Ultrapar Participacoes S A : Informação Prestada às Bolsas Estrangeiras

As filed with the Securities and Exchange Commission on April 2 3, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark one)

• REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR

• ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023

OR

• TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
• SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-14950

ULTRAPAR PARTICIPAÇÕES S.A.

(Exact name of Registrant as specified in its charter)

ULTRAPAR HOLDINGS INC.

(Translation of Registrant's name into English)

The Federative Republic of Brazil

(Jurisdiction of incorporation or organization)

Brigadeiro Luis Antônio Avenue, 1343, 9th Floor

São Paulo, SP, B r a z i l 01317-910

Telephone: 55 11 3177 7014

(Address of principal executive offices)

Rodrigo de Almeida Pizzinatto, Chief Financial and Investor Relations Officer

Brigadeiro Luis Antônio Avenue, 1343, 9th Floor

São Paulo, SP, B r a z i l 01317-910

Telephone: 55 11 3177 7014

(Name, telephone, email and/or facsimile number and address of company contact person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

The number of outstanding shares of each class as of December 31, 2023.

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 Section 13 or 15(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 Section 13 or 15(d) of the Securities Exchange 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 Section 13 or 15(d) of the Securities Exchange Act 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 subject to 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 to Rule 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 to submit 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 growth company. 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 registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(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 its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm 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 registrant included 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-based compensation 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:

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐

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

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INTRODUCTION

Ultrapar is a Brazilian company with 86 years of history, with its origins going back to 1937, when Ernesto Igel founded Ultragaz, a company which pioneered the distribution of LPG as cooking gas. Since then, Ultrapar has become one of the largest business groups in Brazil, with an outstanding position in the energy, mobility and logistics infrastructure segments.

Since 1999, Ultrapar's shares are traded under an ADS Level III program on the New York Stock Exchange - NYSE, and on the São Paulo Stock Exchange - B3. Since 2011, the Company's shares have been listed on B3's Novo Mercado, the segment with the highest standards of corporate governance in Brazil.

As of December 31, 2023, Ultrapar owned three main companies:

Ultragaz: pioneer company and leader in the distribution of LPG in Brazil, it is a reference in innovation in the sector and has been expanding its offer of energy solutions for its customers. It serves approximately 60 thousand business customers and more than 10 million households, through a network that already exceeds 6 thousand resellers, in a safe, efficient, and sustainable way.

Ultracargo: the leading company in the sector of independent liquid bulk storage terminals in Brazil, it is present in the country's inland and main ports with eight modern terminals to store and handle different products, such as fuels, biofuels, chemicals, corrosives and vegetable oils.

Ipiranga: one of the largest fuels and lubricants distribution companies and one of the most valuable brands in Brazil, with a network of almost 6 thousand service stations, in addition to 1.5 thousand AmPm stores, the largest convenience store franchise in Brazil.

On December 31, 2021, our former wholly owned subsidiaries, Oxiteno and Extrafarma, were classified as assets and liabilities held for sale and discontinued operations, due to the signing of a share purchase agreement with Indorama in August 2021 and with Pague Menos in May 2021, respectively. The sales of Oxiteno and Extrafarma were closed on April 1, 2022 and on August 1, 2022, respectively, and, as a result, these companies are no longer part of Ultrapar's business portfolio as of these dates. For more information on our continuing and discontinued operations, please see "Item 4.A. Information on the Company-History and development of the Company-A.1. Continuing operations" and "-A.2. Discontinued operations."

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"Shell" are to Shell International Petroleum Company Limited, a subsidiary of Royal Dutch Shell;

"SIGA+" are to Ipiranga's management system applied to health, safety, environment, quality and social responsibility;

"Sindicom" are to Sindicato Nacional das Empresas Distribuidoras de Combustíveis e de Lubrificantes, the Brazilian association of fuel distributors;

"Stella" are to Stella GD Intermediação de Geração Distribuída de Energia Ltda.;

"Sindigás" are to Sindicato Nacional das Empresas Distribuidoras de Gás Liquefeito de Petróleo, the Brazilian association of LPG distributors;

"SPE" are to Sociedade de Propósito Específico, a special purpose vehicle; "STF" are to Supremo Tribunal Federal, the Brazilian federal s upreme court;

"SUDENE" are to Superintendência do Desenvolvimento do Nordeste, the development agency of the Northeast of Brazil; "Supergasbrás" are to Supergasbrás Energia Ltda.;

"TEAS" are to Terminal Exportador de Álcool de Santos Ltda., a company acquired by Ultracargo in March 2018; "TCFD" are to Task Force on Climate-Related Financial Disclosures;

"Temmar" are to Terminal Marítimo do Maranhão S.A., a company acquired by Ultracargo in 2012 and merged into Ultracargo Logística in 2013;

"Texaco" are to the Texaco-branded fuel marketing business in Brazil, previously carried-out by CBL and Galena, companies that were acquired by Ipiranga in 2009;

"TJLP" are to Taxa de Juros de Longo Prazo, Brazilian long-term interest rate;

"TPV" are to total payment volume, which represents the total amount of transactions carried out through abastece aí in Reais; "TRR" are to Transportador Revendedor Retalhista, specialized resellers in the fuel distribution;

"U . S . holder" has the meaning given to such term in "Item 10. Additional information-E.Taxation-U.S. federal income tax considerations;"

"Ultra S.A." are to Ultra S.A. Participações, a holding company owned by members of the founding family and senior management of Ultrapar. Ultra S.A. is the largest shareholder of Ultrapar, holding 25% of its total capital stock;

"Ultracargo" are to Ultracargo Operações Logísticas e Participações Ltda., our wholly owned subsidiary and its subsidiaries that provide storage, handling and logistics services for liquid bulk cargo;

"Ultracargo Logística" are to Ultracargo Logística S.A., Ultracargo's subsidiary that operates in the liquid bulk storage segment, formerly named Terminal Químico de Aratu S.A. - Tequimar;

"Ultragaz" are to Ultragaz Participações, composed of Cia. Ultragaz, which operates mainly in the distribution of LPG, and of Ultragaz Energia, which provides other types of energy, beyond LPG;

"Ultrapar International" are to Ultrapar International S.A.;

"União Terminais" are to União Terminais e Armazéns Gerais Ltda., a company that was merged into Ultracargo Logística in 2008; "União Vopak" are to União Vopak Armazéns Gerais Ltda., a joint-venture in which Ultracargo has a 50% stake;

"Unipar" are to União das Indústrias Petroquímicas S.A.;

"US$", "U.S. dollar" or "U.S. dollars" are to the United States dollar; "Vibra" are to Vibra Energia S.A.;

"Vopak" are to Vopak Brasil S.A.

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PRESENTATION OF FINANCIAL INFORMATION

Our audited consolidated financial statements included in Item 18 were prepared in accordance with IFRS as issued by the IASB, and include our consolidated statement of financial position as of December 31, 2023 and 2022 and the related consolidated statements of income, comprehensive income, changes in equity and cash flows - indirect method for the years ended December 31, 2023, 2022 and 2021, as well as notes thereto (the "Consolidated Financial Statements").

There are no standards, amendments and interpretations to IFRS issued by IASB which are effective and could have a material impact in the financial statements for the periods ended on December 31, 2023 and 2022 that have not been adopted by the Company.

The financial information presented in this annual report should be read in conjunction with our Consolidated Financial Statements.

Segment information for our businesses is presented on an unconsolidated basis. See Note 25 to our Consolidated Financial Statements for further information on segment information. Consequently, intercompany transactions have not been eliminated in segment information, and such information may differ from consolidated financial information provided elsewhere in this annual report. See "Item 7.B. Major shareholders and related party transactions-Related party transactions" for more information on intercompany transactions.

On December 31, 2021, our former wholly owned subsidiaries, Oxiteno and Extrafarma, were classified as assets and liabilities held for sale and discontinued operations, due to the signing of a share purchase agreement with Indorama in August 2021 and with Pague Menos in May 2021, respectively. The sales of Oxiteno and Extrafarma were closed on April 1, 2022 and on August 1, 2022, respectively, and, as a result, these companies are no longer part of Ultrapar's business portfolio as of these dates. In 2022, Ultrapar has ceased to present abastece aí as a separate segment, due to the small relevance of this business relative to the overall results of the Company.

Certain figures included in this annual report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables and charts may not be an arithmetic aggregation of the figures that precede them.

Market share and economic information

All market share information, unless otherwise specified, related to (i) the LPG business was obtained from ANP, (ii) the fuel distribution business was obtained from IBP and ANP and (iii) the liquid bulk storage industry was obtained from ABTL. Unless otherwise specified, all macroeconomic data are obtained from IBGE, FGV and the Central Bank. Although we do not have any reason to believe any of this information is inaccurate in any material respect, we have not independently verified any such information.

Financial information in U.S. Dollars

Solely for the convenience of the reader, we have translated some amounts included in this annual report from Reais into U.S. dollars using the commercial selling rate as reported by the Central Bank on December 31, 2023 of R$4.84 to US$1.00. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate. Such translations should not be construed as representations that the Real amounts represent or have been or could be converted into U.S. dollars as of that or any other date.

Non-GAAP financial measures

This annual report presents our Gross and Net Debt, which are non-GAAP financial measures. A non-GAAP financial measure is generally defined as one that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the most comparable GAAP measure.

We calculate Gross Debt as loans, financing and derivative financial instruments plus debentures. We calculate Net Debt as the sum of Gross Debt plus leases payable minus cash, cash equivalents, financial investments and derivative financial instruments. Our calculations of Gross and Net Debt may differ from the calculations of similarly titled measures used by other companies.

Our management believes that disclosure of Gross and Net Debt is useful to potential investors as it helps to give them a clearer understanding of our financial liquidity. However, Gross and Net Debt are not measures under IFRS and should not be considered as a substitute for measures of indebtedness determined in accordance with IFRS. For a reconciliation of Gross and Net Debt to the most directly comparable IFRS measure, see "Item 4.B. Information on the Company-Businessoverview-Key financial information."

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FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act subject to risks and uncertainties, including our estimates, plans, forecasts and expectations regarding future events, strategies and projections. We may also make written or oral forward-looking statements in our annual report to shareholders, in our offering circulars and prospectuses, in press releases and other written materials and in oral statements made by our officers, directors or employees. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to update publicly or revise any forward-looking statements after we distribute this annual report because of new information, future events and other factors. Words such as "believe," "expect," "may," "will," "plan," "strategy," "prospect," "foresee," "estimate," "project," "outlook," "anticipate," "can," "intend" and similar words are intended to identify forward-looking statements. We have made forward-looking statements with respect to, among other things, our:

Strategy for marketing and operational expansion;

Capital expenditures forecasts; and

Development of additional sources of revenue.

The risks and uncertainties described above include, but are not limited to:

General business, economic and political conditions, including the price of crude oil and other commodities, refining margins and prevailing foreign exchange rates and the effect of such conditions on the economy of Brazil;

The political environment in Brazil;

Risks beyond our control, including geopolitical crises, natural disasters, epidemics or pandemics, cyber-attacks, acts of terrorism or other catastrophic events, including the economic, financial and business impacts of such events;

Uncertainty regarding the ongoing hostility between Russia and Ukraine, challenges related to the conflict between Israel and Hamas, and the related impact on global macroeconomic conditions as a result of such conflicts;

Competition;

Ability to deliver products on a timely basis;

Ability to anticipate trends in the LPG, fuels and logistics sectors, including changes in capacity and industry price movements;

Changes in official regulations;

Receipt of official authorizations and licenses;

Political, economic and social events in Brazil and the other countries in which we have operations;

Access to sources of financing and our level of indebtedness;

Ability to integrate acquisitions;

Regulatory issues relating to acquisitions;

Instability and volatility in the financial markets;

Climate changes;

Availability of tax benefits;

Outcome of current or future lawsuits; and

Other factors contained in this annual report under "Item 3.D. Key information-Risk factors."

Statements regarding the declaration or payment of dividends, the implementation of operating and financing strategies, capital expenditure plans, the direction of future operations and the factors or trends affecting the financial condition, liquidity or results of operations are examples of forward-looking statements. Forward-looking statements involve risks and uncertainties and are not a guarantee of future results. Considering the risks and uncertainties described above, the forward-looking events and circumstances discussed in this annual report might not occur and our future results may differ materially from those expressed in or suggested by these forward-looking statements.

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