ControlCo stake shifts as XP Inc. (NASDAQ: XP) realigns leadership

Rhea-AI Filing Summary

XP Inc. is realigning the ownership structure of its controlling entity, XP Control LLC, as part of a planned leadership transition. Senior executives Thiago Maffra and José Berenguer are expected to become voting interest holders in XP Control LLC, joining existing controllers including Guilherme Dias Fernandes Benchimol.

ControlCo will acquire the voting equity interests held by Bruno Constantino Alexandre dos Santos, Bernardo Amaral Botelho and Gabriel Klas da Rocha Leal in exchange for cash and Class A common shares of XP. As a result, the beneficial ownership of Class A common shares held by ControlCo, assuming conversion of a corresponding number of Class B shares, will decrease to 18%, while ControlCo will continue to control at least 69% of XP’s voting power, with Benchimol remaining its majority unitholder.

Constantino will immediately cease to be a partner of ControlCo, while Botelho and Leal will remain as non-voting partners. All three will continue as members of XP’s Board of Directors. XP states that this evolution is intended to strengthen governance, stabilize its control structure, and support long-term sustainability.

Insights

Corporate governance analyst

XP reshapes its controlling entity while preserving voting control.

XP Inc. is shifting voting interests inside XP Control LLC, bringing senior executives Thiago Maffra and José Berenguer into the controlling group and buying out voting stakes from three existing partners using cash and Class A common shares.

After the transaction, ControlCo’s beneficial ownership of Class A shares, assuming conversion of Class B, drops to 18%, yet it will still control at least 69% of XP’s voting power. Guilherme Dias Fernandes Benchimol remains the majority unitholder of ControlCo, which helps maintain continuity in ultimate control.

The three departing voting partners will keep Board seats and, in two cases, non-voting partnership status, so institutional knowledge is retained even as voting stakes move to active executives. Future disclosures in company filings may provide additional detail on how these governance changes influence strategic decision-making.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K  

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

Commission File Number: 001-39155 

XP Inc. 

(Exact name of registrant as specified in its charter)

20, Genesis Close

Grand Cayman, George Town 

Cayman Islands KY-1-1208 

+55 (11) 3075-0429 

(Address of principal executive office)  

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: 

Form 20-F ☒    Form 40-F ☐ 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ☐    No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ☐    No ☒  

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	XP Inc.
	By:	/s/ Victor Andreu Mansur Farinassi
		Name: Victor Andreu Mansur Farinassi
		Title:   Chief Financial Officer

Date: February 12, 2026

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated February 12, 2026 – XP Inc.’s Statement Regarding Realignment of Interests in XP Control LLC

Exhibit 99.1

 

XP Inc.’s Statement Regarding Realignment of Interests in XP Control LLC

São Paulo, Brazil, February 12, 2026 – XP Inc. (Nasdaq: XP), announced today that, as part of a planned leadership transition:

Thiago Maffra and José Berenguer, who have an extensive track record in the financial market and have held two senior executive positions at XP since 2020, are expected to become holders of voting interest in XP Control LLC (“ControlCo”).  Upon completion of this process, they will join XP’s controlling entity alongside Guilherme Dias Fernandes Benchimol, Fabricio Cunha de Almeida and Guilherme Sant’Anna.

Bruno Constantino Alexandre dos Santos, Bernardo Amaral Botelho and Gabriel Klas da Rocha Leal will cease to be partners of ControlCo. This exit process involves the acquisition by ControlCo of the voting equity interests in ControlCo held by these individuals, in exchange for cash and Class A common shares of XP. Bruno Constantino Alexandre dos Santos will immediately cease to be a partner of ControlCo, while Bernardo Amaral Botelho and Gabriel Klas da Rocha Leal will remain non-voting partners of ControlCo. As a result of the transaction, the beneficial ownership of Class A common shares held by ControlCo (assuming the conversion of a corresponding number of Class B common shares) will decrease to 18%. However, ControlCo will continue to control at least 69% of the voting power of XP, and Guilherme Dias Fernandes Benchimol will remain the majority unitholder of ControlCo.

Gabriel Klas da Rocha Leal, Bernardo Amaral Botelho and Bruno Constantino Alexandre dos Santos, who have not held executive roles in XP since 2024, will remain members of XP’s Board of Directors.

XP remains confident that this organizational evolution will further strengthen its governance, enhance the stability of its control structure, and support the company’s long-term sustainability, creating a solid foundation for value creation for all stakeholders.

 

About XP

XP is a leading, technology-driven platform and a trusted provider of low-fee financial products and services in Brazil. XP’s mission is to disintermediate the legacy models of traditional financial institutions by:

· Educating new classes of investors;

· Democratizing access to a wider range of financial services;

· Developing new financial products and technology applications to empower clients; and

· Providing high-quality customer service and client experience in the industry in Brazil.

XP provides customers with two principal types of offerings, (i) financial advisory services for retail clients in Brazil, high-net-worth clients, international clients and corporate and institutional clients, and (ii) an open financial product platform providing access to over 800 investment products including equity and fixed income securities, mutual and hedge funds, structured products, life insurance, pension plans, real-estate investment funds (REITs) and others from XP, its partners and competitors.

Forward Looking Statements

This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Words such as "expect," "anticipate," "should," "believe," "hope," “aim,” "target," "project," "goals," "estimate," "potential," "predict," "may," "will," "might," "could," "intend," variations of these terms or the negative of these terms and similar expressions are intended to identify these statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond XP Inc’s control. XP, Inc’s actual results could differ materially from those stated or implied in forward-looking statements due to several factors, including but not limited to: competition, change in clients, regulatory measures, a change the external forces among other factors.

For any questions, please contact:

Investor Contact: ir@xpi.com.br

IR Website: investors.xpinc.com

FAQ

What governance change did XP (XP) announce regarding XP Control LLC?

XP announced a realignment of voting interests in XP Control LLC. Senior executives Thiago Maffra and José Berenguer are expected to become voting interest holders, joining existing controllers, while three current partners are having their voting stakes acquired for cash and Class A shares.

How does the transaction affect XP Control LLC’s ownership of XP (XP) shares?

Following the transaction, XP Control LLC’s beneficial ownership of XP’s Class A common shares, assuming conversion of a corresponding number of Class B shares, will decrease to 18%. This reflects the equity interests being acquired from three existing partners in exchange for cash and Class A shares.

Will XP Control LLC still control XP (XP) after the realignment?

Yes, XP Control LLC will continue to control at least 69% of XP’s voting power after the realignment. Although its beneficial ownership of Class A shares decreases, its voting control remains strong, and Guilherme Dias Fernandes Benchimol continues as the majority unitholder of ControlCo.

What happens to the partners exiting XP Control LLC’s voting structure?

Bruno Constantino Alexandre dos Santos will immediately cease to be a partner of XP Control LLC. Bernardo Amaral Botelho and Gabriel Klas da Rocha Leal will remain as non-voting partners. All three will continue serving as members of XP’s Board of Directors after the changes.

Why does XP (XP) describe this control realignment as an organizational evolution?

XP describes the change as an organizational evolution intended to strengthen governance, enhance stability of its control structure, and support long-term sustainability. Bringing active senior executives into the controlling entity is presented as a way to align leadership incentives with XP’s strategic direction.

Who remains the key controlling figure at XP Control LLC after the changes?

After the realignment, Guilherme Dias Fernandes Benchimol remains the majority unitholder of XP Control LLC. ControlCo will still control at least 69% of XP’s voting power, preserving Benchimol’s central role in XP’s overall control structure despite changes in other partners’ voting stakes.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 12.7 KB