XP Inc director plans $2.4M stock sale

Rhea-AI Filing Summary

XP Inc. (XP) received a notice under Rule 144 that director Dos Santos Bruno Constantino Alexandre intends to sell 123,257 Class A common shares, with an aggregate market value of $2,413,885.62, out of 415,368,323 Class A shares outstanding, through UBS Financial Services Inc.

The shares were issued on February 26, 2026 to Ganesha LLC, which received 1,623,257 Class A shares as consideration for its exit from XP Control LLC; Bruno Constantino Santos serves as manager of Ganesha LLC and beneficially owns it through an irrevocable trust.

Key Figures

Shares to be sold: 123,257 Class A common shares Aggregate market value of planned sale: $2,413,885.62 Class A shares outstanding: 415,368,323 shares +4 more

7 metrics

Shares to be sold 123,257 Class A common shares Planned sale under Rule 144 by a director-associated holder

Aggregate market value of planned sale $2,413,885.62 Value of 123,257 Class A shares covered by the notice

Class A shares outstanding 415,368,323 shares Outstanding Class A common shares of XP Inc. referenced in the notice

Approximate date of sale September 16, 2026 Approximate date the Rule 144 shares are expected to be sold

Shares received by Ganesha LLC 1,623,257 Class A common shares Shares issued to Ganesha LLC in exchange for its equity interest in XP Control LLC

Date shares issued to Ganesha LLC February 26, 2026 Acquisition date of the 1,623,257 Class A shares by Ganesha LLC

Signature date September 17, 2026 Date the Form 144 notice was signed by Dos Santos Bruno Constantino Alexandre

Key Terms

Rule 144, beneficially owns, irrevocable trust, aggregate market value

4 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

beneficially owns financial

"beneficially owns Ganesha LLC through an irrevocable trust"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

irrevocable trust financial

"through an irrevocable trust that holds interests in Ganesha LLC"

An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.

aggregate market value financial

"123257 | 2413885.62 | 415368323"

Aggregate market value is the combined price you would pay to buy all outstanding shares of a company or all companies in a group at current market prices — essentially the sum of each stock’s market capitalization. It matters to investors because it shows the overall size and weight of an investment or sector (like the total cost to buy every piece of a puzzle), helps compare scale across companies or markets, and influences index composition and risk exposure.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the Form 144 filing disclose for XP (XP Inc.)?

It discloses that director Dos Santos Bruno Constantino Alexandre, through interests in Ganesha LLC, intends to sell 123,257 Class A common shares of XP Inc. under Rule 144, with sales to be executed through UBS Financial Services Inc.

How many XP (XP Inc.) shares are planned to be sold under this Rule 144 notice?

The notice states an intended sale of 123,257 Class A common shares of XP Inc., with an aggregate market value of $2,413,885.62 at the time of the filing.

What percentage of XP (XP Inc.) outstanding shares does this planned Rule 144 sale represent?

The filing shows 123,257 shares planned for sale versus 415,368,323 Class A shares outstanding. This indicates that the planned sale represents a small fraction of the total outstanding Class A shares.

When were the XP (XP Inc.) shares to be sold acquired by Ganesha LLC?

The filing states that the Class A common shares were received on February 26, 2026 by Ganesha LLC as consideration for its exit from XP Control LLC.

How many XP (XP Inc.) shares did Ganesha LLC receive in the XP Control LLC transaction?

Ganesha LLC received 1,623,257 Class A common shares of XP Inc., described as shares issued to Ganesha LLC in exchange for its equity interest in XP Control LLC on February 26, 2026.

What is the relationship of Bruno Constantino Santos to Ganesha LLC in the XP (XP Inc.) filing?

The filing states that Bruno Constantino Santos serves as manager of Ganesha LLC and beneficially owns Ganesha LLC through an irrevocable trust that holds interests in Ganesha LLC.

Through which broker will the XP (XP Inc.) Rule 144 sale be executed?

The planned sale is to be executed through UBS Financial Services Inc., UBS International Division, located at 1285 Avenue of the Americas, 19th Floor, New York, NY 10019.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/17/2026 - 09:46 PM Accepted by SEC EDGAR 09/17/2026 - 09:45 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0002117047
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	XP Inc.
SEC File Number	001-39155
Address of Issuer	20, Genesis Close Grand Cayman George Town CAYMAN ISLANDS KY-1-1208
Phone	55-11-3075-0429
Name of Person for Whose Account the Securities are To Be Sold	Dos Santos Bruno Constantino Alexandre
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Director

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A common shares	UBS Financial Services Inc. UBS International Division 1285 Avenue of the Americas, 19th Floor New York NY 10019	123257	2413885.62	415368323	09/16/2026	NGSM

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A common shares	02/26/2026	Shares received by Ganesha LLC as consideration for its exit from XP Control LLC. Bruno Constantino Santos serves as manager of Ganesha LLC and beneficially owns Ganesha LLC through an irrevocable trust that holds interests in Ganesha LLC.	XP Inc.			1623257	02/26/2026	Shares issued to Ganesha LLC in exchange for its equity interest in XP Control LLC.

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks
Date of Notice	09/17/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Dos Santos Bruno Constantino Alexandre
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)