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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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X0202 SCHEDULE 13D/A 0000950103-21-020215 0001899748 XXXXXXXX LIVE 6 Class A Common Shares, par value $0.00001 per share 07/06/2026 false 0001787425 G98239109 XP Inc. 20, Genesis Close George Town Grand Cayman E9 KY-1-1208 Michael A. Civale 212-735-3462 Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York NY 10001-8602 Filipe B. Areno 212-735-3462 Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York NY 10001-8602 0001899748 N XP Control LLC b OO N E9 96797602 0 96797602 0 96797602 N 18.7 CO HC 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. Y Guilherme Dias Fernandes Benchimol b OO N D5 96797602 0 96797602 0 96797602 N 18.7 HC IN 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. Class A Common Shares, par value $0.00001 per share XP Inc. 20, Genesis Close George Town Grand Cayman E9 KY-1-1208 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 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 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 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. The information contained on the cover pages to this Schedule 13D is incorporated herein by reference. 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. 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. Not applicable. Exhibit A. Managers and Officers of XP Control LLC. Exhibit B. Joint Filing Agreement among the Reporting Persons. XP Control LLC /s/ Guilherme Dias Fernandes Benchimol Guilherme Dias Fernandes Benchimol, Manager 07/07/2026 /s/ Fabricio Cunha de Almeida Fabricio Cunha de Almeida, Manager 07/07/2026 Guilherme Dias Fernandes Benchimol /s/ Guilherme Dias Fernandes Benchimol Guilherme Dias Fernandes Benchimol, individually 07/07/2026