SCHEDULE: XP Control LLC Adjusts Stake in XP Inc.

XP Control LLC and Guilherme Dias Fernandes Benchimol reported a realignment of interests within XP Control LLC, leading to a slight decrease in their beneficial ownership of XP Inc. Class A common shares.

Summary

• XP Control LLC and Guilherme Dias Fernandes Benchimol, as Reporting Persons, filed an Amendment No. 5 to their Schedule 13D regarding their beneficial ownership of XP Inc. Class A Common Shares.
• The filing reports a realignment of interests within XP Control LLC, where certain indirect controlling shareholders (Bruno Constantino Alexandre dos Santos, Bernardo Amaral Botelho, and Gabriel Klas da Rocha Leal, collectively 'Specified Persons') ceased to be indirect controlling shareholders of XP Control LLC as of February 11, 2026.
• XP Control LLC purchased all indirect beneficial interests held by Bruno Constantino Alexandre dos Santos for cash and 1,623,257 Class A common shares (resulting from the conversion of Class B shares).
• A portion of the indirect interests held by Bernardo Amaral Botelho and Gabriel Klas da Rocha Leal was acquired by XP Control LLC for cash, with the remaining portion converted into non-voting interests subject to a repurchase right.
• The repurchase right allows XP Control LLC to acquire up to an additional 7,770,332 Class A common shares (converted from Class B shares) at any time.
• As a result of these transactions, the Reporting Persons' beneficial ownership of XP Inc. Class A common shares decreased from 103,375,726 to 101,752,469 shares, representing 19.6% of the Class A common shares.
• If the repurchase right is fully exercised, the Reporting Persons' beneficial ownership could further decrease to 93,982,137 Class A common shares, representing 18.1% of the Class A common shares.
• The percentage ownership calculation treats Class B common shares as converted into Class A common shares and does not reflect the ten-for-one voting power of Class B shares.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive. While there's a slight decrease in the reporting persons' beneficial ownership, the realignment of interests within the controlling entity suggests a structured and agreed-upon internal adjustment rather than a forced divestiture, potentially leading to a more streamlined governance structure for XP Control LLC.

Positives

• The realignment of interests within XP Control LLC provides clarity on the ownership structure of the entity controlling a significant stake in XP Inc.

Negatives

• The Reporting Persons' beneficial ownership of XP Inc. Class A common shares decreased by 1,623,257 shares as a direct result of the realignment.
• There is a potential for a further decrease in the Reporting Persons' beneficial ownership by up to 7,770,332 Class A common shares if the repurchase right is fully exercised.

Risks

• The Reporting Persons' beneficial ownership of XP Inc. Class A common shares may be further decreased by up to 7,770,332 shares (from 101,752,469 to 93,982,137 shares, representing 18.1%) if XP Control LLC exercises its repurchase right in full.

Future Outlook

The future outlook includes the potential for XP Control LLC to exercise a repurchase right for up to 7,770,332 Class A common shares, which would further decrease the Reporting Persons' beneficial ownership to 18.1% of the Class A common shares.

Management Comments

• No direct quotes from company management were provided in this filing. The filing details actions taken by XP Control LLC and its indirect shareholders.

Industry Context

StockSavvy.ai notes that internal ownership realignments, particularly within controlling entities of publicly traded companies, are common as companies mature or as founding shareholder groups adjust their individual stakes. The dual-class share structure of XP Inc., granting Class B shares ten votes per share, is a mechanism often employed by growth companies to maintain founder control, a trend seen across various technology and financial services firms globally.

Comparison to Industry Standards

• The dual-class share structure of XP Inc., with Class B shares carrying ten votes per Class A share, is a common governance model among technology and growth-oriented companies, similar to structures seen in companies like Alphabet (GOOGL) and Meta Platforms (META), designed to ensure long-term strategic control by founders or key management.
• The reported beneficial ownership of 19.6% (potentially 18.1%) for the controlling entity, XP Control LLC, is a significant stake, though not an outright majority, indicating a strong influence over XP Inc.'s direction, comparable to substantial institutional investor stakes in other financial technology firms.

Management Changes

Corporate Governance

Related Party Transactions

• XP Control LLC purchased beneficial interests from Bruno Constantino Alexandre dos Santos, Bernardo Amaral Botelho, and Gabriel Klas da Rocha Leal, who were indirect controlling shareholders of XP Control LLC. This constitutes a related party transaction involving the realignment of ownership within the controlling entity.

Stakeholder Impact

• Shareholders of XP Inc. will observe a slight decrease in the beneficial ownership percentage held by the primary controlling entity, XP Control LLC, and its key individual, Guilherme Dias Fernandes Benchimol. However, the overall control structure and strategic direction are expected to remain consistent.
• The Specified Persons (Bruno Constantino Alexandre dos Santos, Bernardo Amaral Botelho, and Gabriel Klas da Rocha Leal) have adjusted their indirect stakes in XP Control LLC, with some receiving cash and Class A shares, and others converting to non-voting interests, impacting their individual financial positions and influence within the controlling entity.

Next Steps

• XP Control LLC may exercise its repurchase right to acquire up to an additional 7,770,332 Class A common shares from Bernardo Amaral Botelho and Gabriel Klas da Rocha Leal's non-voting interests.

Key Dates

Recommendation

This Schedule 13D/A filing primarily details an internal realignment of ownership interests within XP Control LLC, the entity that holds a significant stake in XP Inc. While it reports a slight decrease in the beneficial ownership percentage of XP Inc. by the Reporting Persons, it does not indicate any fundamental changes to XP Inc.'s operational performance, strategic direction, or financial health. The transaction appears to be a planned adjustment among key stakeholders rather than a signal of distress or a major shift in control that would warrant a strong buy or sell recommendation. Therefore, a 'hold' recommendation is appropriate as the filing does not present new information that would significantly alter the investment thesis for XP Inc.

Keywords

XP Inc., Schedule 13D, beneficial ownership, Class A common shares, Class B common shares, corporate governance, shareholder realignment, investment management, financial services, Cayman Islands