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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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XP Inc. (Name of Issuer) |
Class A common shares, par value US$0.00001 per share (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (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)
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Rule 13d-1(c)
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Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
ARGA Investment Management, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
24,643,382.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Avula Rama Krishna | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
24,643,382.00 | ||||||||
| 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)
5.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
XP Inc. | |
| (b) | Address of issuer's principal executive offices:
20, Genesis Close, Grand Cayman, George Town, E9 KY-1-1208 | |
| Item 2. | ||
| (a) | Name of person filing:
This schedule 13G is being jointly filed by ARGA Investment Management LP (the "Manager"), a limited partnership under the laws of Delaware, and Avula Rama Krishna with respect to the ownership of Class A common shares of the Issuer by the Funds and Separate Managed Accounts (collectively, "Accounts") over which the Manager has investment discretion and/or voting power. The Manager and Avula Rama Krishna are collectively referred to in this Schedule 13G as "Reporting Persons." | |
| (b) | Address or principal business office or, if none, residence:
1. ARGA Investment Management, LP: 1010 Washington Blvd., 6th Fl., Stamford, CT 06901
2. Avula Rama Krishna: c/o ARGA Investment Management LP, 1010 Washington Blvd., 6th Fl., Stamford, CT 06901 | |
| (c) | Citizenship:
The Manager is a limited partnership organized under the laws of Delaware. Avula Rama Krishna is a citizen of the United States. | |
| (d) | Title of class of securities:
Class A common shares, par value US$0.00001 per share | |
| (e) | CUSIP No.:
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| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
1. ARGA Investment Management, LP: 24,643,382
2. Avula Rama Krishna: 24,643,382 | |
| (b) | Percent of class:
1. ARGA Investment Management, LP: 5.9
2. Avula Rama Krishna: 5.9 | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
1. ARGA Investment Management, LP: 0
2. Avula Rama Krishna: 0 | ||
| (ii) Shared power to vote or to direct the vote:
1. ARGA Investment Management, LP: 18,260,485
2. Avula Rama Krishna: 18,260,485 | ||
| (iii) Sole power to dispose or to direct the disposition of:
1. ARGA Investment Management, LP: 0
2. Avula Rama Krishna: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
1. ARGA Investment Management, LP: 24,643,382
2. Avula Rama Krishna: 24,643,382 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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Exhibit Information
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1. Items 4(a) and 4(b) of Schedule 13G
As of June 30, 2026, the Funds and Separate Managed Accounts (collectively, "Accounts") were the legal owner of 24,643,382 class A common shares. Based on there being 416,559,470 outstanding shares, as reported in Bloomberg, the Accounts' holdings represent approximately 5.92% (rounded to 5.9% for purposes of the filing) of the outstanding shares.
The Manager serves as investment manager to the Accounts and has voting power over 18,260,485 shares and discretionary authority over 24,643,382 shares representing 5.92% (rounded to 5.9% for purposes of the filing) of outstanding shares. Accordingly, the Manager may be deemed to be the beneficial owner of 5.92% (rounded to 5.9% for purposes of the filing) of the outstanding shares.
Avula Rama Krishna owns a significant membership interest in the Manager and as such may be deemed to control shares held by the Manager by virtue of his interest in the Manager.
Each of the Reporting Persons disclaims beneficial ownership of the shares of the Issuer held by the Accounts, except to the extent of any pecuniary interest therefrom, and this report shall not be deemed to be an admission that they are the beneficial owners of such securities.
2. Item 4(c) of Schedule 13G
As of June 30, 2026, each of the Reporting Persons may be deemed to have the power to vote or to direct the voting of 18,260,485 shares and/or to dispose or to direct the disposition of the 24,643,382 shares held by the Accounts.
Each of the Reporting Persons disclaims beneficial ownership of the shares of the Issuer held by the Accounts, except to the extent of any pecuniary interest therefrom, and this report shall not be deemed to be an admission that they are the beneficial owners of such securities. |