ULTRAPAR HOLDINGS INC

As filed with the Securities and Exchange Commissionon April 22,2025

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, 2024

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 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 sharesof 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, 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 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

TABLE OF CONTENTS

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INTRODUCTION

Ultrapar is a Brazilian company with 87 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, Ultraparhas 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 have been 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, 2024, Ultrapar owned three main segments:

• Ipiranga: a comprehensive ecosystem of mobility products and services, it is one of the largest fuels and lubricants distribution companies and one of the most valuable brands in the country, with a network of approximately 5,900 service stations, in addition to 1.5 thousand AmPm stores, the largest convenience store franchise in Brazil.

• Ultragaz: pioneer company and is one of the leaders 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 57 thousand business customers and more than 11 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, handling fuels, biofuels, chemicals, and vegetable oils. It has advanced its growth strategy by expanding into inland areas, connecting Brazil’s coastline to its interior.

Additionally, in 2024, Ultrapar Logística, a subsidiary of Ultrapar, acquired an equity participation in Hidrovias. As of December 31, 2024, the company held a total stake of 41.94%. Hidrovias is a leader in waterway cargo transport in Brazil, mainly fortransporting grains, minerals, fertilizers, and salt. It has four operations: an integrated logistics system in the Northern Corridor, coastal shipping 1, river navigation in the Southern Corridor, and port operation in Santos.

1 Thesale of thecabotage operation was announced to the marketon February 27, 2025, and it is subject to regulatory approvals.

The sales of Oxiteno and Extrafarma, our former wholly owned subsidiaries, 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.”

GLOSSARY AND OTHER CONVENTIONS

References in this annual report to “Ultrapar”, “we”, “our”, “us” and “the Company” are to Ultrapar Participações S.A. and its consolidated subsidiaries (unless the context otherwise requires). In addition, all references in this annual report to:

• “2018 Shareholders’ Agreement” have the meaning given to such term in “Item 4.A. Information on the Company—History and development of the Company—Corporate events”;

• “2020 Shareholders’ Agreement” have the meaning given to such term in “Item 4.A. Information on the Company—History and development of the Company—Corporate events.” The 2020 Shareholders’ Agreement is incorporated by reference to Exhibit 2.9;

• “ABD” are to Associação Brasileira de Downstream, the Brazilian downstream association;

• “ABF” are to Associação Brasileira de Franchising, the Brazilian franchising association;

• “ABTL” are to Associação Brasileira de Terminais de Líquidos, the Brazilian association of liquid bulk terminal operators;

• “ADSs” are to our American Depositary Shares, each representing one common share;

• “Ageo” are to Ageo Terminais e Armazéns Gerais S.A.;

• “AmPm” are to Ipiranga’s convenience stores franchise network that operates under the brand AmPm, managed by AmPm Comestíveis Ltda.;

• “ANFAVEA” are to Associação Nacional dos Fabricantes de Veículos Automotores, the Brazilian association of vehicle producers;

• “ANP” are to Agência Nacional do Petróleo, Gás Natural e Biocombustíveis, the Brazilian oil, natural gas and biofuels regulatory agency;

• “ANTAQ” are to Agência Nacional de Transportes Aquaviários, the Brazilian waterway transportation agency;

• “ANVISA” are to Agência Nacional de Vigilância Sanitária, the Brazilian health surveillance agency established by Federal Law No. 9,782/99 and regulated by Decree No. 3,029/99;

• “Arla 32” are to Agente Redutor Líquido Automotivo, an automotive liquid reducing agent;

• “B3” are to the B3 S.A.—Brasil, Bolsa, Balcão, the São Paulo Stock Exchange;

• “BP” are to BP Biofuels Brazil Investments Ltd.;

• “Braskem” are to Braskem S.A.;

• “Brazilian Corporate Law” are to Law No. 6,404 enacted in December 1976, as amended;

• “Brazilian GAAP” are accounting practices adopted in Brazil that comprise the Brazilian Corporate Law and the Pronouncements, Guidelines and Interpretations issued by the Accounting Pronouncements Committee (“CPC”) and approved by the Federal Accounting Council (“CFC”) and the Brazilian Securities and Exchange Commission (“CVM”);

• “CADE” are to Conselho Administrativo de Defesa Econômica, the Brazilian antitrust authority;

• “Cattalini” are to Cattalini Terminais Marítimos S.A.;

• “CBios” are to financial assets traded on B3, issued by biofuel producers, as a means for fossil fuel distributors to meet RenovaBio’s decarbonization targets;

• “CBL” are to Chevron Brasil Ltda. (currently Ipiranga), a former subsidiary of Chevron that, together with Galena, held Texaco;

• “Central Bank” are to Banco Central do Brasil, the Brazilian central bank;

• “Chevron” are to Chevron Latin America Marketing LLC and Chevron Amazonas LLC;

• “CIDE” are to Contribuições de Intervenção no Domínio Econômico, a Brazilian tax contribution levied on the import and sale of gasoline, diesel, aviation kerosene, LPG, and others;

• “CNPE” are to Conselho Nacional de Política Energética, advisory body to the President of Brazil, created by Law No. 9,478/97, intended for the formulation of energy policies and guidelines;

• “Code” are to the U.S. Internal Revenue Code of 1986, as amended;

• “CODIF” are to Sistema de Controle do Diferimento do Imposto nas Operações, a system for tax deferral control in operations;

• “Commodity Exception” are to gains derived from “qualified active sales” of commodities and “qualified hedging transactions” involving commodities, within the meaning of the applicable U.S. Treasury regulations;

• “CONAMA” are to Conselho Nacional do Meio Ambiente, the Brazilian council of the environment;

• “ConectCar” are to ConectCar Soluções de Mobilidade Eletrônica S.A., a joint-venture initially formed by Ipiranga and OTP (Odebrecht Transport S.A.), which started its operations in 2012. In 2016, Redecard S.A. acquired OTP’s interest in ConectCar. In June 2021, Ultrapar entered into a share purchase agreement for the sale of its equity interest in ConectCar to a subsidiary of Porto Seguro S.A. The transaction was closed in October 2021. As a result, ConectCar is no longer part of Ultrapar’s business portfolio;

• “CONFAZ” are to Conselho Nacional de Política Fazendária, the national council for financial policy;

• “Conversion” are to the conversion of all preferred shares issued by the Company into common shares, at a ratio of 1 preferred share for 1 common share, as approved at the Extraordinary General Shareholders’ Meeting and the special preferred Shareholders’ Meeting, both held on June 28, 2011;

• “Copagaz” are to Copagaz Distribuidora de Gás S.A.;

• “Copersucar” are to Copersucar S.A.;

• “Cosan” are to Cosan S.A.;

• “CVM” are to Comissão de Valores Mobiliários, the securities and exchange commission of Brazil;

• “Deposit Agreement” are to the Deposit Agreement between Ultrapar Participações S.A. and the Bank of New York Mellon, dated September 16, 1999, and all subsequent amendments thereto;

• “DI” are to Certificados de Depósito Interbancário, the Brazilian money market interest rate;

• “DNP” are to Distribuidora Nacional de Petróleo Ltda., a company that was acquired by Ipiranga in 2010 and was merged into Ipiranga in 2011;

• “Extrafarma” are to Imifarma Produtos Farmacêuticos e Cosméticos S.A., a company that used to be a wholly-owned subsidiary of Ipiranga, which is wholly-owned by Ultrapar;

• “Extrafarma Transaction” are to the exchange of shares of Extrafarma for Ultrapar’s shares on January 31, 2014, as described in “Item 4.A. Information on the Company—History and development of the Company—A.2. Discontinued operations —Extrafarma;”

• “FGV” are to Fundação Getulio Vargas;

• “Fogás” are to Sociedade Fogás Ltda.;

• “Galena” are to Sociedade Anônima de Óleo Galena Signal, a former subsidiary of Chevron that, together with CBL, held Texaco;

• “GHG” are to greenhouse gas;

• “GRI” are to Global Reporting Initiative;

• “Hidrovias” are to Hidrovias do Brasil S.A, a logistics company that offers integrated solutions for waterway transportation, terminal operations, cabotage, and integration of transportation services;

• "I-RECs” are to International Renewable Energy Certificates;

• “IBGE” are to Instituto Brasileiro de Geografia e Estatística, the Brazilian institute of geography and statistics;

• “IBP” are to Instituto Brasileiro de Petróleo e Gás, the Brazilian institute of oil and gas;

• “ICL” are to Instituto do Combustível Legal, a Brazilian organization that seeks to promote discussions with relevant players in the oil and gas industry, including the government, to combat irregular operations and promote fair competition;

• “ICMS” are to Imposto sobre Circulação de Mercadorias e Serviços, the tax on the circulation of goods and services;

• “Iconic” are to Iconic Lubrificantes S.A., an association formed by Ipiranga and Chevron, which started its operations in 2017;

• “iFood” are to iFood.com Agência de Restaurantes Online S.A.;

• “IGP-M” are to Índice Geral de Preços – Mercado, the general index of market prices of Brazilian inflation calculated by FGV;

• “Imaven” are to Imaven Imóveis Ltda.;

• “Indorama” are to Indorama Ventures PLC;

• “INPI” are to Instituto Nacional de Propriedade Industrial, the Brazilian institute of industrial property;

• “IPCA” are to Índice Nacional de Preços ao Consumidor Amplo, the extended national consumer price index calculated by IBGE;

• “Ipiranga” are to Ultra Mobilidade S.A., the holding company that owns Ipiranga Produtos de Petróleo S.A., our subsidiary that operates in the fuel distribution business and related activities, AmPm and Neodiesel Ltda.;

• “Ipiranga Group” are to RPR, DPPI, CBPI, Ipiranga Química S.A. (“IQ”), Ipiranga Petroquímica S.A. (“IPQ”), Companhia Petroquímica do Sul S.A. (“Copesul”) and their respective subsidiaries prior to their sale to Ultrapar, Petrobras and Braskem;

• “IRS” are to U.S. Internal Revenue Service;

• “ISE B3” are to the Corporate Sustainability Index of B3;

• “Itaúsa” are to Itaúsa – Investimentos Itaú S.A.;

• “KMV” are to Km de Vantagens, Ipiranga’s loyalty program which, combined with a digital payment app, operates under the brand KMV (formerly abastece aí), managed by Eaí Clube Automobilista S.A.;

• “Liquigás” are to Liquigás Distribuidora S.A.;

• “LPG” are to liquefied petroleum gas;

• “LTIF” are to Lost-time Injury Frequency. The LTIF rate is calculated by (the number of accidents with lost time x 1,000,000/ hours worked);

• “MSCI” are to MSCI Inc.;

• “Nacional Gás” are to Nacional Gás Butano Distribuidora Ltda.;

• “NEOgás” are to NEOgás do Brasil Gás Natural Comprimido S.A., Ultragaz’s subsidiary which operates in the compressed natural gas distribution segment;

• “Novo Mercado” are to Novo Mercado listing segment of B3;

• “NYSE” are to New York Stock Exchange;

• "Odfjell" are to Terminals Granel Química Ltda.;

• “Opla” are to Terminal de Combustíveis Paulinia S.A;

• “Oxiteno” are to Oxiteno S.A. – Indústria e Comércio, a company that used to be an Ultrapar’s wholly-owned subsidiary, and its subsidiaries that produce ethylene oxide and its principal derivatives, fatty alcohols and other specialty chemicals;

• “Pague Menos” are to Empreendimentos Pague Menos S.A.;

• “Parth” are to Parth do Brasil Participações Ltda., an investment company controlled by Mrs. Daisy Igel’s family and owner of 8% of Ultrapar’s total capital stock;

• “Pátria” are to Pátria Private Equity VI FIP Multiestratégia, an investment company and a shareholder of both Ultra S.A. and Ultrapar;

• “Petrobras” are to Petrobras – Petróleo Brasileiro S.A.;

• “Petrochemical Business” are to IQ, IPQ and IPQ’s stake in Copesul;

• “PFIC” are to Passive Foreign Investment Company;

• “PIS and COFINS” are to Programa de Integração Social (the Integration Program Taxes) and Contribuição para o Financiamento da Securidade Social (the Contribution for the Financing of Social Security Taxes), respectively;

• “PSE” are to Process Safety Event. The PSE rate is calculated by (the number of occurrences x 1,000,000/ hours worked);

• “Raízen” are to Raízen S.A.;

• “Real”, “Reais” or “R$” are to Brazilian Reais, the official currency of Brazil;

• “Repsol” are to Repsol Gás Brasil S.A., a company that was acquired by Ultragaz in 2011 and was merged into Ultragaz in 2012;

• “RPR” are to Refinaria de Petróleo Riograndense S.A. (formerly Refinaria de Petróleo Ipiranga S.A.), a joint-venture owned by Petrobras, Braskem and Ultrapar;

• “SASB” are to Sustainability Accounting Standards Board;

• “SEC” are to the U.S. Securities and Exchange Commission;

• “Securities Act” are to the U.S. Securities Act of 1933, as amended;

• “SELIC” are to the Brazilian base interest rate;

• “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;

• “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 supreme 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 KMV 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 Logística S.A. (formerly named Terminal Químico de Aratu S.A. – Tequimar) and its subsidiaries that operate in the liquid bulk storage segment;

• “Ultragaz” are to Cia. Ultragaz, which operates mainly in the distribution of LPG, but also provides other types of energy, beyond LPG;

• “Ultragaz Energia”, the holding company that owns a paricipation in Stella GD Intermediação de Geração Distribuída de Energia Ltda., Ultragaz’s subsidiary which operates in the energy market, targeting low voltage customers;

• “Ultrapar International” are to Ultrapar International S.A.;

• “Ultrapar Logística”, formerly named “Ultracargo Operações Logísticas e Participações Ltda.” are to Ultrapar Logística Ltda., a subsidiary of Ultrapar;

• “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.;

• “Witzler” are to Witzler Participações S.A., Ultragaz’s subsidiary which operates in the free energy market, targeting high voltage customers.

PRESENTATION OF FINANCIAL INFORMATION

Our audited consolidated financial statements included in Item 18 were prepared in accordance with IFRS as issued bythe IASB, and include our consolidated statement of financial position as of December 31,2024 and 2023 and the related consolidated statements of income, comprehensive income, changes in equity and cash flows – indirect method for the years ended December 31,2024,2023 and 2022, 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 31,2024 and 2023 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 24 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.

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 31,2024, of R$6.19 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—Business overview—Key financial information.”

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.