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XP Inc.
XP
Amendment
Ownership

18.70%

Total Shares

96,797,602

Issuer CIK

1787425

Event Date

Jul 5, 2026

Accepted

Jul 7, 2026, 04:35 PM

SEC EDGARView Original Filing
Reporting Persons (2)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
XP Control LLC
CO
18.70%96,797,60296,797,6020
Guilherme Dias Fernandes Benchimol
Holding Company
18.70%96,797,60296,797,6020
Disclosure Items (5)

Security Title

Class A Common Shares, par value $0.00001 per share

Issuer Name

XP Inc.

Issuer Address

20, Genesis Close, Grand Cayman, E9, KY-1-1208

Item 3 of the Schedule 13D is hereby amended to add the following: The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 3, as applicable.

Item 4 of the Schedule 13D is hereby amended to add the following: On July 2, 2026, XP Control LLC exercised its Repurchase Right to purchase all of the non-voting interests in XP Control LLC held indirectly by Gabriel for 4,954,867 Class A common shares (resulting from the conversion of the corresponding number of Class B common shares of the Issuer held by XP Control LLC). As a result of XP Control LLC's transfer of the Class A common shares to Gabriel's investment vehicle, the Reporting Persons' beneficial ownership of the Class A common shares decreased from 101,752,469 Class A common shares to 96,797,602 Class A common shares. In addition, if the Repurchase Right is exercised in full, the Reporting Persons' beneficial ownership of the Class A common shares may be further decreased by up to 2,815,465 Class A common shares. Except as set forth herein, the Reporting Persons have no present plans or proposals which relate to or would result in any of the matters set forth in this Item 4.

Percentage of Class

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The information contained on the cover pages to this Schedule 13D is incorporated herein by reference.

Number of Shares

The information contained on the cover pages to this Schedule 13D is incorporated herein by reference.

Transactions

Except for the transactions described in Item 4 of this Schedule 13D, the Reporting Persons have not engaged in any transaction during the past 60 days involving the Class A common shares.

Shareholders

To the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A common shares beneficially owned by the Reporting Persons.

Date of 5% Ownership

Not applicable.

Exhibit A. Managers and Officers of XP Control LLC. Exhibit B. Joint Filing Agreement among the Reporting Persons.

XP Inc. — Schedule 13D | 13D Filings