XP Inc. appoints Rodrigo Kede Lima interim director

XP Inc. said Escobari’s resignation was voluntary and did not result from disagreement with the company, its Board or management.

Rhea-AI Filing Summary

XP Inc. announced that Martin Emiliano Escobari Lifchitz resigned as a member of its Board effective October 16, 2026, and that Rodrigo Kede Lima was appointed as an interim Board member effective immediately afterward. Lima will serve until the company’s 2027 annual general meeting of shareholders, in accordance with its Articles of Association. The Board determined that he qualifies as an independent director under applicable Nasdaq Stock Market rules and Rule 10A-3. Lima is President of the Microsoft Frontier Company and joined Microsoft in 2020, where he has held senior leadership roles. His career also includes more than two decades at IBM and service as President of TOTVS.

Filing Explained

The resignation letter adds a separate legal term: Escobari and XP mutually waive and release claims arising on or before October 13, while preserving indemnification rights; it also states that XP had no outstanding agreement to owe him a debt or other obligation.

Key Figures

Resignation and appointment effective date: October 16, 2026 Interim appointment end point: 2027 annual general meeting of shareholders Joined Microsoft: 2020 +1 more

4 metrics

Resignation and appointment effective date October 16, 2026 Effective date for the Board transition

Interim appointment end point 2027 annual general meeting of shareholders Rodrigo Kede Lima’s stated interim service period

Joined Microsoft 2020 Year Rodrigo Kede Lima joined Microsoft

IBM tenure More than two decades Rodrigo Kede Lima’s time at IBM before Microsoft

Key Terms

interim member of the Board, Articles of Association, independent director, Rule 10A-3

4 terms

interim member of the Board regulatory

"serve as an interim member of the Board"

Articles of Association regulatory

"in accordance with the Company’s Articles of Association"

A company's articles of association are its written rulebook that sets how the business is run, how decisions are made, and what rights owners and directors have—covering voting, meetings, appointment and removal of directors, share classes and dividend policies. For investors, these rules matter because they determine how easily control can change, what protections minority owners have, and how corporate actions (like issuing new shares or changing leadership) are approved, much like a home’s bylaws shaping what residents can and cannot do.

independent director regulatory

"qualifies as an independent director"

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

Rule 10A-3 regulatory

"Rule 10A-3 under the Securities Exchange Act of 1934"

FAQ

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

Who resigned from XP’s board, and who joined?

Martin Emiliano Escobari Lifchitz resigned as a member of XP Inc.’s Board effective October 16, 2026. Rodrigo Kede Lima was appointed as an interim Board member effective immediately after the resignation.

How long will Rodrigo Kede Lima serve on XP’s board?

Rodrigo Kede Lima will serve as an interim member until XP Inc.’s 2027 annual general meeting of shareholders, in accordance with the company’s Articles of Association.

Is Rodrigo Kede Lima an independent director at XP?

XP Inc.’s Board determined that Rodrigo Kede Lima qualifies as an independent director under applicable Nasdaq Stock Market rules and Rule 10A-3 under the Securities Exchange Act of 1934.

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

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Available on EDGAR 10/16/2026 - 04:05 PM EDT Accepted by SEC EDGAR 10/16/2026 - 04:05 PM EDT 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 October 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 ☒

XP Inc. (the “Company”) is filing this Report of Foreign Private Issuer on Form 6-K to announce that Mr. Martin Emiliano Escobari Lifchitz (“Escobari”) has informed the Board of Directors (the “Board”) of his resignation as a member of the Board, effective as of October 16, 2026. Mr. Escobari’s decision to resign is voluntary and is not the result of any disagreement with the Company, the Board, or management on any matter relating to the Company’s operations, policies or practices. The Board thanks Mr. Escobari for his years of dedicated service and wishes him well in his future endeavors.

The Company further announces that the Board approved, by unanimous written resolutions, the appointment of Mr. Rodrigo Kede Lima (“Rodrigo”) as an interim member of the Board, effective as of October 16, 2026, immediately following the effectiveness of Mr. Escobari’s resignation. Mr. Rodrigo will serve as an interim member of the Board until the Company’s 2027 annual general meeting of shareholders, in accordance with the Company’s Articles of Association.

Rodrigo Kede Lima is President of the Microsoft Frontier Company. Since joining Microsoft in 2020, he has held several senior leadership roles, including President of Microsoft Asia, President of Americas Enterprise and President of Microsoft Latin America. Before Microsoft, he spent more than two decades at IBM, where his roles included President of IBM Brazil and IBM Latin America, Vice President of Global Technology Services and also Chief Financial Officer of IBM Latin America. He also served as President of TOTVS. He has served on the boards of directors of Suzano Papel e Celulose and TOTVS. Mr. Rodrigo holds a bachelor’s degree in mechanical engineering from the Pontifícia Universidade Católica do Rio de Janeiro and an MBA from Insper, and he completed the Advanced Management Program (AMP 192) at Harvard Business School.

The Board has determined that Mr. Rodrigo qualifies as an independent director under the applicable rules of the Nasdaq Stock Market and Rule 10A-3 under the Securities Exchange Act of 1934.

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: October 16, 2026

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EXHIBIT INDEX

Exhibit No.		Description
99.1		Resignation of Mr. Martin Emiliano Escobari Lifchitz as a Director and Election of Mr. Rodrigo Kede Lima as an Interim Director

- 3 -

Exhibit 99.1

XP INC. (the “Company”)

c/o Maples Corporate Services Limited

PO Box 309

Ugland House

Grand Cayman, KY1-1104

Cayman Islands

For the attention of: The Directors

Re: Resignation as a Director

Dear Directors,

I hereby resign as a director of the Company, effective as of October 16, 2026 (the “Effective Time”).

I confirm that such resignation is voluntary and is not the result of any disagreement with the Company, the board of directors, or management of the Company on any matter relating to the Company’s operations, policies or practices.

I hereby declare, and the Company, by countersigning this letter, hereby confirms that, as of the Effective Time, there are no (i) claims, demands, causes of action or rights of action, whether at law or in equity, whether arising under statute, contract or otherwise, and whether known or unknown, suspected or unsuspected, fixed or contingent, arising on or prior to the date of this letter, against the Company or any of its past or present directors, officers, employees, agents or shareholders, including, without limitation, any claims arising out of or in connection with my service as a director of the Company or the cessation thereof, (ii) knowledge of ongoing or threatened investigations by the U.S. Securities and Exchange Commission or any other governmental or regulatory authority in connection with my service to the Company, and (iii) knowledge of any material violations of applicable securities laws, disclosure obligations or reporting requirements by the Company or by me arising during my tenure that have not been duly disclosed. To the extent that any such claims may exist, I hereby irrevocably and unconditionally waive, release and forever discharge the Company and each of the foregoing persons from any and all liability in respect thereof and the Company, by countersigning this letter, hereby waives, releases and forever discharges me from any and all liabilities in respect thereof.

I also declare and confirm that there is no outstanding agreement, arrangement or understanding pursuant to which the Company has, or could have, any debt, liability or other obligation to me.

Notwithstanding the foregoing, nothing herein shall limit, impair or waive any rights of indemnification to which I am entitled pursuant to applicable law, the Company’s organizational documents, any indemnification agreement, or any applicable insurance policy.

Yours faithfully,

/s/ Martin Emiliano Escobari Lifchitz

Name: Martin Emiliano Escobari Lifchitz

Date: October 13, 2026

1

Agreed and acknowledged by:
XP INC’S BOARD OF DIRECTORS
By:		/s/ Guilherme Dias F. Benchimol
Name: Guilherme Dias F. Benchimol
Title: Chairman
Date: October 13, 2026

2

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 7.1 KB