Schedule 13G/A: Dodge & Cox Holds 7.9% of XP Class A (34.3M)

Rhea-AI Filing Summary

Dodge & Cox reports beneficial ownership of 34,308,445 Class A common shares of XP Inc., representing 7.9% of the Class A shares outstanding. The filing shows sole voting power over 32,393,945 shares and sole dispositive power over 34,308,445 shares. The stake is classified under the reporting person type IA (investment adviser) and is held on behalf of Dodge & Cox clients.

The statement certifies the holdings were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of XP Inc. The filing therefore documents a significant, but passive, institutional stake with clear voting and dispositive authority for the shares reported.

Positive

• Beneficial ownership of 34,308,445 Class A shares (reported)
• Stake equals 7.9% of Class A shares, a material institutional position
• Sole voting power over 32,393,945 shares and sole dispositive power over 34,308,445 shares
• Holdings reported as held in the ordinary course for clients by an investment adviser (IA)

Negative

• None.

Insights

Financial Analyst

TL;DR: Dodge & Cox holds a material 7.9% passive stake (34.3M shares) in XP Inc., with substantial sole voting power but no stated intent to influence control.

This Schedule 13G/A reports a sizable institutional position that is material by percentage of the class. The adviser reports sole voting power over 32,393,945 shares and sole dispositive power over 34,308,445 shares, and states the holdings are held in the ordinary course for clients. From an investor-impact perspective, the position is large enough to matter to market liquidity and shareholder votes, yet the filing frames the stake as passive, reducing immediate governance or control implications.

Corporate Governance Expert

TL;DR: A 7.9% institutional holding with concentrated voting and dispositive power can influence outcomes, but the filer affirms a passive intent.

The report explicitly identifies Dodge & Cox as an investment adviser holding 34,308,445 Class A shares on behalf of clients. The absence of shared voting power and the certification that the position is not intended to change control indicate formal passivity under Schedule 13G/A rules. While the stake is material and could be consequential in contested votes or major corporate actions, the filing provides no indication of activist engagement.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

XP Inc.

(Name of Issuer)

Class A Common Shares

(Title of Class of Securities)

G98239109

(CUSIP Number)

06/30/2025

(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

Dodge & Cox

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

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 32,393,945.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 34,308,445.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

34,308,445.00

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)

7.9 %

12

Type of Reporting Person (See Instructions)

IA

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: Dodge & Cox
(b)	Address or principal business office or, if none, residence: 555 California Street 40th Floor, San Francisco, CA 94104
(c)	Citizenship: California, USA
(d)	Title of class of securities: Class A Common Shares
(e)	CUSIP No.: G98239109
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 34,308,445
(b)	Percent of class: 7.9 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 32,393,945
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 34,308,445
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
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. The clients of Dodge & Cox, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or power to direct the receipt of dividends from, and the proceeds from the sale of, XP Inc.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
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.

Dodge & Cox

Signature:	/S/ Katherine M. Primas
Name/Title:	Chief Compliance Officer
Date:	08/13/2025

FAQ

How many XP Inc. (XP) Class A shares does Dodge & Cox beneficially own?

Dodge & Cox reports beneficial ownership of 34,308,445 Class A shares of XP Inc.

What percentage of XP Class A does Dodge & Cox hold?

The filing states the position represents 7.9% of the Class A shares outstanding.

Does Dodge & Cox have voting power over the shares?

Yes; the filer reports sole voting power for 32,393,945 shares and sole dispositive power for 34,308,445 shares.

Is the stake held for Dodge & Cox's clients or for the firm itself?

The filing indicates the shares are held on behalf of Dodge & Cox clients, including managed accounts and registered investment companies.

Does the filing indicate intent to influence control of XP (activism)?

No; the certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.