORMATION105ITEM 9. THE OFFER AND LISTING110ITEM 10. ADDITIONAL INFORMATION110ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK126ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES128PART II129ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES129ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS129ITEM 15. CONTROLS AND PROCEDURES129ITEM16.[RESERVED]131IT