Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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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).
SCHEDULE 13D
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| CUSIP No. | 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: |
| ||||||||
| 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 No. | 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: |
| ||||||||
| 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.
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