🧾 What This Document Is

This is a Form 6-K filing from Ultrapar Holdings Inc., a Brazilian company listed in the U.S. It's a report for foreign companies that shares important information with the SEC and investors. This specific filing, dated April 1, 2026, isn't a quarterly earnings report—it's the company's official Corporate Executive Compensation Policy. Think of it as the detailed rulebook for how the company pays its top bosses and board members.

👉 In simple terms: Ultrapar is publicly sharing how it decides to reward its leadership, which is a key part of good corporate governance.

🏢 What The Company Does

Ultrapar is a large, diversified Brazilian conglomerate. 👉 In simple terms, it operates in several major businesses: it's a leading distributor of fuel (like gasoline and ethanol) through its Ipiranga stations, a major player in the chemicals business (Oxiteno), and runs a business storing and transporting liquid chemicals and fuels (Ultracargo).

It competes in big, essential industries tied to energy, chemicals, and logistics. Its size and market position mean its executive compensation needs to be competitive to attract top talent.

💰 How Leadership Gets Paid: The Big Picture

The policy is built on a balanced, multi-part system designed to link pay to performance and long-term company health. It has four main pillars:

• Fixed Pay (The Stable Base): Monthly salary and fees.
• Variable Pay (The Performance Bonus): Cash and stock bonuses tied to hitting goals.
• Short-Term Incentives (The Annual Game): Cash bonuses for yearly results.
• Long-Term Incentives (The Multi-Year Bet): Stock awards that vest over several years.

👉 The core philosophy: Pay should be fair, competitive, and make sure executives win only when shareholders win.

📜 Breakdown by Role

👥 For Board of Directors

• Fixed Pay: They get monthly fees. 60% is paid in cash, and 40% is automatically granted as shares in the company.
• No Bonuses: Board members do not receive any variable (bonus) compensation.
• Committee Pay: They get extra fees for serving on important committees like the Audit and Risk Committee.

📋 For the Fiscal Council (If Assembled)

• Fixed Pay Only: They receive monthly fees approved by shareholders, with the Chairman earning more.
• No Bonuses: Like the Board, they are not eligible for variable pay.

🧑‍💼 For Statutory Executive Officers (CEO, CFO, etc.)

This is the most detailed part, as these executives run the day-to-day business.

Fixed Compensation:

• Monthly salary, 13th-month pay, vacation bonus.
• Benefits package including healthcare, meal vouchers, life insurance, and a private pension plan.

Variable Compensation (The Bonuses):

1. Short-Term Incentive (ICP): An annual cash bonus.
   • Financial Goals (Most of the weight): Based on hitting targets for EBITDA and operational cash flow after investments.
   • Strategic Goals: Includes individual, team, and company-wide targets. Notably, at least 10% of the total bonus must be linked to sustainability goals.
2. Long-Term Incentive (ILP): An annual grant of stock awards.
   • These shares don't vest (become fully owned) immediately. The plan uses metrics like Total Shareholder Return (TSR) and Economic Value Added (EVA) measured over a three-year period.
   • This is crucial—it forces executives to think about the company's health years into the future, not just the next quarter.

🔗 Aligning Executives with Shareholders

The policy includes strong rules to ensure executives think like owners:

• Stock Ownership Guidelines: Since April 2024, executives are required to hold a significant amount of Ultrapar stock.
  • The CEO must hold shares worth at least 5x their annual fixed salary.
  • The CFO and business unit CEOs must hold at least 3x.
  • Other officers have targets of 1-2x.
• Malus Clause: A "clawback" rule. If an executive is found to have committed fraud or caused material financial mistakes that benefited them, the company can take back their unvested shares. This is a powerful deterrent against bad behavior.

🏛️ Governance & Approval

• Shareholders Have the Final Say: The General Shareholders' Meeting approves the total compensation pool for management.
• Board & Committee Oversight: The Board of Directors, advised by the People and Sustainability Committee, sets the specific pay for the CEO and other executives. This committee also regularly reviews and updates this policy.

📅 Effective Date & What's Next

This policy was approved by the Board on April 1, 2026. Importantly, it applies to compensation granted after its approval. Existing contracts under the old rules remain unchanged. This means the company has just updated its playbook for rewarding future performance.

⚖️ Strengths (👍) and Risks (⚠️)

• 👍 Strong Alignment: The mix of cash, annual bonuses tied to real profits (EBITDA, cash flow), and multi-year stock awards tightly links executive wealth to company performance and shareholder returns.
• 👍 Clear & Transparent: Publishing this detailed policy is a mark of good governance. Investors know exactly how incentives are structured.
• 👍 Long-Term Focus: Stock vesting over 3+ years and mandatory stock ownership discourage short-term gambles.
• ⚠️ Complexity: The system of metrics (EBITDA, TSR, EVA) can be complex for average investors to track.
• ⚠️ Discretion: Goals and targets (especially strategic and sustainability ones) involve judgment calls, which could be subjective.

🧠 The Analogy

Think of it like a professional sports team paying its star players. They get a solid base salary (fixed pay). They get a big annual bonus for winning the championship that year (Short-Term Incentive). But the largest part of their contract is often in stock options that vest over 4-5 years (Long-Term Incentive), ensuring they stay and build a lasting dynasty, not just win one quick trophy. If a player cheats or drugs the team, they can forfeit those future earnings (Malus Clause).

📇 Key Contacts & People

Signed by: Alexandre Mendes Palhares Chief Financial and Investor Relations Officer (Ultrapar Holdings Inc.)

🧩 Final Takeaway

Ultrapar has codified a modern, shareholder-aligned compensation plan that heavily weights executive pay toward company stock and long-term performance metrics, with strong clawback protections, to ensure its leaders build sustainable value over many years.