SCHEDULE: General Atlantic Amends XP Inc. Stake, Sells Shares

General Atlantic and its affiliates updated their beneficial ownership in XP Inc., reporting sales of Class A common shares and the termination of a key shareholders' agreement.

Summary

• General Atlantic and its affiliated entities collectively beneficially own 22,758,833 Class A common shares of XP Inc., representing 5.4% of the class.
• This ownership is calculated based on 422,371,276 Class A common shares outstanding, which excludes 1,583,853 Class A common shares held in treasury by XP Inc.
• The Second Amendment to the Shareholders' Agreement, dated October 1, 2021, was terminated on July 7, 2023.
• The termination agreement grants GA XP the right to appoint one member to XP Inc.'s board of directors, provided GA XP's ownership remains at or above 2% of the total capital stock.
• Certain clauses of the original Shareholders' Agreement, including confidentiality, arbitration, and applicable law, will remain in effect for specified periods.
• Reporting Persons sold 2,700,000 Class A common shares on December 2, 2025, at an average price of $20.04 per share.
• An additional 58,900 Class A common shares were sold on December 4, 2025, at an average price of $19.94 per share.
• An internal reorganization of GA LP's holding structure occurred on May 9, 2025, where GA Bermuda XP contributed all of its interests in XP Inc. to GA XP.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the reduction in beneficial ownership through share sales by a significant investor group. While a board seat is retained, the overall action indicates a partial exit or reduced commitment, which can be viewed unfavorably by the market.

Positives

• GA XP retains the right to appoint one board member to XP Inc. as long as its ownership is 2% or greater, indicating continued influence in corporate governance.

Negatives

• General Atlantic and its affiliates have reduced their stake in XP Inc. through open market sales, totaling 2,758,900 shares, which could signal a partial exit or rebalancing of their investment.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance from the company or the reporting persons regarding XP Inc.'s future performance.

Industry Context

This filing reflects a private equity firm's adjustment of its stake in a publicly traded financial services company. The reduction in stake by General Atlantic could be part of a broader portfolio rebalancing strategy or a response to market conditions, common in the investment management industry.

Comparison to Industry Standards

• This filing is a standard disclosure of beneficial ownership changes and does not contain information that allows for a direct comparison of XP Inc.'s operational results or financial performance against industry benchmarks or specific comparable companies/projects.

Corporate Governance

Stakeholder Impact

• Shareholders: The reduction in General Atlantic's stake and the termination of the Shareholders' Agreement could be interpreted as a decrease in institutional confidence or a strategic portfolio adjustment, potentially influencing market perception and share price.
• Board of Directors: General Atlantic retains a right to board representation, ensuring its perspective continues to be heard in governance decisions, provided its ownership threshold is met.

Next Steps

• General Atlantic will continue to file amendments to this Schedule 13D as required by Rule 13d-1(k)(1).
• GA XP retains the right to appoint one member to the Company's board of directors as long as its ownership interest is 2% or greater.
• Certain clauses of the terminated Shareholders' Agreement, including confidentiality, will remain in force for five years.

Key Dates

Recommendation

The filing indicates a reduction in General Atlantic's stake in XP Inc. through open market sales and the termination of a significant shareholders' agreement. While General Atlantic retains a board seat right, the overall action suggests a partial exit or rebalancing rather than a strong vote of confidence or increased commitment. This could signal a neutral to slightly negative outlook from a major investor. Without further information on XP Inc.'s operational performance or General Atlantic's specific rationale, a 'hold' recommendation is prudent, advising investors to monitor future developments and the company's performance.

Keywords

XP Inc., General Atlantic, Schedule 13D/A, Beneficial Ownership, Share Sales, Shareholders Agreement, Corporate Governance, Financial Services, Investment Management, SEC Filing