XP Inc. (XP) major holder trims stake to 18.7% of Class A

Rhea-AI Filing Summary

XP Control LLC and Guilherme Dias Fernandes Benchimol filed Amendment No. 6 to update their ownership in XP Inc. Class A common shares. They now beneficially own 96,797,602 Class A shares, representing 18.7% of the class on an as-converted basis.

On July 2, 2026, XP Control LLC exercised a Repurchase Right and purchased non-voting interests previously held indirectly by Gabriel in exchange for 4,954,867 Class A shares, which came from converting the same number of Class B shares. Those Class A shares were then transferred to Gabriel’s investment vehicle, reducing the Reporting Persons’ beneficial ownership from 101,752,469 to 96,797,602 Class A shares.

The filing notes that if the Repurchase Right is exercised in full, the Reporting Persons’ beneficial ownership could decrease by up to an additional 2,815,465 Class A shares. Aside from this transaction, they report no other dealings in XP Inc. Class A shares over the past 60 days and state they have no present plans for further corporate actions related to their stake.

Key Figures

Current beneficial ownership: 96,797,602 Class A shares Ownership percentage: 18.7% Prior beneficial ownership: 101,752,469 Class A shares +3 more

6 metrics

Current beneficial ownership 96,797,602 Class A shares Beneficially owned by each reporting person after Amendment No. 6

Ownership percentage 18.7% Percent of Class A common shares represented by 96,797,602 shares

Prior beneficial ownership 101,752,469 Class A shares Beneficial ownership before the Repurchase Right transaction

Repurchase Right consideration 4,954,867 Class A shares Shares transferred to Gabriel’s investment vehicle after conversion from Class B

Potential further decrease 2,815,465 Class A shares Maximum additional reduction in beneficial ownership if Repurchase Right is fully exercised

Shares outstanding baseline 417,080,230 Class A shares Issued and outstanding as of March 31, 2026, used in ownership calculation

Key Terms

beneficially owned, Class B common shares, Repurchase Right, Schedule 13D, +1 more

5 terms

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 96,797,602.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Class B common shares financial

"Each Class B common share is convertible into one Class A common share"

Class B common shares are one of multiple types of a company’s ordinary stock that usually differ from other classes in voting power, dividend priority, or transferability. For investors, the difference matters because owning Class B may mean less control over corporate decisions or different income potential compared with other share classes—like having a seat with fewer votes at a board meeting while still sharing in the company’s profits.

Repurchase Right financial

"On July 2, 2026, XP Control LLC exercised its Repurchase Right to purchase all of the non-voting interests"

A repurchase right is a contractual feature that lets one party buy back an asset—commonly shares, options, or property—under predefined conditions, price, or time frame. For investors it matters because it can change who owns the asset, affect how many shares are outstanding, and alter potential returns or dilution; think of it like a seller keeping a “right of first buyback” that can reclaim the item and change future value or control.

Schedule 13D regulatory

"This Amendment No. 6 ("Amendment No. 6") amends and supplements the statement on filed"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

dispositive power financial

"Sole Dispositive Power 96,797,602.00 10 | Shared Dispositive Power 0.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

FAQ

How many XP Inc. (XP) Class A shares do the reporting persons now own?

They now beneficially own 96,797,602 XP Inc. Class A shares. This figure reflects Class B shares treated as converted into Class A solely for ownership percentage calculations in the Schedule 13D amendment.

What percentage of XP Inc. (XP) does 96,797,602 Class A shares represent?

The 96,797,602 Class A shares represent 18.7% of the class. This percentage is calculated using 417,080,230 Class A shares outstanding as of March 31, 2026, plus specific converted and convertible Class B share amounts.

Why did XP Control LLC and Guilherme Benchimol amend their XP Inc. (XP) Schedule 13D?

They amended to reflect changes in beneficial ownership following XP Control LLC’s exercise of a Repurchase Right. That transaction and related share transfer reduced their beneficial holdings of XP Inc. Class A shares versus the prior reported level.

How did the Repurchase Right transaction affect XP Inc. (XP) ownership?

XP Control LLC exchanged non-voting interests held indirectly by Gabriel for 4,954,867 Class A shares, then transferred those shares to Gabriel’s investment vehicle. As a result, the Reporting Persons’ beneficial ownership fell from 101,752,469 to 96,797,602 Class A shares.

Could the XP Inc. (XP) ownership of the reporting persons decrease further?

Yes. If the Repurchase Right is exercised in full, their beneficial ownership may decrease by up to an additional 2,815,465 Class A shares. This potential reduction is highlighted as a possible future outcome of the existing arrangement.

Did XP Control LLC or Guilherme Benchimol report other recent XP Inc. (XP) share transactions?

They report no other transactions in XP Inc. Class A shares during the past 60 days. The only activity disclosed is the Repurchase Right exercise and related transfer described in Item 4 of the amended Schedule 13D.

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

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Available on EDGAR 07/07/2026 - 04:35 PM Accepted by SEC EDGAR 07/07/2026 - 04:35 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

XP Inc.

(Name of Issuer)

Class A Common Shares, par value $0.00001 per share

(Title of Class of Securities)

G98239109

(CUSIP Number)

Michael A. Civale
Skadden, Arps, Slate, Meagher & Flom LLP, One Manhattan West
New York, NY, 10001-8602
212-735-3462

Filipe B. Areno
Skadden, Arps, Slate, Meagher & Flom LLP, One Manhattan West
New York, NY, 10001-8602
212-735-3462

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/06/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G98239109

1

Name of reporting person

XP Control LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 96,797,602.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 96,797,602.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

96,797,602.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.7 %

14

Type of Reporting Person (See Instructions)

CO, HC

Comment for Type of Reporting Person:

The number of Class A common shares beneficially owned by XP Control LLC represents the number of Class A common shares available upon conversion of the Class B shares directly held by XP Control LLC. Each Class B common share is convertible into one Class A common share at the option of its holder at any time. Note to Row (13): The aggregate percentage of Class A common shares reported as beneficially owned by XP Control LLC was calculated based on (i) 417,080,230 Class A common shares issued and outstanding as of March 31, 2026, as disclosed in the Issuer's Current Report on Form 6-K filed with the Securities and Exchange Commission (the "SEC") on May 18, 2026, plus (ii) 4,954,867 Class A common shares issued upon the conversion of Class B common shares directly held by XP Control LLC, plus (iii) 96,797,602 Class A common shares issuable upon exercise of Class B common shares directly held by XP Control LLC. The aggregate number of Class B common shares beneficially owned by XP Control LLC as set forth in this footnote are treated as converted into Class A common shares only for the purpose of computing the percentage ownership of XP Control LLC. Note to Row (13): Each Class A common share is entitled to one vote, and each Class B common share is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B common shares because the Class B common shares are treated as converted into Class A common shares for the purpose of this Schedule 13D.

SCHEDULE 13D

CUSIP Number(s): G98239109

1

Name of reporting person

Guilherme Dias Fernandes Benchimol

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BRAZIL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 96,797,602.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 96,797,602.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

96,797,602.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.7 %

14

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person:

The number of Class A common shares beneficially owned by Guilherme Dias Fernandes Benchimol represents the number of Class A common shares available upon conversion of the Class B shares directly held by Guilherme Dias Fernandes Benchimol. Each Class B common share is convertible into one Class A common share at the option of its holder at any time. Note to Row (13): The aggregate percentage of Class A common shares reported as beneficially owned by Guilherme Dias Fernandes Benchimol was calculated based on (i) 417,080,230 Class A common shares issued and outstanding as of March 31, 2026, as disclosed in the Issuer's Current Report on Form 6-K filed with the SEC on May 18, 2026, plus (ii) 4,954,867 Class A common shares issued upon the conversion of Class B common shares directly held by XP Control LLC, plus (iii) 96,797,602 Class A common shares issuable upon exercise of Class B common shares directly held by Guilherme Dias Fernandes Benchimol. The aggregate number of Class B common shares beneficially owned by Guilherme Dias Fernandes Benchimol as set forth in this footnote are treated as converted into Class A common shares only for the purpose of computing the percentage ownership of Guilherme Dias Fernandes Benchimol. Note to Row (13): Each Class A common share is entitled to one vote, and each Class B common share is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B common shares because the Class B common shares are treated as converted into Class A common shares for the purpose of this Schedule 13D.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Shares, par value $0.00001 per share
(b)	Name of Issuer: XP Inc.
(c)	Address of Issuer's Principal Executive Offices: 20, Genesis Close, George Town, Grand Cayman, CAYMAN ISLANDS , KY-1-1208.
Item 1 Comment: Explanatory Note This Amendment No. 6 ("Amendment No. 6") amends and supplements the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission on December 27, 2021, by XP Control LLC and XP Controle Participacoes S.A., relating to the Class A common shares, par value $0.00001 per share (the "Class A common shares"), and Class B common shares of XP Inc. ("the Issuer") and as amended by Amendment No. 1 on March 7, 2022, Amendment No. 2 on April 29, 2022, Amendment No. 3 on February 14, 2023, Amendment No. 4 on July 11, 2023 and Amendment No. 5 on February 13, 2026 (as so amended, the "Schedule 13D"). This Amendment No. 6 amends and supplements the Schedule 13D as specifically set forth herein. Except as specifically amended by this Amendment No. 6, the Schedule 13D is unchanged. Capitalized terms used in this Amendment No. 6 and not otherwise defined herein have the meanings given to them in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended to add the following: The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 3, as applicable.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended to add the following: On July 2, 2026, XP Control LLC exercised its Repurchase Right to purchase all of the non-voting interests in XP Control LLC held indirectly by Gabriel for 4,954,867 Class A common shares (resulting from the conversion of the corresponding number of Class B common shares of the Issuer held by XP Control LLC). As a result of XP Control LLC's transfer of the Class A common shares to Gabriel's investment vehicle, the Reporting Persons' beneficial ownership of the Class A common shares decreased from 101,752,469 Class A common shares to 96,797,602 Class A common shares. In addition, if the Repurchase Right is exercised in full, the Reporting Persons' beneficial ownership of the Class A common shares may be further decreased by up to 2,815,465 Class A common shares. Except as set forth herein, the Reporting Persons have no present plans or proposals which relate to or would result in any of the matters set forth in this Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The information contained on the cover pages to this Schedule 13D is incorporated herein by reference.
(b)	The information contained on the cover pages to this Schedule 13D is incorporated herein by reference.
(c)	Except for the transactions described in Item 4 of this Schedule 13D, the Reporting Persons have not engaged in any transaction during the past 60 days involving the Class A common shares.
(d)	To the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A common shares beneficially owned by the Reporting Persons.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A. Managers and Officers of XP Control LLC. Exhibit B. Joint Filing Agreement among the Reporting Persons.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

XP Control LLC

Signature:	/s/ Guilherme Dias Fernandes Benchimol
Name/Title:	Guilherme Dias Fernandes Benchimol, Manager
Date:	07/07/2026

Signature:	/s/ Fabricio Cunha de Almeida
Name/Title:	Fabricio Cunha de Almeida, Manager
Date:	07/07/2026

Guilherme Dias Fernandes Benchimol

Signature:	/s/ Guilherme Dias Fernandes Benchimol
Name/Title:	Guilherme Dias Fernandes Benchimol, individually
Date:	07/07/2026