BlackRock discloses 8.3% XP Inc. (XP) Class A ownership in 13G/A

Rhea-AI Filing Summary

BlackRock, Inc. has filed an amended Schedule 13G reporting beneficial ownership of 34,482,479 Class A shares of XP Inc. as of 12/31/2025, representing 8.3% of this share class. BlackRock reports sole power to vote 32,748,351 shares and sole power to dispose of 34,482,479 shares, with no shared voting or dispositive power.

The filing explains that these holdings are attributed to certain BlackRock business units and that various underlying clients have the right to receive dividends or sale proceeds, with no single client holding more than five percent of XP Inc.’s outstanding common shares. BlackRock certifies that the position is held in the ordinary course of business and not for the purpose of changing or influencing control of XP Inc.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

XP Inc.

(Name of Issuer)

Class A Stock

(Title of Class of Securities)

G98239109

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G98239109

1

Names of Reporting Persons

BlackRock, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 32,748,351.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 34,482,479.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

34,482,479.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.3 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: XP Inc.
(b)	Address of issuer's principal executive offices: 20, GENESIS CLOSE, GRAND CAYMAN GEORGE TOWN Cayman Islands KY-1-1208
Item 2.
(a)	Name of person filing: BlackRock, Inc. In accordance with SEC Release No. 34-39538 (January 12, 1998), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by certain business units (collectively, the "Reporting Business Units") of BlackRock, Inc. and its subsidiaries and affiliates. It does not include securities, if any, beneficially owned by other business units whose beneficial ownership of securities are disaggregated from that of the Reporting Business Units in accordance with such release.
(b)	Address or principal business office or, if none, residence: BlackRock, Inc., 50 Hudson Yards New York, NY 10001
(c)	Citizenship: See Item 4 of Cover Page
(d)	Title of class of securities: Class A Stock
(e)	CUSIP No.: G98239109
Item 4.	Ownership
(a)	Amount beneficially owned: 34482479
(b)	Percent of class: 8.3 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 32748351
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 34482479
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the common stock of XP Inc.. No one person's interest in the common stock of XP Inc. is more than five percent of the total outstanding common shares.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Exhibit 99
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

BlackRock, Inc.

Signature:	Spencer Fleming
Name/Title:	Managing Director
Date:	01/21/2026

Exhibit Information

Exhibit 24: Power of Attorney Exhibit 99: Item 7

FAQ

How many XP (XP) shares does BlackRock report owning in this Schedule 13G/A?

BlackRock, Inc. reports beneficial ownership of 34,482,479 Class A shares of XP Inc. as of 12/31/2025.

What percentage of XP Inc. Class A stock does BlackRock hold?

BlackRock reports that its 34,482,479 Class A shares represent 8.3% of the outstanding Class A stock of XP Inc..

What voting power does BlackRock have over its XP Inc. shares?

BlackRock reports sole power to vote or direct the vote of 32,748,351 Class A shares and no shared voting power.

What dispositive power does BlackRock report over XP Inc. shares?

BlackRock reports sole power to dispose or direct the disposition of 34,482,479 Class A shares and no shared dispositive power.

Is BlackRock’s XP Inc. stake held to influence control of the company?

BlackRock certifies that the XP Inc. securities were acquired and are held in the ordinary course of business and not for changing or influencing control of the issuer.

Who ultimately benefits from dividends or sale proceeds of XP Inc. shares held by BlackRock?

The filing states that various persons have rights to dividends or sale proceeds from XP Inc. stock held by BlackRock, and that no one person’s interest exceeds five percent of XP Inc.’s total outstanding common shares.

How is BlackRock classified in this XP Inc. Schedule 13G/A filing?

BlackRock is classified as "HC", indicating it is reporting as a parent holding company or control person.