Ultrapar Participações (UGP) 6-KCurrent report (foreign)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 Or 15d-16 Of

The Securities Exchange Act Of 1934

For the month of November 2024

Commission File Number: 001-14950

ULTRAPAR HOLDINGS INC.

(Translation of Registrant’s Name into English)

Brigadeiro Luis Antonio Avenue, 1343, 9th Floor

São Paulo, SP, Brazil 01317-910

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ____X____                                                         Form 40-F ________

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ________                                                                       No ____X____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ________                                                                       No ____X____

ULTRAPAR HOLDINGS INC.

TABLE OF CONTENTS

ITEM

ULTRAPAR PARTICIPAÇÕES S.A.

Publicly Traded Company

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

Date, Hour and Place:

November 28, 2024, at 17 p.m, at the Company’s headquarters, located at Brigadeiro Luís Antônio Avenue, Nr. 1.343, 9th floor, in the City and State of São Paulo.

Members in attendance:

(i) Members of the Board of Directors undersigned; (ii) Secretary of the Board of Directors, Ms. Denize Sampaio Bicudo; (iii) Chief Executive Officer, Mr. Marcos Marinho Lutz; and (iv) Chief Financial and Investor Relations Officer, Mr. Rodrigo de Almeida Pizzinatto.

Matters discussed and resolutions:

1.The Board of Directors approved, unanimously, as proposed by the Executive Board and in compliance with the provisions of art. 27, item “n” of the Company’s Bylaws and CVM Resolution 77/22 (“RCVM 77/22”), the new Company’s Shares Buyback Program, through which the Company may acquire in the stock exchange, at B3 S.A. – Brasil, Bolsa, Balcão, up to 25,000,000 (twenty-five million) common shares issued by the Company, corresponding, on this date, 2.24% of the capital stock, for use in the Company's stock-based incentive plan, as approved by the extraordinary general meeting held on April 19, 2023, maintenance in treasury and/or subsequent sale or cancellation, without capital reduction ("Program"). This Program will end on December 2, 2025.

2.   In addition, it was stated that (i) the objectives, justifications, terms and conditions applicable to the Program are set out in Exhibit I to these minutes, which contains the information required by "Exhibit G" of CVM Resolution 80/22; and (ii) the Program is in line with the terms of the Company's Material Notice Disclosure and Securities Trading Policies, especially regarding transactions made by the Company itself, its management and other other people subject to the policies, with due caution.

3.Finally, the Board of Directors authorized the Company's Executive Board to perform all necessary acts and other additional acts for the implementation of the Program, and the Executive Board may negotiate the shares issued by the Company on the occasions it deems appropriate, subject to the terms and limits set forth in the Program and other limitations provided for in the proposal filed at the Company's headquarters and in the applicable rules, including RCVM 77/22.

There being no further matters to discuss, the meeting was concluded, and these minutes were written, read, passed, and signed by all the Board members present.

Jorge Marques de Toledo Camargo – Chairman

Marcos Marinho Lutz – Vice-Chairman

Ana Paula Vitali Janes Vescovi

Fabio Venturelli

Flávia Buarque de Almeida

Francisco de Sá Neto

José Mauricio Pereira Coelho

Marcelo Faria de Lima

Peter Paul Lorenço Estermann

Denize Sampaio Bicudo – Secretary of the Board of Directors

EXHIBIT I

INFORMATION ON APPROVAL OF TRADING OF OWN ISSUED SHARES

(as per Exhibit G to CVM Resolution No. 80, of March 29, 2022)

1.      Justify in detail the purposes and expected economic effects of the operation;

The repurchased shares are intended to be used in the stock-based incentive plan, approved by the Company’s General Shareholders’ Meeting, and may be held in treasury and/or subsequently canceled or sold.

2.      Inform the number of shares (i) in comprising the free float and (ii) already held in treasury;

The Company has, on this date, (i) 1,090,253,154 (one billion, ninety million, two hundred and fifty-three thousand, one hundred and fifty-four) registered common shares outstanding, with no par value, and 24,471,457 (twenty-four million, four hundred and seventy-one thousand, four hundred and fifty-seven) shares held in treasury.

3.      Inform the number of shares that may be bought back or sold;

The Company may buy back up to 25,000,000 shares issued by the Company, representing, as of this date, 2.24% of the share capital, respecting the maximum limit provided in art. 4 of CVM Resolution 77/22.

4.      Describe the main characteristics of the derivative instruments that the company may use in the future, if any;

In case of derivatives being used within the scope of this Program, the instrument to be used will be swaps, in which the Company receives the price variation of its shares traded on the stock exchange plus the proceeds (active end) and pays a percentage of the CDI rate with or without a pre-fixed rate (passive end). The contracts shall have a financial settlement and a maximum term of up to 12 months. The active end shall be backed by market-priced transactions carried out on the stock exchange by the hired bank. The contracts will be negotiated in the over-the-counter market and will be settled financially. The instruments may provide for the need for giving collateral for net exposures above a certain level.

5.      Describe agreements or existing voting instructions between the company and the counterparty to the transactions, if any;

The Company or the hired bank will carry out the transactions in the stock exchange, at B3 S.A. – Brasil, Bolsa, Balcão (“B3”) and, therefore, it will not be possible to specify in advance who the counterparties in the transactions will be. In any case, the Company does not intend to enter into agreements or voting guidelines with such counterparties.

6.      In the event of transactions carried out outside organized securities markets, inform: a. the maximum (minimum) price at which the shares will be acquired (sold); and b. if applicable, the reasons that justify the operation at prices more than 10% (ten percent) higher, in the case of buyback, or more than 10% (ten percent) lower, in the case of sale, than the average the stock quotes, weighted by volume, in the 10 (ten) previous trading sessions;

Not applicable, since the Company will carry out the transactions in the stock exchange, at B3.

7.   Inform, if any, the impacts that the negotiation will have on the composition of the shareholding control or the administrative structure of the company;

There will be no significant impacts on the Company’s shareholding composition or its administrative structure.

8.    Identify the counterparties, if known, and, in the event that the counterparty is a party related to the company, as set out in the accounting rules that cover this matter, also provide information required by art. 9 of CVM Resolution No. 81, of March 29, 2022;

The Program’s transactions will be carried out in the stock exchange, so it will not be possible to specify the counterparties of each transaction in advance. Additionally, the Company will observe the terms of the Material Notice Disclosure and Securities Trading Policies, especially regarding transactions made (i) by the Company itself, and (ii) by its management and other people subject to the policies, with due precautions, including to prevent them from being counterparties in the transactions.

ULTRAPAR PARTICIPAÇÕES S.A.

Publicly Traded Company

CNPJ Nr. 33.256.439/0001-39

NIRE 35.300.109.724

ULTRAPAR’S SHARES BUYBACK PROGRAM

São Paulo, November 28, 2024 – Ultrapar Participações S.A. (“Company”), in compliance with CVM Resolution 44/21, 77/22 and 80/22, hereby informs that, the Board of Directors approved on this date Ultrapar’s Shares Buyback Program (“Program”).

The Program is limited to a maximum of 25,000,000 common shares and will last for 12 (twelve) months, starting from December 2, 2024. The shares bought back may be used in the Company’s stock-based incentive plan, held in treasury, and/or subsequently canceled or sold.

The Company will always buy back the shares in the stock exchange, in the cash market, observing the deadlines and limits set in the Program and other limitations provided for in the applicable regulations.

Additional information about the purposes, justifications, terms, and conditions applicable to the Program, in accordance with Exhibit G of CVM Resolution 80/22, can be found in Exhibit I below, on the Company’s Investor Relations page, in the CVM Empresas.NET System (www.cvm.gov.br), as well as on the website of B3 S.A. – Brasil, Bolsa Balcão (www.b3.com.br), as an attachment to the minutes of the meeting of the Board of Directors held on this date.

Rodrigo de Almeida Pizzinatto

Chief Financial and Investor Relations Officer

Ultrapar Participações S.A.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 28, 2024                           

(Minutes of the Meeting of the Board of Directors of Ultrapar Participações S.A., held on November 28, 2024, and Material notice)