XP Inc. updates 2026 AGM board nominees

XP Inc. filed a Form 6-K to supplement its 2026 proxy materials for the annual general meeting on May 29, 2026.

Rhea-AI Filing Summary

XP Inc. filed a Form 6-K to supplement its 2026 proxy materials for the annual general meeting on May 29, 2026. The company removed the proposal to reappoint Oscar Rodriguez Herrero as a director after he voluntarily withdrew his candidacy, stating his decision was not due to any disagreement with the company or its board.

Mr. Rodriguez Herrero will resign from the board effective May 29, 2026. The board approved appointing current director Melissa Werneck to the Audit Committee, subject to her reelection at the meeting, and determined she meets Nasdaq and SEC independence and financial literacy requirements. The board also approved José Luiz Majolo as an independent interim director and as chair of the Risks, Credit and ESG Committee from May 29, 2026 until the 2027 annual meeting.

The proxy supplement reduces the number of director nominees from nine to eight. Existing proxy cards remain valid, and any votes cast for Mr. Rodriguez Herrero will be disregarded while all other proposals and recommendations in the original proxy statement remain unchanged.

Key Figures

AGM date and time: May 29, 2026, 10:00 a.m. BRT / 9:00 a.m. ET Director nominees count: Reduced from 9 to 8 Interim director term: From May 29, 2026 to 2027 AGM

3 metrics

AGM date and time May 29, 2026, 10:00 a.m. BRT / 9:00 a.m. ET Annual general meeting schedule and location details

Director nominees count Reduced from 9 to 8 Number of directors to be elected at 2026 AGM

Interim director term From May 29, 2026 to 2027 AGM Service period for interim director José Luiz Majolo

Key Terms

Report of Foreign Private Issuer, Proxy Statement, Audit Committee, Nasdaq listing standards, +1 more

5 terms

Report of Foreign Private Issuer regulatory

"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"

A report of a foreign private issuer is a formal filing that a non‑U.S. company makes to U.S. regulators to share important business, financial, or governance information with American investors. Think of it as a regular update or press packet that keeps investors informed about events that could change a company’s value—like earnings, management changes, contracts, or regulatory developments—so investors can make timely, informed decisions.

Proxy Statement regulatory

"This supplement (the “Proxy Supplement”) to the proxy statement (the “Proxy Statement”) dated May 6, 2026"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

Audit Committee financial

"appointment of Ms. Melissa Werneck, a current director, to the Audit Committee of the Board"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Nasdaq listing standards regulatory

"independent under the director independence standards set forth in the applicable listing standards of The Nasdaq Stock Market"

Nasdaq listing standards are the set of rules a company must meet to be admitted to and remain on the Nasdaq stock market, covering financial thresholds (like minimum share price and earnings), reporting and disclosure, and board and governance practices. They matter to investors because meeting these standards signals a baseline of financial health and transparency, reduces the risk of sudden delisting, and helps ensure a market with enough buyers and sellers—like a safety checklist that keeps the trading venue orderly and trustworthy.

Risks, Credit and ESG Committee financial

"appointment of Mr. Majolo as member and Chair of the Risks, Credit and ESG Committee of the Board"

FAQ

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

What change did XP (XP) make to its 2026 AGM director slate?

XP reduced its director nominees from nine to eight after Oscar Rodriguez Herrero withdrew his candidacy. His related reappointment proposal was removed, and any votes cast for him will be disregarded at the 2026 annual meeting.

Why did Oscar Rodriguez Herrero withdraw as an XP (XP) director nominee?

Oscar Rodriguez Herrero voluntarily withdrew his candidacy for re-election to XP’s board. The company states his decision is not due to any disagreement with XP Inc. or its board on any matter relating to operations, policies, or practices.

Who is replacing Oscar Rodriguez Herrero on XP (XP)’s board committees?

XP’s board approved current director Melissa Werneck to join the Audit Committee, and José Luiz Majolo to chair the Risks, Credit and ESG Committee. These appointments fill vacancies created by Oscar Rodriguez Herrero’s resignation effective May 29, 2026.

Is Melissa Werneck considered independent under Nasdaq rules for XP (XP)?

XP’s board determined that Melissa Werneck qualifies as an independent director under Nasdaq listing standards. It also concluded she meets SEC and Nasdaq requirements for financial literacy and audit committee independence to serve on the Audit Committee.

What is the role and term of José Luiz Majolo on XP (XP)’s board?

José Luiz Majolo will serve as an independent interim member of XP’s board from May 29, 2026 until the start of the 2027 annual meeting. He will also serve as member and chair of the board’s Risks, Credit and ESG Committee.

Do XP (XP) shareholders need to recast votes because of the proxy supplement?

Previously submitted proxies for XP’s 2026 AGM remain valid, and shareholders are not required to vote again. Existing instructions will be followed, except that any votes cast for Oscar Rodriguez Herrero’s re-election will be disregarded at the meeting.

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

Form 6-K: How Foreign Companies Report to the SEC →

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Accepted by SEC EDGAR 05/26/2026 - 04:16 PM Learn about SEC filing dates

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 May 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 ☒

On May 6, 2026, XP Inc. (the “Company”) furnished a Report of Foreign Private Issuer on Form 6-K that included as an exhibit a proxy statement for its 2026 Annual Meeting of Shareholders (“AGM”), which will be held at 10:00 a.m. (BRT) / 9:00 a.m. Eastern Time on May 29, 2026, virtually and at the offices of the Company located at Av. Chedid Jafet, 75, Torre Sul, 30th Floor, Vila Olímpia, São Paulo SP 04551-065, Brazil.

The Company is filing this Report of Foreign Private Issuer on Form 6-K to provide a supplement to the proxy statement to remove the proposal relating to Mr. Oscar Rodriguez Herrero’s re-election to the Company’s Board of Directors (the “Board”) from consideration at the AGM as a result of Mr. Rodriguez Herrero’s voluntary withdrawal of his candidacy as a director nominee for election to the Board. Mr. Rodriguez Herrero’s decision to withdraw is not the result of any disagreement with the Company or the Board. The Board thanks Mr. Rodriguez Herrero for his service and wishes him well. Mr. Rodriquez Herrero has informed the Board that he will resign from the Board effective as of May 29, 2026.

The Board has approved the appointment of Ms. Melissa Werneck, a current director, to the Audit Committee of the Board to fill the vacancy created by Mr. Rodriguez Herrero’s resignation, effective upon, and subject to, her reelection to the Board by shareholders at the AGM. The Board determined that Ms. Melissa Werneck qualifies as independent under the director independence standards set forth in the applicable listing standards of The Nasdaq Stock Market (“Nasdaq”), and in connection with her appointment to the Audit Committee further determined that she satisfies the additional requirements of financial literacy and audit committee independence for service on the audit committee under applicable rules and regulations of the Securities and Exchange Commission (“SEC”) and Nasdaq listing standards.

The Board has also approved the appointment of Mr. José Luiz Majolo as interim member of the Board, effective on May 29, 2026, for a period ending at the commencement of the Company’s annual general meeting in 2027. The Board has determined that Mr. Majolo qualifies as independent under the applicable listing standards of Nasdaq.

Mr. Majolo served as Chairman of the Board of Directors of the Brazilian Deposit Insurance Fund (FGC) and as chairman of the Board of Directors of Banco Votorantim. He has built his career in the financial sector, having served as CEO of Banco Sudameris and as Executive Vice President of Risk and Operations for Latin America at ABN AMRO Real, a position he left to focus on entrepreneurial initiatives in the sustainability sector.

In addition, the Board has approved the appointment of Mr. Majolo as member and Chair of the Risks, Credit and ESG Committee of the Board, to fill the vacancy created by Mr. Rodriguez Herrero’s resignation, effective as of May 29, 2026.

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/ Thiago Simões Maffra
		Name: Thiago Simões Maffra
		Title: Chief Executive Officer Date: May 26, 2026

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EXHIBIT INDEX

Exhibit No.		Description
99.1		Supplement to Proxy Statement for 2026 Annual Shareholder Meeting

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Exhibit 99.1

XP Inc.

c/o Maples Corporate Services Limited

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

SUPPLEMENT TO 2026 PROXY STATEMENT OF

XP INC.

This supplement (the “Proxy Supplement”) to the proxy statement (the “Proxy Statement”) dated May 6, 2026, relates to the annual general meeting of shareholders (the “AGM”) of XP Inc. (the “Company”) to be held at 10:00 a.m. (BRT) / 9:00 a.m. Eastern Time on May 29, 2026, virtually and at the offices of the Company located at Av. Chedid Jafet, 75, Torre Sul, 30th Floor, Vila Olímpia, São Paulo SP 04551-065, Brazil. Terms used but not defined in this Proxy Supplement have the meanings ascribed to them in the Proxy Statement. This Proxy Supplement should be read together with the Proxy Statement.

The purpose of this Proxy Supplement is to amend and supplement the Proxy Statement to remove the Proposal 8 – “Approval of the Re-Appointment of Oscar Rodriguez Herrero as a Director” from the items of business to be considered at the AGM as a result of Mr. Oscar Rodriguez Herrero’s withdrawal of his candidacy as a director nominee for election to the Company’s board of directors (the “Board”). Mr. Rodriguez Herrero’s decision to withdraw is not the result of any disagreement with the Company or the Board. Accordingly, the number of director nominees for consideration has been reduced from nine (9) to eight (8). Other than Mr. Rodriguez Herrero’s withdrawal, the matters to be considered by shareholders at the AGM remain unchanged from those described in the Proxy Statement.

The Board continues to recommend a vote “FOR” each of the remaining nominees as set forth in the Proxy Statement.

The proxy card or voting instruction form initially distributed with the Proxy Statement remains valid. Any votes or voting instructions cast for Mr. Rodriguez Herrero’s election to the Board will be disregarded.

If you have already voted, you are not required to take any action, unless you would like to change your vote. Your previously submitted proxy will be voted at the AGM in the same manner as you instructed previously, except that any votes for the re-election of Mr. Rodriguez Herrero to the Board will be disregarded. If you have already voted and submit a new proxy, your new proxy will supersede the one you previously submitted. Except as described in this Proxy Supplement, the Proxy Statement and previously distributed proxy materials remain in effect.

COMPANY INFORMATION

A copy of this Proxy Supplement can be accessed free of charge, on the Investor Relations section of the Company’s website at https://investors.xpinc.com/en/news-events/shareholder-meetings/ and on the SEC’s website at https://www.sec.gov.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 5.3 KB