As filed with the Securities and Exchange Commission on April 28, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F/A

(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, 2025

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, 9^th Floor

São Paulo, SP, Brazil 01317-910

Telephone: 55 11 3177 7014

(Address of principal executive offices)

Alexandre Mendes Palhares, Chief Financial and Investor Relations Officer

Brigadeiro Luis Antônio Avenue, 1343, 9^th Floor

São Paulo, SP, Brazil 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 Section12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common shares, with no par value (represented by, and traded only in the form of American Depositary Shares, evidenced by American Depositary Receipts, with each American Depositary Share representing one common share)	UGP	New York Stock Exchange

---

Securities registered or to be registered pursuant to Section12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section15(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 as of December31, 2025, was:

Title of class	Numberofsharesoutstanding
Common shares	1,068,706,822

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 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 Section13 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 Section13 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 Section13(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 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 its internal control over financial reporting under Section404(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:

U.S.GAAP ☐

International Financial Reporting Standards as issued by 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 has elected 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

Explanatory Note

We are amending our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, as originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 29, 2026 (the “Annual Report”), to correct typographical information in the report of the independent registered public accounting firm to indicate that the independent registered public accounting firm has served as the Company’s auditor since 2022.

​

Independent Auditor’s Report on the Consolidated Financial Statements	F-3
Consolidated statements of financial position as of December 31, 2025 and 2024	F-8
Consolidated statements of income	F-9
Consolidated statements of comprehensive income	F-10
Consolidated statements of changes in equity	F-11
Consolidated statements of cash flows – indirect method	F-14
1. Operations	F-15
a. Principles of consolidation and interest in subsidiaries	F-15
2. Basis of preparation and presentation of consolidated financial statements	F-18
3. New accounting policies and changes in accounting policies	F-22
4. Cash and cash equivalents and financial investments	F-23
5. Trade receivables and reseller financing	F-24
6. Inventories	F-26
7. Recoverable taxes and recoverable income and social contributions taxes	F-27
8. Related parties	F-29
9. Income and social contribution taxes	F-32
10. Contractual assets with customers - exclusivity rights	F-37
11. Investments in subsidiaries, joint ventures and associates	F-37
12. Right-of-use assets and leases payable	F-41
13. Property, plant, and equipment	F-45
14. Intangible assets	F-48
15. Loans, financing and debentures	F-52
16. Trade payables	F-55
17. Employee benefits and private pension plan	F-56
18. Provisions and contingent liabilities	F-58
19. Subscription warrants – indemnification	F-62
20. Equity	F-62
21. Costs, expenses and other operating results by nature	F-66
22. Financial result	F-67
23. Earnings per share	F-68
24. Segment information	F-69
25. Financial instruments	F-74
26. Commitments	F-87
27. Acquisition of Interest and Control	F-88
28. Discontinued operation	F-99
29. Events after the reporting period	F-101

Deloitte Touche Tohmatsu Av. Dr. Chucri Zaidan, 1.240 - 4º ao 12º pisos - Golden Tower 04711-130 -SãoPaulo - SP Brasil Tel.: + 55 (11) 5186-1000 Fax: + 55 (11) 5181-2911 www.deloitte.com.br

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the Audit and Risks Committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Business Combination – Hidrovias – Refer to Note 27.b to the consolidated financial statements

Critical Audit Matter Description

As disclosed in Note 27.b to the consolidated financial statements, in May 2025 the Company acquired control of Hidrovias do Brasil S.A. (“Hidrovias”), holding 58.72% of its capital as of December 31, 2025. This transaction requires, in accordance with the applicable accounting standards, the recognition by the Company of the business combination, including the measurement, at fair value, of the assets acquired and liabilities assumed, as well as the determination and recognition of goodwill. The determination of these values involves valuation techniques and subjective estimates, such as cash flow projections, discount rates, useful lives and operational assumptions, that require significant judgments by Management.

This topic was considered a critical audit matter due to the materiality of the balances involved, the complexity of the required estimates, the relevant judgments made by Management in concluding that it was a business combination achieved in stages, considering that the Company already had significant influence over Hidrovias before the acquisition of control, and the degree of subjectivity inherent in the assumptions used in the measurement of fair value and in the determination of goodwill.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the business combination of Hidrovias included the following, among others:

•	We tested the design, implementation and operating effectiveness of internal controls over the purchase price allocation, and the valuation methodology for estimating the fair value of assets acquired and liabilities assumed.
•	We read and evaluated the relevant documents and contracts related to the transaction.
•	With the assistance of our specialists in accounting and reporting matters, we evaluated the accounting aspects of the acquisition as a business combination achieved in stages.
•	We tested the computation of the revaluation to fair value of the previous investment and the components of the resulting net gain recorded on the acquisition date.
•	We evaluated the accounting policies applied to the business combination and to the identification of the assets and liabilities recorded at fair value.
•	With the assistance of our valuation specialists, we evaluated the reasonableness of the valuation methodologies and assumptions used in the determination of fair value of identified intangible assets,including testing of the discounted cash flows models and the mathematical accuracy of the calculations.
•	We assessed the reasonableness of management’s projections by comparing the assumptions used in the projections, historical data, and results from other areas of the audit.
•	We evaluated the related disclosures in the consolidated financial statements.

Deloitterefers to one or more ofDeloitteToucheTohmatsuLimited (“DTTL”), its global network of member firms, and their related entities (collectively, the “Deloitteorganization”). DTTL (also referred to as “DeloitteGlobal”) and each of its member firms and related entities are legally separate and independent entities, which cannot obligate or bind each other in respect of third parties. DTTL and each DTTL member firm and related entity is liable only for its own acts and omissions, and not those of each other. DTTL does not provide services to clients. Please see www.deloitte.com/about to learn more.

Deloitteprovides industry-leading audit and assurance, tax and legal, consulting, financial advisory, and risk advisory services to nearly 90% of the Fortune Global 500® and thousands of private companies. Our people deliver measurable and lasting results that help reinforce public trust in capital markets, enable clients to transform and thrive, and lead the way toward a stronger economy, a more equitable society, and a sustainable world. Building on its 175-plus year history,Deloittespans more than 150 countries and territories. Learn howDeloitte’sapproximately 457,000 people worldwide make an impact that matters atwww.deloitte.com.

© 2026. For information, contactDeloitteGlobal.

Recoverable Taxes - Recoverability of PIS and COFINS tax credits - Ipiranga - Refer to Note 7.a.2
to the consolidated financial statements.

Critical Audit Matter Description

The Company´s subsidiary Ipiranga Produtos de Petróleo S.A. (“Ipiranga”) recorded recoverable tax credits related to PIS and COFINS (Federal Value Added Taxes) of R$3,863,682 as of December 31, 2025, whose realization depends on the generation by Ipiranga of sufficient amounts of qualifying federal tax liabilities in the future. These tax credits may be utilized to offset future PIS and COFINS tax liabilities or other future qualifying federal tax liabilities of Ipiranga, or may be refunded by the Federal Revenue Service through requests if they are filed within the applicable regulatory period.

The evaluation of the recoverability of the PIS and COFINS credits of Ipiranga requires a high degree of judgment by the Company´s management, given the complexity underlying the interpretations of the applicable tax laws, as well as the uncertainties related to the expected timing and amounts to be realized, which are based on estimates and assumptions of future business performance and market conditions, and involve considerable effort on the part of management in preparing the calculations used to support the realization of those tax credits.

This matter was considered a critical audit matter due to the significance of the amounts involved, the complexity and degree of judgment involved in assessing and challenging management’s assumptions and judgments regarding the recoverability of tax credits.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the recoverability of the Ipiranga PIS and COFINS tax credits included the following, among others:

•	We tested the design, implementation and operating effectiveness of internal controls over management’s assessment of the recoverability of the PIS and COFINS credits, including relevant internal controls over the projections prepared by management and used to support the realization of the tax credits.
•	We inspected the approvals of the strategic plan and applicable underlying projections by the Board of Directors.
•	We evaluated the significant assumptions used by management in its recoverability assessment, including the timing and character of future qualifying federal tax liabilities, and tested the completeness and accuracy of the data supporting the significant assumptions underlyingmanagement´sprojections.
•	We inquired of executives from the businesses, treasury and controllership areas and challenged the significant assumptions underlyingmanagement´sprojections in light of historical performance.
•	We performed a retrospective analysis, including evaluation of the history of tax credit offsets and refunds, including assessing any contradictory evidence.
•	We evaluated the related disclosures in the financial statements.
•	We assessed the accuracy and completeness of disclosures related to PIS and COFINS tax credits.

/s/ DELOITTE TOUCHE TOHMATSU Auditores Independentes Ltda

São Paulo, Brazil

We have served as the Company's auditor since 2022.

April 28, 2026

Deloitte Touche Tohmatsu Av. Dr. Chucri Zaidan, 1.240 - 4º ao 12º pisos - Golden Tower 04711-130 -SãoPaulo - SP Brasil Tel.: + 55 (11) 5186-1000 Fax: + 55 (11) 5181-2911 www.deloitte.com.br

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE TOUCHE TOHMATSU Auditores Independentes Ltda

São Paulo, Brazil

April 28, 2026

The accompanying notes are an integral part of the financial statements.

Ultrapar Participações S.A. and Subsidiaries
Consolidated statements of comprehensive income
As of December 31, 2025 and 2024
In thousands of BrazilianReais)

The accompanying notes are an integral part of the financial statements.