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Tear Sheet:

Vibra Energia S.A.

(Editor's Note: S&P Global Ratings believes there is a high degree of unpredictability around the duration and scale of the Middle East war, and its potential effect on commodity prices, supply chains, economies, and credit conditions. As a result, our baseline forecasts carry a significant amount of uncertainty. As situations evolve, we will gauge the macro and credit materiality of potential shifts and reassess our guidance accordingly.)

This report does not constitute a rating action.

Although Petrobras (BB/Stable/--) continues to soften the volatility of international oil prices with adjustments consistent with its pricing policy, market prices have increased, especially for diesel (up 23% year-to-date per the Brazilian National Agency of Petroleum, Natural Gas, and Biofuels), which is 25%-30% imported. Gasoline is also up (8% year-to-date), supporting Vibra's top line results.

We forecast the company's recurrent EBITDA margin per cubic meter will be Brazilian real (R$) 191 in 2026 and around R$180 in 2027, up from R$151.2 in 2025. This would resulting in adjusted EBITDA of R$7.5 billion--up significantly from R$5.6 billion in 2025, though slightly below our prior expectation due to last year's slower-than-anticipated margin expansion (mainly in the first half).

We expect capital expenditure of R$1.9 billion in 2026 and R$1.8 billion in 2027, down from R$2.1 billion in 2025, as Vibra completes projects, allowing for FOCF of R$3.3 billion in 2026 and R$5.0 billion in 2027. We expect dividends to remain 40% of prior-year net income in the next two years.

Primary Contact

Sao Paulo

55-11-3039-9775

matheus.cortes @spglobal.com

Secondary Contact

Sao Paulo

55-11-3039-9758

flavia.bedran @spglobal.com

Ratings Score Snapshot

Business risk: Satisfactory

Vulnerable Excellent

Financial risk: Significant

Anchor

SACP

ICR

Highly leveraged

Minimal

Modifiers Group/Gov't

ICR--Issuer credit rating. SACP--Stand-alone credit profile.

Recent Research

• S&P Global Ratings Raises WTI and Brent Price Assumptions Amid Uncertainty Following Announced Ceasefire, April 10, 2026

• Vibra Energia S.A. Assigned 'BBB-' Issuer Credit Rating; Outlook Stable, Sept. 23, 2025

  Company Description

  Vibra is Brazil's leading fuel distributor, operating through a network of more than 7,500 service centers, close to 1,400 convenience stores, and a sizable logistics framework. This frame includes 41 owned operating bases, stakes in 13 joint bases (pools with partners), 28 joint storage facilities with other distributors, and 14 logistics operators, totaling 96 operational units. Vibra also has one lubricant industrial plant (the largest in Latin America), 11 lubricant depots, six lubricant logistics operators, and operates in 94 airports and 10 ports throughout Brazil's five regions. In 2025, the company sold 35.9 million cubic meters of fuel.

  Vibra operates using the Petrobras brands, through a license agreement through 2029, and with proprietary brands, such as BR Mania and Lubrax. In addition, through wholly owned subsidiary Comerc, Vibra owns 2.2 gigawatts of renewable capacity, operating both centralized and distributed energy, energy trading, and energy solutions.

  Vibra is a publicly traded company. Its largest shareholders are José Odvar Lopes, through Fundo Infiniti JL, with close to a 12% stake, followed by Dynamo (9.99%), Previ (5.24%), Blackrock (5.22%), and Lazard Asset Management (5.0%). José Odvar and Previ are the only shareholders that hold seats on the executive board.

  Outlook

  The stable outlook reflects our view that Vibra will continue to benefit from favorable market dynamics for its distribution business, with higher volumes and prices increasing margins. At the same time, we expect the company to focus on improving results and capturing synergies at Comerc's level. We expect net adjusted leverage to decline to 2.0x-2.5x by year-end 2026 and improve in subsequent years from consistent EBITDA and cash flow.

  The outlook also incorporates our expectation that cash sources will continue to exceed uses by more than 1.2x and will be sufficient for Vibra to pass the stress test to be rated above Brazil (BB/Stable/B).

  Downside scenario

  We could lower our ratings on Vibra if:

• We take a similar rating action on Brazil, because we believe the company can be rated only up to two notches above the Brazilian sovereign, given its high sensitivity to the domestic economy.

• Higher competition in the fuel distribution segment and inventory volatility hurt volumes and cash flow, restricting the company's ability to maintain improvements in EBITDA and leverage ratios, with adjusted debt to EBITDA consistently close to or above 3.0x and funds from operations (FFO) to debt below 20%.

• The company adopts a more aggressive approach to capital allocation, mostly toward mergers and acquisitions or shareholders' remuneration, which would pressure free operating cash flow (FOCF) and Vibra's liquidity, potentially limiting its ability to be rated above the Brazilian sovereign.

  Upside scenario

  A positive rating action on Vibra would depend on a similar action on Brazil coupled with an upward revision of Vibra's stand-alone credit profile. An upgrade of Vibra would also depend on the company's ability to maintain growing margins in an economic downturn. In such a scenario, we would need to see Vibra maintaining debt to EBITDA consistently below 1.5x and consistent FOCF throughout the cycles, even amid potential higher capital expenditure and dividend payouts.

  Key Metrics

  Vibra Energia S.A.--Forecast summary

  Period ending	Dec-31-2022	Dec-31-2023	Dec-31-2024	Dec-31-2025	Dec-31-2026	Dec-31-2027	Dec-31-2028	Dec-31-2029
  (Mil. BRL)	2022a	2023a	2024a	2025a	2026e	2027f	2028f	2029f
  Revenue	181,446	162,947	172,272	189,256	233,449	226,635	230,835	239,214
  Gross profit	8,042	8,915	8,795	9,627	12,952	12,749	13,309	13,848
  EBITDA (reported)	4,514	8,097	9,323	5,894	8,161	8,087	8,555	8,919
  Plus: Operating --lease adjustment (OLA) rent		--	--	--	--	--	--	--
  Plus/(less): (1,091) Other		(3,491)	(3,999)	(255)	(700)	(700)	(700)	(700)
  EBITDA 3,423		4,606	5,324	5,639	7,461	7,387	7,855	8,219
  Less: Cash (943) interest paid		(1,447)	(1,314)	(2,613)	(2,738)	(2,175)	(1,814)	(1,569)
  Less: Cash (478) taxes paid		(52)	(64)	(462)	(30)	(34)	(40)	(43)
  Plus/(less): --		--	--	--	--	--	--	--

  Other

  Vibra Energia S.A.--Forecast summary

  Funds from 2,002 operations (FFO)		3,107	3,946	2,564	4,693	5,178	6,001	6,607
  EBIT 3,140		4,500	5,515	5,304	6,511	6,567	7,020	7,226
  Interest expense 1,234		1,480	1,450	2,800	2,738	2,175	1,814	1,569
  Cash flow from 1,017 operations (CFO)		5,516	3,139	4,775	5,276	6,780	5,888	6,723
  Capital 1,371 expenditure (capex)		1,321	1,432	2,070	1,906	1,800	1,865	1,934
  Free operating (354) cash flow (FOCF)		4,195	1,707	2,705	3,370	4,980	4,022	4,789
  Dividends 490		401	1,528	1,547	792	1,389	2,372	3,210
  Share 234 repurchases (reported)		--	29	47	--	--	--	--
  Discretionary (1,078) cash flow (DCF)		3,794	150	1,111	2,579	3,591	1,650	1,579
  Debt (reported) 16,557		14,770	20,449	22,365	20,582	18,721	15,564	13,564
  Plus: Lease 834 liabilities debt		748	359	851	851	851	851	851
  Plus: Pension 508 and other postretirement debt		784	475	779	779	779	779	779
  Less: (4,145) Accessible cash and liquid Investments		(6,666)	(10,480)	(3,647)	(4,443)	(6,173)	(4,666)	(4,245)
  Plus/(less): --		--	--	--	--	--	--	--
  Other
  Debt	13,754	9,636	10,803	20,348	17,769	14,178	12,528	10,949
  Equity	12,613	15,731	20,385	20,741	23,422	25,987	28,200	29,926
  FOCF (adjusted for lease capex)	(542)	4,126	1,602	2,693	3,370	4,980	4,022	4,789
  Interest expense (reported)	1,142	1,389	1,341	2,713	2,738	2,175	1,814	1,569
  Capex (reported)	727	742	1,134	1,452	1,906	1,800	1,865	1,934
  Cash and short-term investments (reported)	4,145	6,666	10,480	3,647	4,443	6,173	4,666	4,245
  Adjusted ratios
  Debt/EBITDA (x)	4.0	2.1	2.0	3.6	2.4	1.9	1.6	1.3
  FFO/debt (%)	14.6	32.2	36.5	12.6	26.4	36.5	47.9	60.3
  FFO cash interest coverage (x)	3.1	3.1	4.0	2.0	2.7	3.4	4.3	5.2
  EBITDA interest coverage (x)	2.8	3.1	3.7	2.0	2.7	3.4	4.3	5.2
  CFO/debt (%)	7.4	57.2	29.1	23.5	29.7	47.8	47.0	61.4
  FOCF/debt (%)	(2.6)	43.5	15.8	13.3	19.0	35.1	32.1	43.7
  DCF/debt (%)	(7.8)	39.4	1.4	5.5	14.5	25.3	13.2	14.4

  Vibra Energia S.A.--Forecast summary

  Lease capex-adjusted FOCF/debt (%)	(3.9)	42.8	14.8	13.2	19.0	35.1	32.1	43.7
  Annual revenue growth (%)	39.4	(10.2)	5.7	9.9	23.4	(2.9)	1.9	3.6
  Gross margin (%)	4.4	5.5	5.1	5.1	5.5	5.6	5.8	5.8
  EBITDA margin (%)	1.9	2.8	3.1	3.0	3.2	3.3	3.4	3.4
  Return on capital (%)	12.7	17.4	19.5	14.7	15.8	16.1	17.4	17.7
  Return on total assets (%)	8.4	10.6	11.9	9.6	10.3	10.1	10.8	11.0
  EBITDA/cash interest (x)	3.6	3.2	4.1	2.2	2.7	3.4	4.3	5.2
  EBIT interest coverage (x)	2.5	3.0	3.8	1.9	2.4	3.0	3.9	4.6
  Debt/debt and equity (%)	52.2	38.0	34.6	49.5	43.1	35.3	30.8	26.8
  Debt fixed-charge coverage (x)	2.8	3.1	3.7	2.0	1.7	1.8	1.6	2.3
  Debt/debt and undepreciated equity (%)	52.2	38.0	34.6	49.5	43.1	35.3	30.8	26.8

  All figures are adjusted by S&P Global Ratings, unless stated as reported. a--Actual. e--Estimate. f--Forecast. R$--Brazilian real.

  Liquidity

  We continue to view Vibra's liquidity as adequate. We forecast its cash sources-over-uses ratio to be above 2.0x in 2026, along with a positive A-B ratio, even if EBITDA were to decline 15% from our base-case scenario. Such factors, combined with our expectations of solid cash FFO generation supported by the current operational environment and recurrent liability management, should be more than enough to support Vibra's expected investments, working capital outflows, and dividends.

  The company has maintained a solid cash position in recent years. In addition, the company has a sound relationship with the major banks in Brazil and good standing in domestic credit markets.

  Going forward, we would need to see Vibra being able to support such a comfortable cushion on a consistent basis, even amid potential higher volatility of cash flow, to unlock the potential for a stronger liquidity assessment.

  Principal liquidity uses Principal liquidity sources

  • Cash and cash equivalents available of R$3.6 billion as of Dec. 31, 2025

  • Expected FFO of R$7.4 billion in 2026

  • Proceeds from the 10th debentures issuance of R$1.6 billion issued in April 2026

  • Short-term debt of R$1.1 billion as of Dec. 31, 2025

  • Working capital outflows of R$2.1 billion in 2026

  • Full capital expenditure of R$1.9 billion in 2026

  • Dividends payment of R$792 million in 2026

    Covenant Analysis

    Requirements

    Vibra has no financial covenants in its debt.

    Comerc has covenants on part of its debt, which it has been complying with. Only the leverage covenant would cause a nonautomatic debt acceleration if breached. In this case, the company would have to call for a debentures holders' assembly to vote on the matter. The debt service coverage ratios covenant, if breached, would not cause a debt acceleration, but limits dividend payouts and capital reduction at Comerc's level.

• Net debt to EBITDA below 5.25x, measured quarterly

• Debt service coverage ratio below 1.2x, measured annually

• Debt service coverage ratio below 1.05x, measured semiannually

  Compliance expectations

  We expect Comerc to continue to comply with the covenants with a more comfortable cushion, because Vibra has been prepaying part of the higher-cost debt at the subsidiary level since it incorporated Comerc.

  Environmental, Social, And Governance

  Environmental factors are a negative consideration in our credit rating analysis of Vibra. Operating as a fuel and lubricant distributor, it has substantial exposure to oil-derived products, which account for the bulk of its revenue and cash flow. The uncertainties regarding the longterm effects of the energy transition and potential decline in fossil fuel consumption affect our evaluation of environmental factors for Vibra.

  Nevertheless, Vibra has diversified its portfolio by investing in renewable energy and promoting energy efficiency, with the full acquisition of Comerc in 2025. The company has several initiatives aimed at reducing greenhouse gas emissions in operations, targeting carbon neutrality by 2050.

  Rating Component Scores Foreign currency issuer credit rating BBB-/Stable/-- Local currency issuer credit rating BBB-/Stable/-- Business risk Satisfactory

  Country risk Moderately High

  Industry risk Intermediate

  Competitive position Satisfactory

  Financial risk Significant

  Cash flow/leverage Significant

  Anchor bbb- Modifiers

  Diversification/portfolio effect Neutral (no impact)

  Capital structure Neutral (no impact)

  Financial policy Neutral (no impact)

  Liquidity Adequate (no impact)

  Management and governance Neutral (no impact)

  Comparable rating analysis Neutral (no impact)

  Stand-alone credit profile bbb-

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