SCHEDULE: XP Inc. Schedule 13D Amendment Filed

XP Inc. files Schedule 13D amendment detailing changes in beneficial ownership and a recent transaction involving Class A and Class B common shares.

Summary

• XP Control LLC and Guilherme Dias Fernandes Benchimol have filed an amendment to their Schedule 13D filing concerning XP Inc.'s Class A common shares.
• The amendment reports a decrease in beneficial ownership for XP Control LLC from 101,752,469 to 96,797,602 Class A common shares.
• This decrease is due to XP Control LLC exercising its Repurchase Right on July 2, 2026, to purchase non-voting interests held indirectly by Gabriel, resulting in the transfer of 4,954,867 Class A common shares.
• The filing also notes that further decrease in beneficial ownership of up to 2,815,465 Class A common shares is possible if the Repurchase Right is exercised in full.
• The reporting persons' beneficial ownership is calculated based on outstanding Class A shares, converted Class B shares, and Class B shares issuable upon exercise.
• XP Inc. has Class A common shares with one vote per share and Class B common shares with ten votes per share, though the percentage ownership reported treats Class B shares as converted to Class A for calculation purposes.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it primarily reports on a completed transaction and potential future changes in ownership without indicating significant positive or negative operational news.

Positives

• XP Control LLC successfully exercised its Repurchase Right, consolidating ownership.
• The filing provides a clear breakdown of share ownership calculations, including issued and outstanding shares, converted shares, and potential future conversions.
• The management structure of XP Control LLC is clearly defined with Guilherme Dias Fernandes Benchimol and Fabricio Cunha de Almeida listed as managers.

Negatives

• Beneficial ownership of Class A common shares has decreased for the reporting persons.
• There is a potential for further decrease in beneficial ownership, indicating a reduction in control or stake.
• The transaction involved the transfer of shares, which could signal a shift in the underlying ownership structure.

Risks

• Potential for further decrease in beneficial ownership of up to 2,815,465 Class A common shares if the Repurchase Right is exercised in full.
• The complex structure of Class A and Class B shares with differing voting rights could lead to confusion or impact governance dynamics.

Future Outlook

The filing indicates a potential for further reduction in beneficial ownership if the Repurchase Right is exercised in full, which could impact the reporting persons' stake in XP Inc.

Management Comments

• 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.
• 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.
• 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.

Industry Context

StockSavvy.ai notes that this Schedule 13D amendment is typical for significant shareholders in publicly traded companies, particularly those with dual-class share structures like XP Inc., to report changes in beneficial ownership and strategic transactions.

Related Party Transactions

• XP Control LLC exercised its Repurchase Right to purchase non-voting interests in XP Control LLC held indirectly by Gabriel, involving the transfer of 4,954,867 Class A common shares.

Stakeholder Impact

• Shareholders: The changes in beneficial ownership and potential future reductions may influence voting power and market perception of control.
• Management: The transaction and potential future changes could impact the strategic direction and governance of XP Inc.

Next Steps

• Monitor potential further exercise of the Repurchase Right, which could lead to an additional decrease in beneficial ownership.
• Observe any future filings or announcements from XP Inc. that might provide context for these ownership changes.

Key Dates

Keywords

Schedule 13D, XP Inc., XP Control LLC, Beneficial Ownership, Class A Common Shares, Class B Common Shares, Shareholder Rights, SEC Filing, Amendment, Repurchase Right