UGP

Business Context and Reporting Period

Company: ULTRAPAR HOLDINGS INC.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Reporting Period: Month of April 2026
Subject: Disclosure of the Corporate Executive Compensation Policy.
Context: This filing outlines the compensation strategy for the Board of Directors, Fiscal Council, and Statutory Executive Officers, focusing on aligning management interests with long-term value creation, performance, and shareholder returns.

Key Financial Metrics

The filing text does not provide specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity figures. The document is a policy disclosure rather than a financial results report.

Material Changes

Stock Ownership Guidelines (SOG): Effective April 30, 2024, Executive Officers are subject to mandatory share ownership requirements to align interests with shareholders:

• CEO: Must maintain a minimum shareholding equivalent to at least 5 times annual fixed compensation.
• CFO and Business CEOs: Must maintain a minimum shareholding equivalent to at least 3 times annual fixed compensation.
• Other Executives: Must maintain a minimum shareholding equivalent to 1 to 2 times annual fixed compensation.

Policy Revision: The current revision applies to compensations granted after Board approval; existing contracts remain unchanged.

Guidance, Outlook, and Management Commentary

Compensation Structure:

• Board of Directors: Fixed fees (60% cash, 40% shares). Share grants vest over 2 years with an additional 2-year lock-up. No variable compensation is eligible for Board members.
• Statutory Executive Officers: Includes fixed salary, benefits, and variable compensation.

Variable Compensation Components:

• Short-Term Incentive (ICP): Paid in cash annually. Goals are weighted toward financial performance (EBITDA and operational cash flow after investments) and strategic objectives. Approximately 10% of goals are linked to sustainability purposes.
• Long-Term Incentive (ILP): Stock-based plan with annual grants. Performance is measured over three-year periods using Total Shareholder Return (TSR) and Economic Value Added (EVA).

Risk Controls: All Long-Term Incentive agreements include a malus clause, allowing for the retention of unvested shares in cases of fraud or material financial statement errors that unlawfully benefited the manager.

Investor Verification Checklist

• Verify the specific dollar amounts or BRL values for fixed fees and salary multiples, as the policy describes the structure but omits specific figures.
• Confirm the exact vesting schedules and performance thresholds for the TSR and EVA metrics in the Long-Term Incentive plan.
• Review the "People and Sustainability Committee" reports for details on the peer group selection used for market benchmarking.
• Check subsequent filings for the actual payout results of the Short-Term Incentive (ICP) based on the EBITDA and cash flow targets mentioned.
• Monitor compliance with the Stock Ownership Guidelines (SOG) for the CEO and other executives in future proxy statements or insider trading reports.