XP Inc. (XP) director discloses major Class B and Class A stakes

Rhea-AI Filing Summary

XP Inc. director Benchimol Guilherme Dias Fernandes reported his initial beneficial ownership in the company. He indirectly holds 101,752,469 Class B common shares through XP Control LLC, which are convertible into an equal number of Class A common shares under specified conditions, and directly holds 163,463 Class A common shares, including in the form of Brazilian Depository Receipts.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Benchimol Guilherme Dias Fernandes

(Last) (First) (Middle)

20, GENESIS CLOSE

(Street)

GRAND CAYMAN, GEORGE TOWN KY1-1208

(City) (State) (Zip)

CAYMAN ISLANDS

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
XP Inc. [ XP ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Shares	163,463(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Shares	(2)	(2)	Class A Common Shares	101,752,469	(2)	I	By XP Control LLC(3)

Explanation of Responses:

1. Reflects Class A common shares held in the form of Brazilian Depository Receipts.

2. The Class B common shares are convertible into Class A common shares in any of the manners set out in the Issuer's Memorandum and Articles of Association, including that each Class B common share will convert automatically into one Class A common share if, at any time, the total number of votes of the issued and outstanding Class B common shares represents less than 10% of the voting share rights of the Issuer.

3. The Class B common shares are held by XP Control LLC ("XP Control"), of which Mr. Benchimol is the controlling unitholder. XP Control holds a repurchase right over certain interests that, if exercised, would result in the delivery of Class B common shares to the holders of such interests. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Guilherme Dias Fernandes Benchimol	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What did XP (XP) director Benchimol report in this Form 3 filing?

He reported his initial beneficial ownership in XP Inc., including a large indirect position in Class B common shares and a smaller direct holding of Class A common shares, establishing his baseline stake as a director at the company.

How many XP Inc. Class B shares does Benchimol indirectly hold?

Benchimol indirectly holds 101,752,469 Class B common shares through XP Control LLC. These Class B shares are convertible into an equal number of Class A common shares according to XP Inc.’s governing documents, subject to specified voting-right conditions.

How many XP Inc. Class A shares does Benchimol hold directly?

He directly holds 163,463 Class A common shares of XP Inc. A footnote explains that these Class A shares are held in the form of Brazilian Depository Receipts, which represent underlying XP Inc. Class A common shares in the Brazilian market.

What is XP Control LLC’s role in Benchimol’s XP (XP) holdings?

XP Control LLC holds the Class B common shares attributed to Benchimol. He is the controlling unitholder and XP Control has a repurchase right over certain interests, with a disclaimer that he only beneficially owns these shares to the extent of his pecuniary interest.

How can XP Inc. Class B shares reported by Benchimol convert into Class A shares?

The Class B common shares are convertible into Class A common shares in ways described in XP Inc.’s Memorandum and Articles. One key provision triggers automatic one-for-one conversion if Class B voting power falls below 10% of the company’s total voting rights.

Does the Form 3 for XP (XP) show any insider buying or selling activity?

No specific buy or sell transactions are reported. The Form 3 records Benchimol’s existing indirect Class B and direct Class A holdings, functioning as a baseline ownership statement rather than documenting new market transactions in XP Inc. shares.