Sec Form 3 Filing - Benchimol Guilherme Dias Fernandes @ XP Inc. - 2026-03-18

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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
2. Issuer Name and Ticker or Trading Symbol
XP Inc. [ XP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
20, GENESIS CLOSE
3. Date of Earliest Transaction (MM/DD/YY)
03/18/2026
(Street)
GRAND CAYMAN, GEORGE TOWNKY1-1208
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Shares 163,463 ( 1 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Shares ( 2 ) ( 2 ) ( 2 ) Class A Common Shares 101,752,469 I By XP Control LLC ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Benchimol Guilherme Dias Fernandes
20, GENESIS CLOSE
GRAND CAYMAN, GEORGE TOWNKY1-1208
X
Signatures
/s/ Guilherme Dias Fernandes Benchimol 03/18/2026
Signature of Reporting Person Date
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

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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