6-K
XP Inc. (XP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2025
Commission File Number: 001-39155
XP Inc.
(Exact name of registrant as specified in itscharter)
20, Genesis Close
Grand Cayman, George Town
Cayman Islands KY-1-1208
+55 (11) 3075-0429
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ☐ No ☒
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| XP Inc. | |
|---|---|
| By: | /s/ Victor Andreu Mansur Farinassi |
| Name: Victor Andreu Mansur Farinassi | |
| Title: Chief Financial Officer |
Date: August 18, 2025
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | XP Inc. – Unaudited interim condensed consolidated financial statements for the three and six months periods ended June 30, 2025. |
Exhibit 99.1

XP Inc.
Interim condensed consolidated
financial statements at
June 30, 2025
and report on review

Report on review of interim condensed consolidated financial statements
To the Board of Directors and Shareholders
XP Inc.
Introduction
We have reviewed the accompanying interim condensed consolidated balance sheet of XP Inc. and its subsidiaries ("Company") as at June 30, 2025 and the related interim condensed consolidated statements of income and of comprehensive income for the quarter and six-month periods then ended, and the interim condensed consolidated statements of changes in equity and cash flows for the six-month period then ended, and explanatory notes.
Management is responsible for the preparation and presentation of these interim condensed consolidated financial statements in accordance with International Accounting Standard (IAS) 34 - "Interim Financial Reporting", of the International Accounting Standards Board (IASB). Our responsibility is to express a conclusion on these interim condensed financial statements based on our review.
Scope of review
We conducted our review in accordance with Brazilian and International Standards on Reviews of Interim Financial Information (NBC TR 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Brazilian and International Standards on Auditing and consequently did not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements referred to above are not prepared, in all material respects, in accordance with IAS 34.
São Paulo, August 18, 2025
| PricewaterhouseCoopers | Marcos Paulo Putini |
|---|---|
| Auditores Independentes Ltda. | Contador CRC 1SP212529/O-8 |
| CRC 2SP000160/O-5 | |
| www.pwc.com.br | PricewaterhouseCoopers Auditores Independentes Ltda.<br><br> Avenida Brigadeiro Faria Lima, 3732, Edifício B32, 16^o^,<br><br> São Paulo, SP, Brasil, 04538-132<br><br> <br><br><br> <br>T: +55 (11) 4004-8000 |
| --- | --- |


| XP Inc. and its subsidiaries<br><br>Unaudited interim condensed consolidated statements<br><br>of income and of comprehensive income<br><br>for the three and six months periods ended June 30, 2025 |
|---|
Table of Contents
| Unaudited interim condensed consolidated balance sheets | 3 | |
|---|---|---|
| Unaudited interim condensed consolidated statements of income and of comprehensive income | 5 | |
| Unaudited interim condensed consolidated statements of changes in equity | 6 | |
| Unaudited interim condensed consolidated statements of cash flows | 7 | |
| 1. | Operations | 8 |
| 2. | Basis<br> of preparation and changes to the Group’s accounting policies | 9 |
| 3. | Securities<br> purchased (sold) under resale (repurchase) agreements | 14 |
| 4. | Securities | 15 |
| 5. | Derivative<br> financial instruments | 18 |
| 6. | Hedge<br> accounting | 18 |
| 7. | Loan<br> operations | 22 |
| 8. | Prepaid<br> expenses | 22 |
| 9. | Securities<br> trading and intermediation (receivable and payable) | 23 |
| 10. | Expected<br> Credit Losses on Financial Assets and Reconciliation of carrying amount | 23 |
| 11. | Investments<br> in associates and joint ventures | 25 |
| 12. | Property,<br> equipment, goodwill, intangible assets and lease | 26 |
| 13. | Financing<br> Instruments Payable | 27 |
| 14. | Borrowings | 28 |
| 15. | Other<br> financial assets and financial liabilities | 29 |
| 16. | Other<br> assets and other liabilities | 29 |
| 17. | Retirement<br> plans and insurance liabilities | 30 |
| 18. | Income<br> tax | 32 |
| 19. | Equity | 33 |
| 20. | Related<br> party transactions | 35 |
| 21. | Provisions<br> and contingent liabilities | 35 |
| 22. | Total<br> revenue and income | 37 |
| 23. | Operating<br> costs | 38 |
| 24. | Operating<br> expenses by nature | 39 |
| 25. | Other<br> operating income (expenses), net | 39 |
| 26. | Share-based<br> plan | 40 |
| 27. | Earnings<br> per share (basic and diluted) | 40 |
| 28. | Determination<br> of fair value | 41 |
| 29. | Management<br> of financial risks and financial instruments | 43 |
| 30. | Capital<br> Management | 44 |
| 31. | Cash<br> flow information | 45 |
| XP Inc. and its subsidiaries<br><br>Unaudited interim condensed consolidated balance sheets<br><br>As of June 30, 2025 and December 31, 2024<br><br>In thousands of Brazilian Reais | |||
|---|---|---|---|
| Assets | Note | June 30, 2025 | December 31, 2024 |
| --- | --- | --- | --- |
| Cash | 12,087,514 | 5,610,548 | |
| Financial assets | 342,387,059 | 321,697,974 | |
| Fair value through profit or loss | 224,965,443 | 196,185,210 | |
| Securities | 4 | 171,833,063 | 149,985,414 |
| Derivative financial instruments | 5 | 53,132,380 | 46,199,796 |
| Fair value through other comprehensive income | 51,285,239 | 50,879,981 | |
| Securities | 4 | 51,285,239 | 50,879,981 |
| Evaluated at amortized cost | 66,136,377 | 74,632,783 | |
| Securities | 4 | 7,250,415 | 2,836,146 |
| Securities purchased under resale agreements | 3 | 10,120,680 | 22,057,137 |
| Securities trading and intermediation | 9 | 5,493,609 | 6,499,097 |
| Accounts receivable | 1,055,211 | 778,943 | |
| Loan operations | 7 | 33,114,615 | 29,228,463 |
| Other financial assets | 15 | 9,101,847 | 13,232,997 |
| Other assets | 9,992,988 | 10,657,119 | |
| Recoverable taxes | 569,906 | 452,555 | |
| Rights-of-use assets | 12 | 360,479 | 313,141 |
| Prepaid expenses | 8 | 4,171,073 | 4,363,233 |
| Other | 16 | 4,891,530 | 5,528,190 |
| Deferred tax assets | 18 | 2,855,622 | 2,887,935 |
| Investments in associates and joint ventures | 11 | 3,518,197 | 3,518,779 |
| Property and equipment | 12 | 344,428 | 449,956 |
| Goodwill and intangible assets | 12 | 2,664,598 | 2,634,449 |
| Total assets | 373,850,406 | 347,456,760 |
The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
3
| XP Inc. and its subsidiaries<br><br>Unaudited interim condensed consolidated balance sheets<br><br>As of June 30, 2025 and December 31, 2024<br><br>In thousands of Brazilian Reais | |||
|---|---|---|---|
| Liabilities and equity | Note | June 30, 2025 | December 31, 2024 |
| --- | --- | --- | --- |
| Financial liabilities | 275,935,529 | 257,965,004 | |
| Fair value through profit or loss | 66,018,666 | 55,301,063 | |
| Securities | 4 | 13,970,853 | 15,253,376 |
| Derivative financial instruments | 5 | 52,047,813 | 40,047,687 |
| Evaluated at amortized cost | 209,916,863 | 202,663,941 | |
| Securities sold under repurchase agreements | 3 | 71,157,493 | 71,779,721 |
| Securities trading and intermediation | 9 | 17,001,299 | 18,474,978 |
| Financing instruments payable | 13 | 104,245,638 | 95,248,482 |
| Accounts payables | 719,885 | 763,465 | |
| Borrowings | 14 | 3,003,541 | 1,666,432 |
| Other financial liabilities | 15 | 13,789,007 | 14,730,863 |
| Other liabilities | 75,344,215 | 69,179,229 | |
| Social and statutory obligations | 1,076,628 | 1,310,911 | |
| Taxes and social security obligations | 611,922 | 417,668 | |
| Retirement plans and insurance liabilities | 17 | 72,876,169 | 66,224,387 |
| Provisions and contingent liabilities | 21 | 161,769 | 146,173 |
| Other | 16 | 617,727 | 1,080,090 |
| Deferred tax liabilities | 18 | 300,870 | 265,290 |
| Total liabilities | 351,580,614 | 327,409,523 | |
| Equity attributable to owners of the Parent company | 19 | 22,263,249 | 20,043,557 |
| Issued capital | 26 | 26 | |
| Capital reserve | 20,204,664 | 20,939,689 | |
| Other comprehensive income | (358,112) | (673,978) | |
| Treasury shares | (137,790) | (222,180) | |
| Retained earnings | 2,554,461 | - | |
| Non-controlling interest | 6,543 | 3,680 | |
| Total equity | 22,269,792 | 20,047,237 | |
| Total liabilities and equity | 373,850,406 | 347,456,760 |
The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
4
| XP Inc. and its subsidiaries<br><br>Unaudited interim condensed consolidated statements<br><br>of income and of comprehensive income<br><br>For the three and six months periods ended June 30, 2025 and 2024<br><br>In thousands of Brazilian Reais, except earnings per share | |||||
|---|---|---|---|---|---|
| Six months period ended June 30, | Three months period ended June 30, | ||||
| --- | --- | --- | --- | --- | --- |
| Note | 2025 | 2024 | 2025 | 2024 | |
| Net revenue from services rendered | 22 | 3,444,432 | 3,572,460 | 1,794,504 | 1,948,609 |
| Net income/(loss) from financial instruments at amortized cost and<br><br> <br>at fair value through other comprehensive income | 22 | (1,898,816) | (17,157) | (853,901) | (244,408) |
| Net income/(loss) from financial instruments at fair value through <br><br>profit or loss | 22 | 7,254,359 | 4,716,811 | 3,514,849 | 2,515,057 |
| 22 | |||||
| Total revenue and income | 8,799,975 | 8,272,114 | 4,455,452 | 4,219,258 | |
| Operating costs | 23 | (2,602,384) | (2,455,222) | (1,319,444) | (1,236,406) |
| Selling expenses | 24 | (136,945) | (64,975) | (80,108) | (32,921) |
| Administrative expenses | 24 | (3,020,941) | (2,907,603) | (1,572,443) | (1,455,952) |
| Other operating income (expenses), net | 25 | 100,105 | 104,432 | 77,480 | 95,211 |
| Expected credit losses | 10 | (235,950) | (139,701) | (89,539) | (42,831) |
| Interest expense on debt | (353,031) | (385,026) | (175,838) | (203,689) | |
| Share of profit (loss) in joint ventures and associates | 11 | 29,801 | 48,092 | 22,346 | 40,988 |
| Income before income tax | 2,580,630 | 2,472,111 | 1,317,906 | 1,383,658 | |
| Income tax credit / (expense) | 18 | (23,146) | (324,629) | 3,513 | (265,731) |
| Net income for the period | 2,557,484 | 2,147,482 | 1,321,419 | 1,117,927 | |
| Other comprehensive income | |||||
| Items that can be subsequently reclassified to income | |||||
| Foreign exchange variation of investees located abroad | (89,935) | 84,568 | (32,141) | 69,772 | |
| Gains (losses) on net investment hedge | 85,544 | (69,184) | 32,894 | (56,623) | |
| Changes in the fair value of financial assets at fair value through other comprehensive income | 376,560 | (621,242) | 237,100 | (449,762) | |
| Other | (47,146) | - | (47,146) | - | |
| Other comprehensive income (loss) for the period, net of tax | 325,023 | (605,858) | 190,707 | (436,613) | |
| Total comprehensive income for the period | 2,882,507 | 1,541,624 | 1,512,126 | 681,314 | |
| Net income attributable to: | |||||
| Owners of the parent company | 2,554,461 | 2,147,268 | 1,318,942 | 1,117,252 | |
| Non-controlling interest | 3,023 | 214 | 2,477 | 675 | |
| Total comprehensive income attributable to: | |||||
| Owners of the parent company | 2,879,484 | 1,541,410 | 1,509,649 | 680,639 | |
| Non-controlling interest | 3,023 | 214 | 2,477 | 675 | |
| Earnings per share from net income attributable to the ordinary equity holders of the company | |||||
| Basic earnings per share | 27 | 4.8056 | 3.9317 | 2.4986 | 2.0543 |
| Diluted earnings per share | 27 | 4.7497 | 3.8757 | 2.4616 | 2.0259 |
The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
5
| XP Inc. and its subsidiaries<br><br>Unaudited interim condensed consolidated statements of changes in equity<br><br>For the three and six months periods ended June 30, 2025 and 2024<br><br>In thousands of Brazilian Reais, except earnings per share | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Attributable to owners of the parent | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Issued Capital | Capital reserve | Other comprehensive income and Other | Retained Earnings | Total | Non-Controlling interest | Total Equity | |||||
| Notes | Additional paid-in capital | Other Reserves | Treasury Shares | ||||||||
| Balances as of December 31, 2023 | 26 | 6,417,115 | 12,772,879 | 376,449 | - | (117,117) | 19,449,352 | 1,492 | 19,450,844 | ||
| Comprehensive income for the period | |||||||||||
| Net income for the period | - | - | - | - | 2,147,268 | - | 2,147,268 | 214 | 2,147,482 | ||
| Other comprehensive income, net | - | - | - | (605,858) | - | - | (605,858) | - | (605,858) | ||
| Transactions with shareholders - contributions and distributions | |||||||||||
| Share based plan | 26 | - | 19,457 | 192,325 | - | - | - | 211,782 | 3,240 | 215,022 | |
| Other changes in equity, net | - | - | - | 3,843 | - | - | 3,843 | - | 3,843 | ||
| Acquisition of treasury shares | 19c | - | - | - | - | - | (1,248,548) | (1,248,548) | - | (1,248,548) | |
| Allocations of the net income for the period | |||||||||||
| Dividends distributed | - | - | - | - | - | - | - | (598) | (598) | ||
| Balances as of June 30, 2024 | 26 | 6,436,572 | 12,965,204 | (225,566) | 2,147,268 | (1,365,665) | 19,957,839 | 4,348 | 19,962,187 | ||
| Balances as of December 31, 2024 | 26 | 5,651,493 | 15,288,196 | (673,978) | - | (222,180) | 20,043,557 | 3,680 | 20,047,237 | ||
| Comprehensive income for the period | |||||||||||
| Net income for the period | - | - | - | - | 2,554,461 | - | 2,554,461 | 3,023 | 2,557,484 | ||
| Other comprehensive income, net | - | - | - | 325,023 | - | - | 325,023 | - | 325,023 | ||
| Transactions with shareholders - contributions and distributions | |||||||||||
| Share based plan | 26 | - | 28,563 | 235,627 | - | - | - | 264,190 | 199 | 264,389 | |
| Other changes in equity, net | - | - | - | (9,157) | - | - | (9,157) | (1) | (9,158) | ||
| Acquisition of treasury shares | 19c | - | - | - | - | - | (914,825) | (914,825) | - | (914,825) | |
| Cancelation of treasury shares | 19c | - | (999,215) | - | - | - | 999,215 | - | - | - | |
| Allocations of the net income for the period | |||||||||||
| Dividends distributed | 19 | - | - | - | - | - | - | - | (358) | (358) | |
| Balances as of June 30, 2025 | 26 | 4,680,841 | 15,523,823 | (358,112) | 2,554,461 | (137,790) | 22,263,249 | 6,543 | 22,269,792 |
The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
6
| XP Inc. and its subsidiaries<br><br>Unaudited interim condensed consolidated statements of cash flows<br><br>For the three and six months periods ended June 30, 2025 and 2024<br><br>In thousands of Brazilian Reais | |||
|---|---|---|---|
| Six months ended June 30, | |||
| --- | --- | --- | --- |
| Note | 2025 | 2024 | |
| Operating activities | |||
| Income before income tax | 2,580,630 | 2,472,111 | |
| Adjustments to reconcile income before income taxes | |||
| Depreciation of property, equipment and right-of-use assets | 12 | 72,271 | 58,789 |
| Amortization of intangible assets and investments | 11/12 | 78,427 | 75,033 |
| Loss on write-off of right-of-use assets, property, equipment and intangible assets and lease, net | 12 | 23,413 | 44,481 |
| Share of profit or (loss) in joint ventures and associates | 11 | (29,801) | (48,092) |
| Income from share in the net income of associates measured at fair value | 11 | - | 342 |
| Expected credit losses on financial assets | 10 | 235,950 | 139,701 |
| Provision for contingencies, net | 21 | (3,502) | 16,468 |
| Net foreign exchange differences | (1,061,453) | 868,376 | |
| Share based plan | 264,389 | 215,022 | |
| Interest accrued, including monetary correction on contingent liabilities | 301,842 | 327,774 | |
| Loss on the disposal of property and equipment | 3,795 | - | |
| Changes in assets and liabilities | |||
| Securities (assets and liabilities) | (30,351,632) | (11,225,090) | |
| Derivative financial instruments (assets and liabilities) | 5,153,086 | (1,761,299) | |
| Securities trading and intermediation (assets and liabilities) | (475,783) | 578,874 | |
| Securities purchased (sold) under resale (repurchase) agreements | 12,058,905 | (5,429,650) | |
| Accounts receivable | (293,716) | 3,859 | |
| Loan operations | (4,067,491) | 2,100,747 | |
| Prepaid expenses | 192,160 | (13,995) | |
| Other assets and other financial assets | 1,840,812 | (6,470,719) | |
| Accounts payable | (43,580) | (325,011) | |
| Financing instruments payable | 10,843,800 | 12,508,527 | |
| Social and statutory obligations | (234,283) | (35,051) | |
| Tax and social security obligations | 30,339 | (8,132) | |
| Retirement plans liabilities | 6,651,782 | 4,572,179 | |
| Other liabilities and other financial liabilities | (1,243,901) | 4,466,540 | |
| Cash from (used in) operations | 2,526,459 | 3,131,784 | |
| Income tax paid | (182,807) | (365,821) | |
| Contingencies paid | 21 | (23,465) | (12,729) |
| Interest paid | 21/31 | (88,262) | (83,566) |
| Additional contingent consideration paid | (109,628) | - | |
| Net cash flows from (used in) operating activities | 2,122,297 | 2,669,668 | |
| Investing activities | |||
| Acquisition of property and equipment | 12 | (63,324) | (63,527) |
| Acquisition of intangible assets | 12 | (115,744) | (59,945) |
| Capital (contributions)/reductions in associates | 11 | 14,406 | - |
| Dividends received from associates | 11 | 31,934 | 26,964 |
| (Acquisition)/disposal of associates measured at fair value | 11 | (1,135) | - |
| (Acquisition)/disposal of associates | 31(ii) | (113,127) | (1,169,040) |
| Contingent consideration paid | (9,554) | - | |
| Net cash flows from (used in) investing activities | (256,544) | (1,265,548) | |
| Financing activities | |||
| Acquisition of borrowings | 31 | 2,385,137 | - |
| Acquisition of treasury shares | 19(c) | (914,825) | (1,248,548) |
| Payments of borrowings and lease liabilities | 31 | (796,276) | (120,337) |
| Payment of debt securities in issue | 31 | (1,266,496) | (1,170,612) |
| Dividends paid to non-controlling interests | (358) | (598) | |
| Net cash flows from (used in) financing activities | (592,818) | (2,540,095) | |
| Net increase/(decrease) in cash and cash equivalents | 1,272,935 | (1,135,975) | |
| Cash and cash equivalents at the beginning of the period | 12,909,616 | 9,210,482 | |
| Effects of exchange rate changes on cash and cash equivalents | (10,065) | 27,925 | |
| Cash and cash equivalents at the end of the period | 14,172,486 | 8,102,432 | |
| Cash | 12,087,514 | 5,604,375 | |
| Securities purchased under resale agreements | 3 | 744,683 | 1,455,101 |
| Bank deposit certificates | 4 | 40,290 | 52,958 |
| Other deposits at Brazilian Central Bank | 15 | 1,299,999 | 989,998 |
The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
7
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated | |
|---|---|
| 1. | Operations |
| --- | --- |
XP Inc. (the “Company”) is a Cayman Island exempted company with limited liability, incorporated on August 29, 2019. The registered office of the Company is 20, Genesis Close, in George Town, Grand Cayman. XP Inc. is currently the entity which is registered with the U.S. Securities and Exchange Commission (“SEC”). The common shares are trading on the Nasdaq Global Select Market (“NASDAQ-GS”) under the symbol “XP”.
XP Inc. is a holding company controlled by XP Control LLC, which holds 70.94% of voting rights and is controlled by a group of individuals.
XP Inc. and its subsidiaries (collectively, “Group” or “XP Group”) is a leading, technology-driven financial services platform and a trusted provider of low-fee financial products and services in Brazil, the USA and the UK. XP Group are principally engaged in providing its customers, represented by individuals and legal entities in Brazil and abroad, various financial products, services, digital content and financial advisory services, mainly acting as broker-dealer, including securities brokerage, private pension plans, commercial and investment banking products such as loan operations, transactions in the foreign exchange markets and deposits, through our brands that reach clients directly and through network of Independent Financial Advisers (“IFAs”).
These unaudited interim condensed consolidated financial statements as of June 30, 2025, were approved by the Board of Director’s meeting on August 13, 2025 and the subsequent updates through August 18, 2025 were approved by the executive management.
| 1.1 | Share buy-back programs |
|---|
On February 20, 2024, the Board of Directors approved a new share repurchase program, which aims to neutralize future shareholder dilution due to the vesting of Restricted Stock Units (RSUs) from the Company´s long-term incentive plan. The Company proposes to undertake a share repurchase program pursuant to which the Board can annually, in each calendar year, approve the repurchase by the Company of a number of Class A common shares equal to the number of RSUs that have vested or will vest during the current calendar year.
Under the approved repurchase program for 2024, XP may repurchase up to 2,500,000 Class A common shares within the period started on February 28, 2024, and ending on December 27, 2024. The repurchase limit was reached on May 23, 2024 and the program has terminated.
On May 23, 2024, the Board of Directors approved a new share repurchase program. Under the program, XP may repurchase up to the amount in dollars equivalent to R$1.0 billion of its outstanding Class A common shares over a period beginning on May 23, 2024, continuing until the earlier of the completion of the repurchase or December 31, 2024, depending upon market conditions. The repurchase limit of R$ 1.0 billion was reached on June 4, 2024 and the program has terminated.
On November 19, 2024, the Board of Directors approved a new share repurchase program, under which XP may repurchase up to the amount in dollars equivalent to R$1.0 billion of its outstanding Class A common shares over a period beginning on November 20, 2024, continuing until the earlier of the completion of the repurchase or November 20, 2025, depending on market conditions. The repurchase limit of R$ 1.0 billion was reached on May 12, 2025 and the program has terminated.
On May 19, 2025, the Board of Directors approved a new share buy-back program under which XP may repurchase up to the amount equivalent to R$1.0 billion of its outstanding Class A common shares over a period beginning on May 21, 2025, continuing until the earlier of the completion of the repurchase or December 31, 2026, depending on market conditions.
As of June 30, 2025, the Company held in treasury 192,058 Class A shares (equivalent to R$ 21 million or US$ 4 million), acquired under its share buy-back programs, which were acquired at an average price of US$ 19.57 per share, with prices ranging from US$ 19.20 to US$ 19.91.
| 1.2 | Corporate reorganization |
|---|
In order to improve corporate structure, Group’s capital and cash management, XP Inc. concluded some entity reorganizations, as follows:
| i) | Inversion of financial institutions in Brazil: On November 13, 2024, the completion of the corporate reorganization<br>was approved, where Banco XP became the group's main operational holding company. |
|---|---|
| ii) | XP Investimentos spin-off: On May 1, 2025, the investment held in XP Controle 5 Participações<br>and some commercial notes issued by XP Investimentos was spun off. As a result of this transaction, XP Controle 5 Participações<br>became a wholly-owned subsidiary of Banco XP. |
| --- | --- |
The corporate reorganization events described above had no material impacts on the Group’s financial position and results of operations.
8
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated | |
|---|---|
| 2. | Basis of preparation and changes to the Group’s accounting policies |
| --- | --- |
| a) | Basis of preparation |
| --- | --- |
The unaudited interim condensed consolidated balance sheet as of June 30, 2025, the unaudited interim condensed consolidated statements of income, changes in equity, cash flows and comprehensive income for the six and three months periods ended June 30, 2025 and 2024 (the “financial statements”) have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”).
The unaudited interim condensed consolidated financial statements have been prepared on a historical cost basis, except for financial instruments that have been measured at fair value.
The unaudited interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group’s annual consolidated financial statements as of December 31, 2024. The list of notes that were not presented in this unaudited interim condensed is described below:
| Note to financial statementsof December 31, 2024 | Description |
|---|---|
| 3. | Summary of significant accounting policies |
| 4. | Significant accounting judgements, estimates and assumptions |
| 5. | Group structure |
| 11. | Accounts receivable |
| 12. | Recoverable taxes |
| 21. | Social and Statutory obligations |
| 22. | Tax and social security obligations |
| 26. (a) | Key-person management compensation |
The unaudited interim condensed consolidated financial statements are presented in Brazilian reais (“R$”), which is the Group’s presentation currency, and all amounts disclosed in the financial statements and notes have been rounded off to the nearest thousand currency units unless otherwise stated.
The accounting policies adopted in the preparation of this interim condensed consolidated financial statements are consistent with those disclosed in the Group’s annual consolidated financial statements for the year ended December 31, 2024, except for insurance contracts, whose accounting practices were applied but not disclosed in the annual consolidated financial statements and are disclosed below. For standards, interpretations, and amendments not yet adopted, see Note 2(b).
| (i) | Insurance contracts |
|---|
To measure insurance contracts, the Group uses the General Measurement Model in IFRS 17, considering the characteristics of the contracts:
| · | Building Block Approach - BBA: the Group measures<br>insurance contracts issued, without direct participation characteristics, and with coverage periods greater than 1 year or with groups<br>of contracts that are represented by onerous groups. The portfolio of insurance contracts issued is basically composed of profitable life<br>insurance portfolios. |
|---|---|
| · | Variable Fee Approach – VFA: applied to<br>retirement plans contracts with insurance risk. For the contracts measured using the VFA, the OCI option is applied. Since the Group holds<br>the underlying items for these contracts, the use of the OCI option results in the elimination of accounting mismatches, with income or<br>expenses included in profit or loss on the underlying assets held. The amount that exactly matches income or expenses recognized in profit<br>or loss on underlying assets is included in finance income or expenses from insurance contracts issued. The remaining amount of finance<br>income or expenses from insurance contracts issued for the period is recognized in OCI. |
| --- | --- |
The initial recognition of insurance contracts groups is made by the total of the following components:
| (i) | Contractual Service Margin (CSM), which represents the unearned profit that will be recognized as the<br>service is provided by the Group. |
|---|---|
| (ii) | Fulfillment cash flows, represented by the present value of estimated cash inflows and outflows of resources<br>over the coverage period of the group of insurance contracts, adjusted for non-financial risk. The adjustment for non-financial risk is<br>a compensation required to support the uncertainties of non-financial factors that incorporate in their calculation methodology the factors<br>related to the value and timing of future cash flows. |
| --- | --- |
9
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated |
|---|
The insurance contracts assets and liabilities are segregated between:
| · | Asset or Liability for Remaining Coverage (LRC):<br>represented by the fulfillment cash flows, adjusted for non-financial risk and the CSM. The periodic amortization of the CSM and losses<br>(or reversals) arising from onerous contracts are recognized in Insurance Contracts Services Income and Expenses, net of Reinsurance.<br>In Insurance Portfolios, the CSM is recognized as the insurance services are provided. The adjustment for non-financial risk is initially<br>recognized against the contractual service margin and its changes are recognized in Insurance Contracts Services Income. |
|---|---|
| · | Asset or Liability for Incurred Claims (LIC):<br>represented by fulfillment cash flows which are related to services already provided, such as claims, and other expenses incurred, pending<br>financial settlement. Changes in the fulfillment cash flows of the LIC, including those resulting from an increase in the amount of claims<br>and expenses incurred in past periods and in the current period, are recognized in Insurance Contracts Services Expenses, net of Reinsurance. |
| --- | --- |
To estimate the fulfillment cash flows and expected profitability of the groups of contracts (CSM), the Group uses actuarial models and assumptions, exercising judgment to define (i) grouping of contracts, (ii) coverage period, (iii) discount rate, (iv) models and confidence levels of the adjustment for non-financial risk, (v) profitability level of insurance contracts groups; and (vi) coverage units.
The main assumptions used are: (i) input assumptions: premiums; (ii) output assumptions: loss ratio; (iii) discount rate; (iv) biometric tables; and (v) adjustment for non-financial risk.
The assumptions used to measure insurance contracts are reviewed periodically and are based on best practices and analysis of the Group's experience.
(a) Discount rates:
For cash flows of insurance contracts without participation features, the approach adopted to determine the discount rates was the Bottom-up approach. This approach considers a risk-free interest rate structure, using the parameters of the IPCA (Brazilian inflation index) curve, provided by ANBIMA, adding an adjustment to reflect the illiquidity premium of insurance contracts. The illiquidity premium was determined as the difference between the risk spread of the debentures traded and the credit risk associated with these debentures, measured using an estimate of expected losses based on data disclosed by risk-rating agencies. To reflect the illiquidity characteristic of insurance contracts, the proportion of cancellation volume over the Company's premium volume in each period analyzed was used as a parameter for the numerical estimate of this behavior.
(b) Fulfillment cash flows:
The Group models and estimates the fulfillment cash flows segregating them between LRC and LIC. The portfolios of insurance contracts were defined considering risks with similar characteristics and when the contracts included in these portfolios are managed together, ensuring that the cash flow projection is consistent from a statistical point of view. The assumptions used in the construction of these cash flows also take into account the level characteristics and particularities of each portfolio.
Fulfillment cash flows of the LRC were projected using a deterministic model, in an unbiased way, considering the expected cash inflows and outflows, taking into consideration the characteristics of the products calculated by each model. For the LIC, the volume of expected claims to be paid is represented by the claims projected up to the payment date. The claims reserves are liabilities constituted to honor future commitments on behalf of the Group’s policyholders.
(c) Adjustment for non-financial risk:
The Risk Adjustment was determined using a Value at Risk (VaR) method, based on a quartile analysis. This approach uses a particular confidence level in the VaR methodology. The best estimate of future cash flows is calculated using different scenarios (incorporating a determined level of uncertainty in these scenarios as a result of non-financial risk). The stochastic simulations of the parameters applied in the model for calculating the present value of the best estimate of cash flows also consider a reference distribution of the best estimate of cash flows.
The Group applies a confidence level set at 85%, reflecting the Group's risk appetite and VaR is used to determine the best estimate of the cash flows corresponding to this percentile.
10
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated | |
|---|---|
| b) | New standards, interpretations, and amendments not yet adopted |
| --- | --- |
| (i) | Amendments to the Classification and Measurement of Financial Instruments – Amendments to<br>IFRS 9 and IFRS 7 (effective for annual periods beginning on or after January 1, 2026): On May 30, 2024, the IASB issued targeted amendments<br>to IFRS 9 and IFRS 7 to respond to recent questions arising in practice, and to include new requirements not only for financial institutions<br>but also for corporate entities. These amendments: |
| --- | --- |
• clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system;
• clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion;
• add new disclosures for certain instruments with contractual terms that can change cash flows (such as some financial instruments with features linked to the achievement of environment, social and governance targets); and
• update the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI).
The Group does not expect these amendments to have a material impact on its operations or financial statements.
| (ii) | Amendments to new ‘own use’ and hedging guidance for contracts referencing nature-dependentelectricity – Amendments to IFRS 9 and IFRS 7 (effective for annual periods beginning on or after January 1, 2026): The IASB<br>has issued targeted amendments to IFRS 9 ‘Financial Instruments’ and IFRS 7 ‘Financial Instruments: Disclosures’,<br>to ensure that financial statements faithfully represent the effects of an entity’s contracts referencing nature-dependent electricity.<br>The Group does not expect these amendments to have a material impact on its operations or financial statements. |
|---|---|
| (iii) | IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective for annual periods beginning<br>on or after January 1, 2027): Issued in May 2024, IFRS 19 allows for certain eligible subsidiaries of parent entities that report under<br>IFRS Accounting Standards to apply reduced disclosure requirements. The Group does not expect this standard to have an impact on its operations<br>or financial statements. |
| --- | --- |
| (iv) | IFRS 18 Presentation and Disclosure in Financial Statements: The standard replaces IAS 1, carrying<br>forward many of the requirements in IAS 1 unchanged and complementing them with new requirements. In addition, some IAS 1 paragraphs have<br>been moved to IAS 8 and IFRS 7. Furthermore, the IASB has made minor amendments to IAS 7 and IAS 33 - Earnings per Share. IFRS 18 introduces<br>new requirements to: |
| --- | --- |
• present specified categories and defined subtotals in the statement of profit or loss
• provide disclosures on management-defined performance measures (MPMs) in the notes to the financial statements
• improve aggregation and disaggregation.
An entity is required to apply IFRS 18 for annual reporting periods beginning on or after January 1, 2027, with earlier application permitted. The amendments to IAS 7 and IAS 33, as well as the revised IAS 8 and IFRS 7, become effective when an entity applies IFRS 18. IFRS 18 requires retrospective application with specific transition provisions. Although IFRS 18 does not change the recognition criteria or measurement basis, it may have a significant impact on the presentation of the Group’s consolidated income statement in future periods.
| c) | Basis of consolidation |
|---|
There were no changes since December 31, 2024, in the accounting practices adopted for consolidation of the Company’s direct and indirect interests in its subsidiaries for the purposes of these unaudited interim condensed consolidated financial statements.
| (i) | Subsidiaries |
|---|
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
The acquisition method of accounting is used to account for business combinations by the Group.
Intercompany transactions, balances and unrealized gains on transactions between Group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
11
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated |
|---|
Non-controlling interests in the results and equity of subsidiaries are shown separately in the statement of income and of comprehensive income, statement of changes in equity and balance sheet respectively.
| (ii) | Associates |
|---|
Associates are companies in which the investor has a significant influence but does not hold control. Investments in these companies are initially recognized at cost of acquisition and subsequently accounted for using the equity method. Investments in associates include the goodwill identified upon acquisition, net of any cumulative impairment loss.
Under the equity method of accounting, the investments are initially recognized at cost and adjusted thereafter to recognize the Group’s share of the post-acquisition profits or losses of the investee in the Group’s income statement, and the Group’s share of movements in other comprehensive income of the investee in the Group’s other comprehensive income. Dividends received or receivable from associates are recognized as a reduction in the carrying amount of the investment.
Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in these entities. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity-accounted investees have been changed where necessary to ensure consistency with the policies adopted by the Group.
If its interest in the associates decreases, but the Group retains significant influence or joint control, only the proportional amount of the previously recognized amounts in other comprehensive income is reclassified in income, when appropriate.
| (iii) | Interests in associates measured at fair value |
|---|
The Group has investments in associates measured at fair value in accordance with item 18 of IAS 28 – Investments in Associates and Joint Ventures. These investments are held through XP FIP Managers and XP FIP Endor, which are venture capital organizations. In determining whether the funds meet the definition of venture capital organizations, management considers the investment portfolio features and objectives. The portfolio classified in this category has the objective to generate growth in the value of its investments in the medium term and have an exit strategy. Additionally, the performance of these portfolios is evaluated and managed considering a fair value basis of each investment.
| d) | Business combinations, acquisition of associates and other developments |
|---|---|
| (i) | Minority stake acquisitions |
| --- | --- |
During the year ended December 31, 2023, XP Inc. entered in agreements through its subsidiary XP Controle 5 Participações Ltda. to acquire minority stakes in Monte Bravo Holding JV S.A. (“Monte Bravo”), Blue3 S.A. (“Blue3”) and Ável Participações Ltda. (“Ável”). These companies were part of XP Inc’s IFAs network. The total fair value consideration recorded for those acquisitions is R$ 784,743, including the goodwill in a total amount of R$ 487,671. The goodwill recognized is mainly attributable to expected synergies arising from the investments. As of June 30, 2025, from the total fair value consideration: (i) R$ 45,000 was paid during 2023, (ii) R$ 669,521 was paid during 2024 (including monetary correction on this amount), (iii) R$ 35,518 was paid during 2025 (including monetary correction on this amount) and (iv) there is a remaining amount of R$ 40,211 recorded through accounts payable (including monetary correction on this amount), which is payable in January 2026.
During the year ended December 31, 2024, XP Inc. entered in agreements through its subsidiary XP Controle 5 Participações Ltda. to acquire minority stakes in other three IFAs. The total fair value consideration recorded for those acquisitions is R$ 414,503, including the preliminary goodwill in a total amount of R$ 326,735. As of June 30, 2025, from the total fair value consideration: (i) R$ 225,766 was paid in cash during 2024, (ii) R$ 106,412 was settled through the private issuance of XP Inc Class A shares (see note 19a), (iii) there is an amount equal to R$ 20,000 recorded through contingent consideration (note 15b), (iv) R$ 27,209 was paid in cash during 2025 (including monetary correction on this amount) and (v) there is a remaining amount of R$ 35,947 recorded through accounts payable (including monetary correction on this amount), which will be paid during the last quarter of 2025.
During the six months period ended June 30, 2025, XP Inc. entered in an agreement through its subsidiary XP Controle 5 Participações Ltda. to acquire a minority stake in other IFA of its IFAs network. The total fair value consideration recorded for the acquisition is R$ 50,400, including the preliminary goodwill in a total amount of R$ 31,010. The goodwill recognized is mainly attributable to expected synergies arising from the investment. During the six months period ended June 30, 2025, the total fair value consideration of R$ 50,400 was paid in cash.
| (ii) | Presentation improvements for foreign exchange portfolios |
|---|
The Group has changed the presentation of foreign exchange transactions, which are accounted for under “Other financial assets and liabilities”, applying the offsetting of asset and liability positions that meet the requirements of item 42 of IAS 32.
12
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated | |
|---|---|
| e) | Segment reporting |
| --- | --- |
In reviewing the operational performance of the Group and allocating resources, the chief operating decision maker of the Group (“CODM”), who is the Group’s Chief Executive Officer (“CEO”) and the Board of Directors (“BoD”), represented by statutory directors holders of ordinary shares of the immediate parent of the Company, reviews selected items of the statement of income and of comprehensive income.
The CODM considers the whole Group as a single operating and reportable segment, monitoring operations, making decisions on fund allocation and evaluating performance based on a single operating segment. The CODM reviews relevant financial data on a combined basis for all subsidiaries and joint ventures.
The Group’s revenue, results and assets for this one reportable segment can be determined by reference to the unaudited interim condensed consolidated statements of income and of comprehensive income and unaudited interim condensed consolidated balance sheet.
See Note 22(c) for a breakdown of total revenue and income and selected assets by geographic location.
| f) | Estimates |
|---|
The preparation of unaudited interim condensed consolidated financial statements of the Group requires management to make judgments and estimates and to adopt assumptions that affect the amounts presented referring to revenues, expenses, assets and liabilities at the reporting date. Actual results may differ from these estimates.
In preparing these unaudited interim condensed consolidated financial statements, the significant judgements and estimates made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that are set in the consolidated financial statements for the year ended December 31, 2024.
13
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated | ||
|---|---|---|
| 3. | Securities purchased (sold) under resale (repurchase) agreements | |
| --- | --- | |
| a) | Securities purchased under resale agreements | |
| --- | --- | |
| June30, 2025 | December 31, 2024 | |
| --- | --- | --- |
| Collateral held | 1,501,823 | 3,163,705 |
| National Treasury Notes (NTNs) (i) | 76,915 | 777,325 |
| National Treasury Bills (LTNs) (i) | 996,654 | 2,069,688 |
| Financial Treasury Bills (LFTs) (i) | - | 173,489 |
| Debentures (ii) | 302,806 | 27,560 |
| Real Estate Receivable Certificates (CRIs) (ii) | 116,497 | 11,073 |
| Other (ii) | 8,951 | 104,570 |
| Collateral repledge | 8,621,228 | 18,895,796 |
| National Treasury Bills (LTNs) (i) | 127,242 | 3,230,098 |
| Financial Treasury Bills (LFTs) (i) | - | 529,180 |
| National Treasury Notes (NTNs) (i) | 538,917 | 7,538,695 |
| Debentures (ii) | 4,106,488 | 4,304,132 |
| Real Estate Receivable Certificates (CRIs) (ii) | 2,407,079 | 1,982,544 |
| Agribusiness Receivables Certificates (CRAs) (ii) | - | 120,652 |
| Interbank Deposits Certificate (CDIs) (ii) | 792,820 | 815,302 |
| Other (ii) | 648,682 | 375,193 |
| Expected Credit Loss (iii) | (2,371) | (2,364) |
| Total | 10,120,680 | 22,057,137 |
(i) Investments in purchase and sale commitments collateral-backed by sovereign debt securities refer to transactions involving the purchase of sovereign debt securities with a commitment to sale originated mainly in the subsidiaries XP CCTVM, Banco XP and in proprietary funds.
(ii) Refers to fixed-rate fixed-income assets, which are low-risk investments collateral-backed.
(iii) The reconciliation of gross carrying amount and the expected credit loss segregated by stages are presented in the Note 10.
As of June 30, 2025, securities purchased under resale agreements were carried out at average interest rates of 15.01% p.a. (12.3% p.a. as of December 31, 2024).
As of June 30, 2025, the amount of R$ 744,683 (December 31, 2024 - R$ 2,885,843), from the total amount of collateral held portfolio and interbank deposits certificates, is being presented as cash equivalents in the statements of cash flows.
| b) | Securities sold under repurchase agreements | |
|---|---|---|
| June 30, 2025 | December 31,2024 | |
| --- | --- | --- |
| National Treasury Bills (LTNs) | 7,581,873 | 13,742,957 |
| National Treasury Notes (NTNs) | 34,512,328 | 29,235,747 |
| Financial Treasury Bills (LFTs) | - | 2,892,362 |
| Debentures | 10,910,494 | 14,889,816 |
| Real Estate Receivable Certificates (CRIs) | 10,228,346 | 9,260,382 |
| Financial Credit Bills (LFs) | 6,626,862 | 1,741,369 |
| Agribusiness Receivables Certificates (CRAs) | 1,297,590 | 17,088 |
| Total | 71,157,493 | 71,779,721 |
As of June 30, 2025, securities sold under repurchase agreements were agreed with average interest rates of 14.67% p.a. (December 31, 2024 – 11.85% p.a.), with assets pledged as collateral.
14
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated | ||||||||
|---|---|---|---|---|---|---|---|---|
| 4. | Securities | |||||||
| --- | --- | |||||||
| a) | Securities classified at fair value through profit and loss are presented in the following table**:** | |||||||
| --- | --- | |||||||
| June 30,<br><br> <br>2025 | December 31, 2024 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Gross carrying amount | Fair<br><br> <br>value | Group portfolio | Retirement plan<br><br> <br>assets (i) | Gross carrying amount | Fair<br><br> <br>value | Group portfolio | Retirement plan<br><br> <br>assets (i) | |
| Financial assets | ||||||||
| At fair value through profit or loss | ||||||||
| Brazilian onshore sovereign bonds | 58,001,005 | 59,458,733 | 56,027,709 | 3,431,024 | 48,446,247 | 46,736,163 | 43,953,460 | 2,782,703 |
| Investment funds | 72,416,472 | 72,416,472 | 5,889,331 | 66,527,141 | 65,094,106 | 65,094,106 | 3,683,854 | 61,410,252 |
| Stocks issued by public-held company | 6,452,072 | 6,452,072 | 6,132,624 | 319,448 | 6,143,508 | 6,143,508 | 5,830,985 | 312,523 |
| Debentures | 11,336,648 | 11,446,728 | 10,685,182 | 761,546 | 12,806,63 | 12,491,790 | 11,898,230 | 593,560 |
| Structured notes | 21,723 | 26,571 | 26,571 | - | 15,940 | 20,546 | 20,546 | - |
| Bank deposit certificates (ii) | 751,343 | 769,739 | 590,747 | 178,992 | 648,781 | 661,664 | 481,083 | 180,581 |
| Agribusiness receivable certificates | 978,090 | 966,800 | 959,979 | 6,821 | 1,046,979 | 999,636 | 990,119 | 9,517 |
| Real estate receivable certificates | 1,788,030 | 1,715,829 | 1,703,820 | 12,009 | 1,593,132 | 1,487,443 | 1,484,637 | 2,806 |
| Financial credit bills | 1,151,671 | 1,238,187 | 95,335 | 1,142,852 | 534,961 | 583,840 | 32,865 | 550,975 |
| Real estate credit bill | 663,957 | 659,655 | 659,655 | - | 366,447 | 366,441 | 366,441 | - |
| Agribusiness credit bills | 2,849,169 | 2,849,561 | 2,849,561 | - | 394,385 | 394,438 | 394,438 | - |
| Commercial notes | 484,519 | 484,950 | 478,713 | 6,237 | 569,465 | 520,349 | 514,409 | 5,940 |
| Foreign private bonds | 10,430,224 | 10,289,177 | 10,289,177 | - | 8,414,822 | 8,219,727 | 8,219,727 | - |
| Development credit bill | 646,105 | 646,517 | 646,517 | - | 4,182,406 | 4,195,225 | 4,195,225 | - |
| Others (iii) | 2,427,733 | 2,412,072 | 2,342,606 | 69,466 | 2,107,849 | 2,070,538 | 1,938,125 | 132,413 |
| Total | 170,398,761 | 171,833,06 | 99,377,527 | 72,455,536 | 152,365,660 | 149,985,414 | 84,004,144 | 65,981,270 |
| (i) | Those financial products represent investment contracts that have the legal form of retirement plans,<br>which do not transfer substantial insurance risk to the Group. Therefore, contributions received from participants are accounted for as<br>liabilities and an asset of the participant in the linked Specially Constituted Investment Fund (“FIE”). Besides assets which<br>are presented segregated above, as retirement plan assets, the Group has proprietary assets to guarantee the solvency of our insurance<br>and pension plan operations, under the terms of CNSP Resolution No. 432/2021, presented as Group portfolio, within investment funds line.<br>As of June 30, 2025, those assets represent R$ 112,374 (December 31, 2024 - R$ 84,334). | |||||||
| --- | --- | |||||||
| (ii) | Bank deposit certificates include R$ 40,290 (December 31, 2024 – R$ 69,224) presented as cash equivalents<br>in the statements of cash flows. | |||||||
| --- | --- | |||||||
| (iii) | Mainly related to bonds issued and traded overseas and other securities. | |||||||
| --- | --- |
15
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated | ||||
|---|---|---|---|---|
| b) | Securities at fair value through other comprehensive income are presented in the following table: | |||
| --- | --- | |||
| June 30, 2025 | December 31, 2024 | |||
| --- | --- | --- | --- | --- |
| Gross carrying amount | Fair<br><br> <br>value | Gross carrying amount | Fair<br><br> <br>value | |
| Financial assets | ||||
| At fair value through other comprehensive income | ||||
| Brazilian onshore sovereign bonds | 47,950,357 | 46,840,550 | 49,357,469 | 46,981,007 |
| Foreign sovereign bonds | 4,438,581 | 4,444,689 | 3,893,441 | 3,898,974 |
| Total | 52,388,938 | 51,285,239 | 53,250,910 | 50,879,981 |
| c) | Securities evaluated at amortized cost are presented in the following table: | |||
| --- | --- | |||
| June 30, 2025 | December 31, 2024 | |||
| --- | --- | --- | --- | --- |
| Gross carrying amount | Book<br><br> <br>Value (i) | Gross carrying amount | Book<br><br> <br>Value (i) | |
| Financial assets | ||||
| At amortized cost | ||||
| Brazilian onshore sovereign bonds | 2,067,470 | 2,067,470 | - | - |
| Rural product note | 533,477 | 506,072 | 212,102 | 211,555 |
| Commercial notes | 4,679,784 | 4,676,873 | 2,638,006 | 2,624,591 |
| Total | 7,280,731 | 7,250,415 | 2,850,108 | 2,836,146 |
(i) Includes expected credit losses in the amount of R$ 30,317 (December 31, 2024 – R$ 13,962). The reconciliation of gross carrying amount and the expected credit loss segregated by stages are presented in the Note 10.
| d) | Securities on the financial liabilities classified at fair value through profit or loss are presented<br>in the following table: | |||
|---|---|---|---|---|
| June 30, 2025 | December 31, 2024 | |||
| --- | --- | --- | --- | --- |
| Gross carrying amount | Fair<br><br> <br>value | Gross carrying amount | Fair<br><br> <br>value | |
| Financial liabilities | ||||
| At fair value through profit or loss | ||||
| Securities (i) | 13,506,850 | 13,506,850 | 14,830,405 | 14,830,405 |
(i) Related to stock loan operations carried out through the Group's proprietary funds.
| e) | Debentures designated at fair value through profit or loss are presented in the following table: |
|---|
On May 6, 2021, XP Investimentos, issued non-convertible debentures, in the aggregate amount of R$ 500,018, and designated this instrument as fair value through profit or loss in order to align it with the Group’s risk management and investment strategy. The principal amount is due on April 10, 2036. The accrued interest is payable every month from the issuance date and is calculated based on the IPCA (Brazilian inflation index) plus 5% p.a.
| June 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Gross carrying amount | Fair<br><br> <br>value | Gross carrying amount | Fair<br><br> <br>Value | |
| Financial liabilities | ||||
| Designated at fair value through profit or loss | ||||
| Debentures | 642,767 | 464,003 | 623,620 | 422,971 |
16
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated |
|---|
Unrealized gains/(losses) due to own credit risk for liabilities for which the fair value option has been elected are recorded in other comprehensive income. Gain/(losses) due to own credit risk were not material for the six months period ended June 30, 2025 and 2024.
Determination of own credit risk for items forwhich the fair value option was elected
The debenture’s own credit risk is calculated as the difference between its yield and its benchmark rate for similar Brazilian federal securities.
e.1) Difference between aggregate fair value and aggregate remaining contractual principal balance outstanding
The following table reflects the difference between the aggregate fair value and the aggregate remaining contractual principal balance outstanding as of June 30, 2025, for instruments for which the fair value option has been elected.
| June 30, 2025 | ||||
|---|---|---|---|---|
| Contractual principal outstanding | Fair value | Fair value/(under) contractual principal outstanding | ||
| Long-term debt | ||||
| Debentures | 642,767 | 464,003 | (178,764) | |
| f) | Securities classified by maturity: | |||
| --- | --- | |||
| Assets | Liabilities | |||
| --- | --- | --- | --- | --- |
| June 30, 2025 | December 31, 2024 | June 30, 2025 | December 31, 2024 | |
| Financial assets | ||||
| At fair value through PL and OCI | ||||
| Current | 112,080,404 | 100,930,547 | 13,506,850 | 14,830,405 |
| Non-stated maturity | 78,868,544 | 68,336,068 | 13,506,850 | 14,830,405 |
| Up to 3 months | 18,421,607 | 7,800,480 | - | - |
| From 4 to 12 months | 14,790,253 | 24,793,999 | - | - |
| Non-current | 111,037,898 | 99,934,848 | 464,003 | 422,971 |
| After one year | 111,037,898 | 99,934,848 | 464,003 | 422,971 |
| Evaluated at amortized cost | ||||
| Current | 1,663,524 | 87,633 | - | - |
| Up to 3 months | 86,369 | 9,457 | - | - |
| From 4 to 12 months | 1,577,155 | 78,176 | - | - |
| Non-current | 5,586,891 | 2,748,513 | - | - |
| After one year | 5,586,891 | 2,748,513 | - | - |
| Total | 230,368,717 | 203,701,541 | 13,970,853 | 15,253,376 |
The reconciliation of expected loss to financial assets at amortized cost segregated by stages is demonstrated in Note 10.
17
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated | |
|---|---|
| 5. | Derivative financial instruments |
| --- | --- |
The Group trades derivative financial instruments with various counterparties to manage its overall exposures (interest rate, foreign currency and fair value of financial instruments) and to assist its customers in managing their own exposures.
Below is the composition of the derivative financial instruments portfolio (assets and liabilities) by type of instrument, stated fair value and by maturity:
| June 30, 2025 | ||||||
|---|---|---|---|---|---|---|
| Notional | FairValue | % | Up to 3 months | From 4 to 12 months | Above 12 months | |
| Assets | ||||||
| Options | 2,626,433,493 | 12,198,823 | 23 | 2,851,893 | 4,664,972 | 4,681,958 |
| Swap contracts | 850,774,813 | 24,200,029 | 46 | 3,028,216 | 3,599,555 | 17,572,258 |
| Forward contracts | 100,532,106 | 10,544,604 | 20 | 9,798,561 | 331,821 | 414,222 |
| Future contracts | 271,123,414 | 6,188,924 | 11 | 921,067 | 2,416,708 | 2,851,149 |
| Total | 3,848,863,826 | 53,132,380 | 100 | 16,599,737 | 11,013,056 | 25,519,587 |
| Liabilities | ||||||
| Options | 2,257,666,809 | 16,664,678 | 32 | 1,858,941 | 3,330,663 | 11,475,074 |
| Swap contracts | 779,294,329 | 19,984,865 | 38 | 2,843,696 | 3,565,959 | 13,575,210 |
| Forward contracts | 128,630,695 | 11,038,273 | 21 | 10,017,798 | 707,066 | 313,409 |
| Future contracts | 159,539,725 | 4,359,997 | 9 | 687,969 | 2,197,289 | 1,474,739 |
| Total | 3,325,131,558 | 52,047,813 | 100 | 15,408,404 | 9,800,977 | 26,838,432 |
| December 31, 2024 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Notional | FairValue | % | Up to 3 months | From 4 to 12 months | Above 12 months | |
| Assets | ||||||
| Options | 2,538,687,746 | 18,760,746 | 41 | 5,326,134 | 12,239,761 | 1,194,851 |
| Swap contracts | 758,053,043 | 21,743,021 | 47 | 2,296,009 | 606,502 | 18,840,510 |
| Forward contracts | 24,701,643 | 2,692,354 | 6 | 2,058,810 | 605,517 | 28,027 |
| Future contracts | 22,759,253 | 3,003,675 | 6 | <br>134,803 | <br>1,269,006 | 1,599,866 |
| Total | 3,344,201,685 | 46,199,796 | 100 | 9,815,756 | 14,720,786 | 21,663,254 |
| Liabilities | ||||||
| Options | 2,441,605,116 | 22,034,604 | 55 | 5,905,967 | 8,037,327 | 8,091,310 |
| Swap contracts | 825,780,642 | 14,000,255 | 35 | 2,501,045 | 1,106,887 | 10,392,323 |
| Forward contracts | 28,290,772 | 2,083,292 | 5 | 2,008,234 | 72,285 | 2,773 |
| Future contracts | 397,042,853 | 1,929,536 | 5 | 97,829 | 917,878 | 913,829 |
| Total | 3,692,719,383 | 40,047,687 | 100 | 10,513,075 | 10,134,377 | 19,400,235 |
| 6. | Hedge accounting | |||||
| --- | --- |
The Group has three types of hedge relationships: hedge of net investment in foreign operations; fair value hedge and cash flow hedge. For hedge accounting purposes, the risk factors measured by the Group are:
| · | Interest Rate: Risk of volatility in transactions<br>subject to interest rate variations; |
|---|---|
| · | Currency: Risk of volatility in transactions subject<br>to foreign exchange variations; |
| --- | --- |
| · | Stock Grant Charges: Risk of volatility in XP<br>Inc stock prices, listed on NASDAQ. |
| --- | --- |
The structure of risk limits is extended to the risk factor level, where specific limits aim at improving the monitoring and understanding processes, as well as avoiding concentration of these risks.
The structures designed for interest rate and exchange rate categories take into account total risk when there are compatible hedging instruments. In certain cases, management may decide to hedge a risk for the risk factor term and limit of the hedging instrument.
18
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated | |
|---|---|
| a) | Hedge of net investment in foreign operations |
| --- | --- |
The objective of the Group was to hedge the risk generated by the US$ variation from investments in our subsidiaries in the United States, XP Holding International LLC. and XP Advisors Inc. The Group has entered into future contracts to protect against changes in future cash flows and exchange rate variation of net investments in foreign operations.
The Group undertakes risk management through the economic relationship between hedge instruments and hedged items, in which it is expected that these instruments will move in opposite directions, in the same proportions, with the aim of neutralizing the risk factors.
| Hedged item | Hedge instrument | ||||
|---|---|---|---|---|---|
| Book Value | Variation in value recognized in Other comprehensive income | Notional value | Variation in theamounts used tocalculate hedgeineffectiveness | ||
| Strategies | Assets | Liabilities | |||
| June 30, 2025 | |||||
| Foreign exchange risk | |||||
| Hedge of net investment in foreign operations | 633,593 | - | (85,247) | 629,267 | 85,544 |
| Total | 633,593 | - | (85,247) | 629,267 | 85,544 |
| December 31, 2024 | |||||
| Foreign exchange risk | |||||
| Hedge of net investment in foreign operations | 675,168 | - | 136,598 | 708,102 | (138,777) |
| Total | 675,168 | - | 136,598 | 708,102 | (138,777) |
| b) | Fair value hedge | ||||
| --- | --- |
The Group’s fair value strategy consists of hedging the exposure to variation in fair value on the receipt, payment of interests and exchange variation on assets and liabilities.
The group applies fair value hedges as follows:
| · | Hedging the exposure of fixed-income securities<br>carried out through structured notes. The market risk hedge strategy involves avoiding temporary fluctuations in earnings arising from<br>changes in the interest rate market in Reais. Once this risk is offset, the Group seeks to index the portfolio to the CDI, through the<br>use of derivatives (DI1 Futuro). The hedge is contracted in order to neutralize the total exposure to the market risk of the fixed-income<br>funding portfolio, excluding the portion of the fixed-income compensation represented by the credit spread of Banco XP S.A., seeking to<br>obtain the closest match deadlines and volumes as possible. |
|---|---|
| · | Hedging to protect the change in the fair value<br>of the exchange and interest rate risk of the component of future cash flows arising from the XP Inc bond issued (financial liability)<br>by contracting derivatives. |
| --- | --- |
| · | Hedging the exposure of fixed-income securities<br>carried out through sovereign bonds issued by Brazilian government in BRL through the use of derivatives. The strategy involves avoiding<br>temporary fluctuations in statements of income arising from changes in the interest rate market. The hedge is contracted in order to neutralize<br>the exposure arising from the risk-free portion of the fixed-income securities, excluding the portion of the securities’ remuneration<br>represented by the credit spread. |
| --- | --- |
| · | Hedging the exposure to fixed interest rates in<br>BRL arising from the payroll loans portfolio through the use of derivatives. The strategy involves avoiding temporary fluctuations in<br>statements of income arising from changes in the interest rate market. |
| --- | --- |
| · | Hedging the exposure to floating interest rates<br>in BRL arising from loan operations indexed to IPCA (Brazilian inflation index) through the use of derivatives. The strategy involves<br>avoiding temporary fluctuations in statements of income arising from changes in the interest rate market. |
| --- | --- |
19
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated |
|---|
The effects of hedge accounting on the financial position and performance of the Group are presented below:
| Hedged item | Hedge instrument | ||||
|---|---|---|---|---|---|
| Book Value | Variation in value recognized in income | Notional value | Variation in theamounts used tocalculate hedgeineffectiveness | ||
| Strategies | Assets | Liabilities | |||
| June 30, 2025 | |||||
| Interest rate and foreign exchange risk | |||||
| Structured notes | - | 20,408,563 | (967,047) | 21,266,444 | 1,118,986 |
| Issued bonds | - | 2,310,770 | 233,250 | 2,345,912 | (235,996) |
| Brazilian sovereign bonds | 20,450,164 | - | 43,141 | 20,235,869 | (37,261) |
| Payroll loans | 1,933,201 | - | 17,411 | 1,951,378 | (15,052) |
| Loan operations | 2,947,397 | - | (25,002) | 2,941,895 | 29,371 |
| Total | 25,330,762 | 22,719,333 | (698,247) | 48,741,498 | 860,048 |
| Hedged item | Hedge instrument | ||||
| --- | --- | --- | --- | --- | --- |
| Book Value | Variation in value recognized in income | Notional value | Variation in theamounts used tocalculate hedgeineffectiveness | ||
| Strategies | Assets | Liabilities | |||
| December 31, 2024 | |||||
| Interest rate and foreign exchange risk | |||||
| Structured notes | - | 17,671,952 | 2,727,761 | 18,273,237 | (2,817,265) |
| Issued bonds | - | 2,612,153 | (779,318) | 2,544,997 | 861,368 |
| Brazilian sovereign bonds | 24,728,299 | - | (384,453) | 24,624,210 | 372,940 |
| Payroll loans | 842,210 | - | (31,328) | 850,579 | 29,466 |
| Loan operations | 2,381,358 | - | (17,669) | 2,377,504 | 16,600 |
| Total | 27,951,867 | 20,284,105 | 1,514,993 | 48,670,527 | (1,536,891) |
| c) | Cash flow hedge | ||||
| --- | --- |
In March 2022, XP Inc recorded a hedge structure, in order to neutralize the impacts of XP share price variation on highly probable labor tax payments related to share-based compensation plans using SWAP-TRS contracts. The transaction has been elected for hedge accounting and classified as cash flow hedge in accordance with IFRS 9. Labor tax payments are due upon delivery of shares to employees under share-based compensation plans and are directly related to share price at that time.
The effects of hedge accounting on the financial position and performance of the Group are presented below:
| Hedged item | Hedge instrument | ||||
|---|---|---|---|---|---|
| Book Value | Variation in value recognized in Other comprehensive income | Notional value | Variation in theamounts used tocalculate hedgeineffectiveness | ||
| Strategies | Assets | Liabilities | |||
| June 30, 2025 | |||||
| Market price risk | |||||
| Long term incentive plan taxes | - | 350,486 | (73,428) | 379,698 | 60,860 |
| Total | - | 350,486 | (73,428) | 379,698 | 60,860 |
| December 31, 2024 | |||||
| Market price risk | |||||
| Long term incentive plan taxes | - | 234,310 | 205,701 | 206,068 | (198,386) |
| Total | - | 234,310 | 205,701 | 206,068 | (198,386) |
The table below presents, for each strategy, the nominal value and the adjustments to the fair value of the hedging instruments and the book value of the hedged object:
20
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated | |||||
|---|---|---|---|---|---|
| June 30, 2025 | |||||
| --- | --- | --- | --- | --- | --- |
| Notional amount | Book value | Variation in fair value used to calculate hedge ineffectiveness | Hedge ineffectiveness recognized in income (i) | ||
| Hedge Instruments | Assets | Liabilities | |||
| Interest rate risk | |||||
| Futures | 48,678,035 | 25,330,762 | 22,655,852 | 868,963 | 161,386 |
| Foreign exchange risk | |||||
| Futures | 692,730 | 633,593 | 63,481 | 76,629 | 712 |
| Market price risk | |||||
| Swaps | 379,698 | - | 350,486 | 60,860 | (12,568) |
| December 31, 2024 | |||||
| --- | --- | --- | --- | --- | --- |
| Notional amount | Bookvalue<br><br> <br>**** | Variation in fair value used to calculate hedge ineffectiveness | Hedge ineffectiveness recognized in income (i) | ||
| Hedge Instruments | Assets | Liabilities | |||
| Interest rate risk | |||||
| Futures | 48,535,725 | 27,951,867 | 20,150,635 | (1,589,844) | (20,755) |
| Foreign exchange risk | |||||
| Futures | 842,904 | 675,168 | 133,470 | (85,824) | (3,322) |
| Market price risk | |||||
| Swaps | 206,068 | - | 234,310 | (198,386) | 7,315 |
(i) Hedge ineffectiveness is recognized in “Net income/(loss) from financial instruments at fair value through profit or loss” in the Group’s consolidated income statement.
The table below presents, for each strategy, the notional amount and the fair value adjustments of hedge instruments and the book value of the hedged item:
| June 30, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Strategies | Hedge instruments | Hedged item | Hedge instruments | Hedged item | ||
| Notional amount | Fair value adjustments | Book value | Notional amount | Fair value adjustments | Book value | |
| Hedge of fair value | 48,741,498 | 860,048 | (698,247) | 48,670,527 | (1,536,891) | 1,514,993 |
| Hedge of net investment in foreign operations | 629,267 | 85,544 | (85,247) | 708,102 | (138,777) | 136,598 |
| Hedge of cash flow | 379,698 | 60,860 | (73,428) | 206,068 | (198,386) | 205,701 |
| Total | 49,750,463 | 1,006,452 | (856,922) | 49,584,697 | (1,874,054) | 1,857,292 |
The table below shows the breakdown notional value by maturity of the hedging strategies:
| June 30, 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|
| 0-1 year | 1-2 years | 2-3 years | 3-4 years | 4-5 years | 5-10 years | Over 10 years | Total | |
| Hedge of fair value | 16,962,253 | 13,243,348 | 7,975,095 | 3,729,006 | 2,260,397 | 2,488,869 | 2,082,530 | 48,741,498 |
| Hedge of net investment in foreign operations | 629,267 | - | - | - | - | - | - | 629,267 |
| Hedge of cash flow | 379,698 | - | - | - | - | - | - | 379,698 |
| Total | 17,971,218 | 13,243,348 | 7,975,095 | 3,729,006 | 2,260,397 | 2,488,869 | 2,082,530 | 49,750,463 |
| December 31, 2024 | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 0-1 year | 1-2 years | 2-3 years | 3-4 years | 4-5 years | 5-10 years | Over 10 years | Total | |
| Hedge of fair value | 12,547,147 | 15,169,533 | 11,423,467 | 3,203,777 | 2,556,701 | 941,397 | 2,828,505 | 48,670,527 |
| Hedge of net investment in foreign operations | 708,102 | - | - | - | - | - | - | 708,102 |
| Hedge of cash flow | 206,068 | - | - | - | - | - | - | 206,068 |
| Total | 13,461,317 | 15,169,533 | 11,423,467 | 3,203,777 | 2,556,701 | 941,397 | 2,828,505 | 49,584,697 |
21
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated | |
|---|---|
| 7. | Loan operations |
| --- | --- |
Following is the breakdown of the carrying amount of loan operations by class, sector of debtor, maturity and concentration:
| Loans by type | June 30, 2025 | December 31, 2024 |
|---|---|---|
| Pledged asset loan | 24,398,794 | 23,217,323 |
| Retail | 14,138,824 | 12,674,565 |
| Companies | 4,227,698 | 4,516,553 |
| Credit card | 6,032,272 | 6,026,205 |
| Non-pledged loan | 9,202,240 | 6,431,221 |
| Retail | 245,388 | 549,148 |
| Companies | 6,782,069 | 3,506,397 |
| Credit card | 2,174,783 | 2,375,676 |
| Total loans operations | 33,601,034 | 29,648,544 |
| Expected Credit Loss (Note 10) | (486,419) | (420,081) |
| Total loans operations, net of Expected Loss | 33,114,615 | 29,228,463 |
| By maturity | June 30, 2025 | December 31, 2024 |
| --- | --- | --- |
| Overdue by 1 day or more | 419,338 | 304,052 |
| Due in 3 months or less | 5,637,898 | 6,014,440 |
| Due after 3 months through 12 months | 4,351,210 | 3,808,000 |
| Due after 12 months | 23,192,588 | 19,522,052 |
| Total loans operations | 33,601,034 | 29,648,544 |
| By concentration | June 30, 2025 | December 31, 2024 |
| --- | --- | --- |
| Largest debtor | 4,988,867 | 2,407,808 |
| 10 largest debtors | 7,313,284 | 4,799,033 |
| 20 largest debtors | 8,391,723 | 5,831,608 |
| 50 largest debtors | 9,948,952 | 7,475,742 |
| 100 largest debtors | 10,938,668 | 8,601,442 |
XP Inc offers loan products through Banco XP to its customers. The loan products offered are mostly (73% in June 30, 2025 and 78% in December 31, 2024) collateralized by customers’ investments on XP platform.
The reconciliation of gross carrying amount and the expected credit losses in loan operations, segregated by stages, according with IFRS 9, is demonstrated in Note 10.
| 8. | Prepaid expenses | |
|---|---|---|
| June 30, 2025 | December 31, 2024 | |
| --- | --- | --- |
| Commissions and premiums paid in advance (a) (b) | 3,765,639 | 3,948,012 |
| Marketing expenses | 23,734 | 16,791 |
| Services paid in advance (c) | 161,822 | 213,193 |
| Other expenses paid in advance | 219,878 | 185,237 |
| Total | 4,171,073 | 4,363,233 |
| Current | 939,798 | 935,046 |
| Non-current | 3,231,275 | 3,428,187 |
| (a) | Mostly comprised by long term investment programs implemented by XP CCTVM through its network of IFAs.<br>These commissions and premiums paid are recognized at the signing date of each contract and are amortized in the Group’s income<br>statement, linearly, according to the investment term period. | |
| --- | --- | |
| (b) | Include balances with related parties, in connection with the transactions disclosed on Note 2(d)(i). | |
| --- | --- | |
| (c) | Mostly related to software’s subscription licenses (software as a service "SaaS"). | |
| --- | --- |
22
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated | |
|---|---|
| 9. | Securities trading and intermediation (receivable and payable) |
| --- | --- |
Represented by operations at clearing organizations on behalf of and on account of third parties, with liquidation operating cycle between D+1 and D+5.
| June 30, 2025 | December 31, 2024 | |
|---|---|---|
| Receivables from clearings organizations | 734,396 | 1,521,064 |
| Debtors pending settlement | 4,898,684 | 4,985,532 |
| Other | 4,993 | 129,373 |
| (-) Expected losses (a) | (144,464) | (136,872) |
| Total Assets | 5,493,609 | 6,499,097 |
| Payables to clearings organizations | 764,374 | 1,499,960 |
| Creditors pending settlement | 3,409,379 | 3,222,114 |
| Customer's cash on investment account | 12,827,546 | 13,752,904 |
| Total Liabilities | 17,001,299 | 18,474,978 |
(a) The reconciliation of gross carrying amount and the expected loss segregated by stages according to IFRS 9 were demonstrated in Note 10.
| 10. | Expected Credit Losses on Financial Assets and Reconciliation of carrying amount |
|---|
It is presented below the reconciliation of gross carrying amount of financial assets through other comprehensive income and financial assets measured at amortized cost – that have their ECLs (Expected Credit Losses) measured using the three-stage model, the low credit risk simplification and the simplified approach and the ECLs as of June 30, 2025:
| June 30, 2025 | |||
|---|---|---|---|
| Gross carrying amount | Expected Credit Losses | Carrying amount, net | |
| Financial assets at fair value through other comprehensive income | |||
| Low credit risk simplification | |||
| Securities (i) (vi) | 52,388,938 | (10,086) | 52,388,938 |
| Financial assets amortized cost | |||
| Low credit risk simplification | |||
| Securities (i) | 7,280,731 | (30,316) | 7,250,415 |
| Securities purchased under agreements to resell (i) | 10,123,051 | (2,371) | 10,120,680 |
| Three stage model | |||
| Loans and credit card operations (ii) (iii) (iv) (vii) | 33,601,034 | (463,956) | 33,137,078 |
| Simplified approach | |||
| Securities trading and intermediation | 5,638,073 | (144,464) | 5,493,609 |
| Accounts receivable | 1,148,544 | (93,333) | 1,055,211 |
| Other financial assets | 9,144,785 | (42,938) | 9,101,847 |
| Total losses for on-balance exposures | 119,325,157 | (787,464) | 118,547,779 |
| Off-balance exposures (v) | 8,479,035 | (22,463) | 8,456,572 |
| Total exposures | 127,804,191 | (809,927) | 127,004,350 |
| (i) | Financial assets considered in Stage 1. | ||
| --- | --- | ||
| (ii) | As of June 30, 2025 are presented in Stage 1: Gross amount of R$ 30,469,317 and ECL of R$ 106,805; Stage<br>2: Gross amount of R$ 2,647,023 and ECL of R$ 80,652; Stage 3: Gross amount of R$ 484,694 and ECL of R$ 276,499, respectively. | ||
| --- | --- | ||
| (iii) | Gross amount: As of June 30, 2025 there were transfers between Stage 1 to Stage 2 of R$ 921,479; Stage<br>1 to Stage 3 of R$ 203,611; Stage 2 to Stage 1 of R$ 817,329; Stage 2 to Stage 3 of R$ 93,206; Stage 3 to Stage 1 of R$ 3,472 and Stage<br>3 to Stage 2 of R$ 4,820. | ||
| --- | --- |
23
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated | |||
|---|---|---|---|
| (iv) | Expected credit loss: As of June 30, 2025 there were transfers between Stage 1 to Stage 2 of R$ 28,806;<br>Stage 1 to Stage 3 of R$ 92,306; Stage 2 to Stage 1 of R$ 3,871; Stage 2 to Stage 3 of R$ 69,365; Stage 3 to Stage 1 of R$ 92,306 and<br>Stage 3 to Stage 2 of R$ 1,021. | ||
| --- | --- | ||
| (v) | Include credit cards limits and letters of guarantee. | ||
| --- | --- | ||
| (vi) | The loss allowance for ECL of R$ 10,086 on securities at fair value through other comprehensive income does<br>not reduce the carrying amount, but an amount equal to the allowance is recognized in OCI as an accumulated impairment amount, with corresponding<br>impairment gains or losses recognized in the statement of income. | ||
| --- | --- | ||
| (vii) | In the six months period ended June 30, 2025, there was R$ 115,001<br>of credit write-off. | ||
| --- | --- | ||
| December 31, 2024 | |||
| --- | --- | --- | --- |
| Gross carrying amount | Expected Credit Losses | Carrying amount, net | |
| Financial assets at fair value through other comprehensive income | |||
| Low credit risk simplification | |||
| Securities (i) (v) | 53,250,910 | (15,622) | 53,250,910 |
| Financial assets amortized cost | |||
| Low credit risk simplification | |||
| Securities (i) | 2,850,108 | (13,962) | 2,836,146 |
| Securities purchased under agreements to resell (i) | 22,059,501 | (2,364) | 22,057,137 |
| Three stage model | |||
| Loans and credit card operations (ii) (iii) (iv) | 29,648,544 | (396,994) | 29,251,550 |
| Simplified approach | |||
| Securities trading and intermediation | 6,635,969 | (136,872) | 6,499,097 |
| Accounts receivable | 854,828 | (75,885) | 778,943 |
| Other financial assets | 13,257,189 | (24,192) | 13,232,997 |
| Total losses for on-balance exposures | 128,557,049 | (665,891) | 127,906,780 |
| Off-balance exposures (credit card limits) | 7,873,551 | (23,087) | 7,850,464 |
| Total exposures | 136,430,600 | (688,978) | 135,757,244 |
| (i) | Financial assets considered in Stage 1. | ||
| --- | --- | ||
| (ii) | As of December 31, 2024 are presented in Stage 1: Gross amount of R$ 26,337,288 and ECL of R$ 79,029,<br>Stage 2: Gross amount of R$ 2,910,045 and ECL of R$ 87,885, Stage 3: Gross amount of R$ 401,211 and ECL of R$ 230,080, respectively. | ||
| --- | --- | ||
| (iii) | Gross amount: As of December 31, 2024 there were transfers between Stage 1 to Stage 2 of R$ 2,108,966,<br>Stage 1 to Stage 3 of R$ 309,713, Stage 2 to Stage 1 of R$ 710,801, Stage 2 to Stage 3 of R$ 125,492, Stage 3 to Stage 1 of R$ 2,108,966<br>and Stage 3 to Stage 2 of R$ 810. | ||
| --- | --- | ||
| (iv) | Expected credit loss: As of December 31, 2024 there were transfers between Stage 1 to Stage 2 of R$ 57,266,<br>Stage 1 to Stage 3 of R$ 148,947, Stage 2 to Stage 1 of R$ 1,173, Stage 2 to Stage 3 of R$ 2,872, Stage 3 to Stage 1 of R$ 130 and Stage<br>3 to Stage 2 of R$ 184. | ||
| --- | --- | ||
| (v) | The loss allowance for ECL of R$ 15,622 on securities at fair value through other comprehensive income<br>does not reduce the carrying amount, but an amount equal to the allowance is recognized in OCI as an accumulated impairment amount, with<br>corresponding impairment gains or losses recognized in the statement of income. | ||
| --- | --- |
24
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated | |
|---|---|
| 11. | Investments in associates and joint ventures |
| --- | --- |
Set out below are the associates and joint ventures of the Group as of June 30, 2025 and 2024.
| Entity | December31, 2024 | Acquisitions | Capitalcontributions/ (reductions) | Disposal | Equityin earnings | Dividends received | Other changes in equity (iv) | Goodwill (i) | June30, 2025 |
|---|---|---|---|---|---|---|---|---|---|
| Equity-accounted method | |||||||||
| Associates (ii.a) | 1,972,501 | 19,390 | (14,406) | - | 29,801 | (31,934) | (35,577) | 31,010 | 1,970,785 |
| Measured at fair value | |||||||||
| Associates (iii) | 1,546,278 | 2,245 | - | (1,111) | - | - | - | - | 1,547,412 |
| Total | 3,518,779 | 21,635 | (14,406) | (1,111) | 29,801 | (31,934) | (35,577) | 31,010 | 3,518,197 |
| Entity | December31, 2023 | Acquisitions | Disposal | Equityin earnings | Dividends received | Other changes in equity | June30, 2024 | ||
| --- | --- | --- | --- | --- | --- | --- | --- | ||
| Equity-accounted method | |||||||||
| Associates (ii.a) | 1,657,956 | - | - | 48,092 | (26,964) | (3,583) | 1,675,501 | ||
| Measured at fair value | |||||||||
| Associates (iii) | 1,450,704 | 4,462 | (879) | (342) | - | - | 1,453,945 | ||
| Total | 3,108,660 | 4,462 | (879) | 47,750 | (26,964) | (3,583) | 3,129,446 |
(i) Refers to acquisitions of associates and joint ventures. The goodwill recognized includes the amount of expected synergies arising from the investments and includes an element of contingent consideration.
(ii) As of June 30, 2025 and December 31, 2024, includes the interests in the total and voting capital of the following companies:
(a) Associates - Wealth High Governance Holding de Participações S.A. (49.9% of the total and voting capital on June 30, 2025 and December 31, 2024); NK112 Empreendimentos e Participações S.A. (49.9% of the total and voting capital on June 30, 2025 and December 31, 2024); Ável Participações Ltda. (“Ável”) (35% of the total and voting capital on June 30, 2025 and December 31, 2024); Monte Bravo Holding JV S.A. (45% of the total and voting capital on June 30, 2025 and December 31, 2024); Blue3 S.A. (42% of the total and voting capital on June 30, 2025 and December 31, 2024); FMX Capital S.A (36% of the total and voting capital on June 30, 2025 and December 31, 2024); SVN S.A (25% of the total and voting capital on June 30, 2025 and December 31, 2024); Manchester Assessores de Investimentos Ltda. (16% of the total and voting capital on June 30, 2025 and December 31, 2024) and Nomos Partnership Ltda. (35% of the total and voting capital on June 30, 2025).
(iii) As mentioned in Note 2 (c)(iii), the Group values the investments held through some proprietary investment funds at fair value. The fair value of investments is presented in the statement of income as Net income/(loss) from financial instruments at fair value through profit or loss. Contingent consideration amounts related to the investments at fair value held through proprietary investment funds are presented in Note 15.
(iv) In the six months period ended June 30, 2025, includes an amount of R$ 12,270 related to amortization of identifiable assets, in connection with the minority stake acquisitions disclosed in Note 2(d)(i).
25
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated | ||
|---|---|---|
| 12. | Property, equipment, goodwill, intangible assets and lease | |
| --- | --- | |
| a) | Changes in the period | |
| --- | --- | |
| Property and equipment | Intangible assets | |
| --- | --- | --- |
| As of January 1, 2024 | 373,362 | 2,502,045 |
| Additions | 63,527 | 59,945 |
| Business combination (i) | - | 103,544 |
| Write-offs | (80) | (20,534) |
| Foreign exchange | 342 | 116 |
| Depreciation / amortization in the period | (21,194) | (75,033) |
| As of June 30, 2024 | 415,957 | 2,570,083 |
| Cost | 623,628 | 2,843,543 |
| Accumulated depreciation / amortization | (207,671) | (273,460) |
| As of January 1, 2025 | 449,956 | 2,634,449 |
| Additions | 63,324 | 115,744 |
| Write-offs | (4,003) | (19,410) |
| Disposals | (135,748) | - |
| Foreign exchange | (703) | (28) |
| Depreciation / amortization in the period | (28,398) | (66,157) |
| As of June 30, 2025 | 344,428 | 2,664,598 |
| Cost | 542,211 | 3,057,227 |
| Accumulated depreciation / amortization | (197,783) | (392,629) |
(i) Related to fair value adjustments of identifiable assets and goodwill arising from the business combination with Banco Modal.
| b) | Impairment test for goodwill |
|---|
Given the interdependency of cash flows and the merger of business practices, all Group’s entities are considered a single cash generating unit (“CGU”) and, therefore, a goodwill impairment test is performed at the single operating level. Therefore, the carrying amount considered for the impairment test represents the Company’s equity.
The Group performs its annual impairment test in December and when circumstances indicates that the carrying value may be impaired. The Group’s impairment tests are based on value-in-use calculations. The key assumptions used to determine the recoverable amount for the cash generating unit were disclosed in the annual consolidated financial statements for the year ended December 31, 2024. As of June 30, 2025, there were no indicators of a potential impairment of goodwill.
| c) | Leases |
|---|
Set out below are the carrying amounts of the Group’s right-of-use assets and lease liabilities and the movements during the period.
| Right-of-use assets | Lease liabilities | |
|---|---|---|
| As of January 1, 2024 | 281,804 | 304,762 |
| Additions (i) | 159,983 | 159,949 |
| Depreciation expense | (37,595) | - |
| Write-off | (23,867) | (16,116) |
| Interest expense | - | 9,744 |
| Revaluation | 652 | - |
| Effects of exchange rate | 9,305 | 11,069 |
| Payment of lease liabilities | - | (68,421) |
| As of June 30, 2024 | 390,282 | 400,987 |
| Current | - | 253,793 |
| Non-current | 390,282 | 147,194 |
26
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated | ||
|---|---|---|
| Right-of-use assets | Lease liabilities | |
| --- | --- | --- |
| As of January 1, 2025 | 313,141 | 311,347 |
| Additions (i) | 115,361 | 115,298 |
| Depreciation expense | (43,873) | - |
| Write-off | - | - |
| Interest expense | - | 7,865 |
| Revaluation | 652 | - |
| Cancelation | (15,889) | (15,889) |
| Effects of exchange rate | (8,913) | (10,204) |
| Payment of lease liabilities | - | (65,841) |
| As of June 30, 2025 | 360,479 | 342,576 |
| Current | 85,856 | 56,602 |
| Non-current | 274,623 | 285,974 |
(i) Additions to right-to-use assets in the period include prepayments to lessors and accrued liabilities.
The Group did not recognize rent expense from short-term leases and low-value assets for the six and for the three months period ended June 30, 2025 and 2024. The total rent expense for the six months period ended June 30, 2025 of R$ 32,256 (R$ 16,003 – June 30, 2024) and for the three months period ended June 30, 2025 of R$ 16,169 (R$ 6,998 – June 30, 2024) includes other expenses related to leased offices such as condominiums.
| 13. | Financing Instruments Payable | ||||||
|---|---|---|---|---|---|---|---|
| June 30, 2025 | December 31, 2024 | ||||||
| --- | --- | --- | |||||
| Market funding operations (a) | 99,160,870 | 88,483,485 | |||||
| Deposits | 59,614,416 | 53,506,617 | |||||
| Demand deposits | 976,964 | 1,243,221 | |||||
| Time deposits | 58,093,034 | 51,638,802 | |||||
| Interbank deposits | 544,418 | 624,594 | |||||
| Financial bills | 14,995,196 | 14,193,253 | |||||
| Structured notes | 23,266,231 | 20,104,840 | |||||
| Others | 1,285,027 | 678,775 | |||||
| Debt securities (b) | 5,084,768 | 6,764,997 | |||||
| Debentures | - | 1,251,256 | |||||
| Bond | 5,084,768 | 5,513,741 | |||||
| Total | 104,245,638 | 95,248,482 | |||||
| Current | 58,341,369 | 52,036,137 | |||||
| Non-current | 45,904,269 | 43,212,345 | |||||
| (a) | Market funding operations maturity | ||||||
| --- | --- | ||||||
| June 30, 2025 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Class | Within 30 days | From 31 to 60 days | From 61 to 90 days | From 91 to 180 days | From 181 to 360 days | After 360 days | Total |
| Demand deposits | 976,964 | - | - | - | - | - | 976,964 |
| Time deposits | 4,692,581 | 7,403,823 | 8,860,247 | 18,800,118 | 7,049,918 | 11,286,347 | 58,093,034 |
| Interbank deposits | 391,067 | - | 2,417 | - | 54,013 | 96,921 | 544,418 |
| Financial bills | 677,553 | 932,445 | 278,141 | 2,016,766 | 2,198,841 | 8,891,450 | 14,995,196 |
| Structured notes | 161,638 | 145,879 | 53,698 | 365,464 | 1,766,253 | 20,773,299 | 23,266,231 |
| Others | - | - | 288,939 | 317,004 | 648,120 | 30,964 | 1,285,027 |
| Total | 6,899,803 | 8,482,147 | 9,483,442 | 21,499,352 | 11,717,145 | 41,078,981 | 99,160,870 |
27
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated | |||||||
|---|---|---|---|---|---|---|---|
| December 31, 2024 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Class | Within 30 days | From 31 to 60 days | From 61 to 90 days | From 91 to 180 days | From 181 to 360 days | After 360 days | Total |
| Demand deposits | 1,243,221 | - | - | - | - | - | 1,243,221 |
| Time deposits | 4,337,012 | 6,202,542 | 10,256,783 | 14,656,194 | 6,371,748 | 9,814,523 | 51,638,802 |
| Interbank deposits | - | - | - | - | 370,106 | 254,488 | 624,594 |
| Financial bills | 385,960 | 45,916 | 108,266 | 432,934 | 3,779,877 | 9,440,300 | 14,193,253 |
| Structured notes | 69,880 | 82,304 | 90,546 | 536,373 | 881,785 | 18,443,952 | 20,104,840 |
| Others | - | - | - | 4 | 573,886 | 104,885 | 678,775 |
| Total | 6,036,073 | 6,330,762 | 10,455,595 | 15,625,505 | 11,977,402 | 38,058,148 | 88,483,485 |
| (b) | Debt securities maturity | ||||||
| --- | --- |
The total balance is comprised of the following issuances:
| June 30, 2025 | December 31, 2024 | ||||||
|---|---|---|---|---|---|---|---|
| Rate type | Up to 1 year | 1-5 years | Total | Up to 1 year | 1-5 years | Total | |
| Bonds (i) | Fixed rate | 259,480 | 4,825,288 | 5,084,768 | 359,544 | 5,154,197 | 5,513,741 |
| Debentures (ii) | Floating rate | - | - | - | 1,251,256 | - | 1,251,256 |
| Total | 259,480 | 4,825,288 | 5,084,768 | 1,610,800 | 5,154,197 | 6,764,997 | |
| Current | 259,480 | 1,610,800 | |||||
| Non-current | 4,825,288 | 5,154,197 | |||||
| (i) | XP Inc Bonds | ||||||
| --- | --- |
On July 1, 2021, XP Inc. concluded the issuance of a gross of US$750 million senior unsecured notes with net proceeds of US$739 million (R$ 3,697 million) with maturity on July 1, 2026, and bear interest at the rate of 3.250% per year, guaranteed by XP Investimentos S.A. The principal amount will be paid on the maturity date and the interest is amortized every six months.
On July 2, 2024, XP Inc concluded an issuance of senior unsecured notes in an aggregate principal amount of US$500 million, with an interest rate of 6.75% and maturity date on July 2, 2029. The notes will be guaranteed by XP Investimentos S.A. The Company used the net proceeds from the offering of the notes to partially repurchase an amount equal to US$287 million of the 3.25% outstanding senior unsecured notes mentioned above.
| (ii) | XP Investimentos debentures |
|---|
On July 19, 2022, XP Investimentos issued non-convertible debentures in the amount of R$1,800,000 (R$900,000 of series 1 and R$900,000 of series 2). The debentures series, added together, has a maximum authorized issuance up to R$1,800,000. The principal amount, including the interest, will be paid on the maturity date as follow: (i) June 23, 2024 (series 1) and (ii) June 23, 2025 (series 2). The interest rates for series 1 and series 2 debentures are CDI+1.75% and CDI+1.90%, respectively. According to the maturity date of the Series 1 debentures, the principal amount was paid on June 23, 2024. The Serie 2 debentures were prepaid on January 31, 2025.
| 14. | Borrowings | |||
|---|---|---|---|---|
| Annual interest rate % | Maturity | June 30, 2025 | December 31, 2024 | |
| --- | --- | --- | --- | --- |
| Banco Citi México | Term SOFR(*)+0.60% | July 2025 | 1,482,732 | 1,666,432 |
| Banco Santander | Term SOFR(*)+0.79% | December 2025 | 975,162 | - |
| Bank of America | 4.332% | August 2025 | 150,413 | - |
| Bank of America | 4.410% | October 2025 | 197,617 | - |
| Bank of America | 4.410% | November 2025 | 197,617 | - |
| Total | 3,003,541 | 1,666,432 | ||
| Current | 3,003,541 | 1,666,432 | ||
| Non-current | - | - |
(*) Secured Overnight Financing Rate (SOFR).
28
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated | ||
|---|---|---|
| 15. | Other financial assets and financial liabilities | |
| --- | --- | |
| a) | Other financial assets | |
| --- | --- | |
| June 30, 2025 | December 31, 2024 | |
| --- | --- | --- |
| Foreign exchange portfolio | 21,254 | 2,231,898 |
| Compulsory deposits at Brazilian Central Bank | 7,722,982 | 6,596,467 |
| Other deposits at Brazilian Central Bank (i) | 1,299,999 | 4,343,999 |
| Other | 100,550 | 84,825 |
| (-) Expected losses (ii) | (42,938) | (24,192) |
| Total | 9,101,847 | 13,232,997 |
| Current | 7,581,606 | 11,919,324 |
| Non-current | 1,520,241 | 1,313,673 |
(i) As of June 30, 2025, the amount of R$ 1,299,999 (December 31, 2024 - R$ 4,343,999) is being presented as cash equivalents in the statements of cash flows.
(ii) The reconciliation of gross carrying amount and the expected loss according to IFRS 9 are presented in Note 10.
| b) | Other financial liabilities | |
|---|---|---|
| June 30, 2025 | December 31, 2024 | |
| --- | --- | --- |
| Foreign exchange portfolio | 729,641 | 2,476,659 |
| Structured financing (i) | 3,613,978 | 3,282,750 |
| Credit cards operations | 7,997,616 | 8,138,657 |
| Contingent consideration (ii) | 117,401 | 116,777 |
| Lease liabilities | 342,576 | 311,347 |
| Other | 987,795 | 404,673 |
| Total | 13,789,007 | 14,730,863 |
| Current | 13,396,982 | 14,343,495 |
| Non-current | 392,025 | 387,368 |
(i) Financing with prime brokers through the Group's proprietary fund Multistrategy using some of its own financial assets as collateral.
(ii) Contractual contingent considerations obligations are mostly associated with the acquisition of participation in associates. The maturity of total contingent consideration payment is up to 4 years and the contractual maximum amount payable is R$ 300,000 (the minimum amount is zero).
| 16. | Other assets and other liabilities | |
|---|---|---|
| a) | Other assets | |
| --- | --- | |
| June 30, 2025 | December 31, 2024 | |
| --- | --- | --- |
| Energy contracts (i) | 4,533,797 | 5,164,402 |
| Other | 357,733 | 363,788 |
| Total | 4,891,530 | 5,528,190 |
29
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated | ||
|---|---|---|
| b) | Other liabilities | |
| --- | --- | |
| June 30, 2025 | December 31, 2024 | |
| --- | --- | --- |
| Energy contracts (i) | 561,752 | 1,012,855 |
| Other | 55,975 | 67,235 |
| Total | 617,727 | 1,080,090 |
| (i) | Energy contracts agreed through the subsidiary XP Comercializadora de Energia Ltda. | |
| --- | --- | |
| 17. | Retirement plans and insurance liabilities | |
| --- | --- |
a) Retirement plans
As of June 30, 2025, active plans are principally accumulation of financial resources through products PGBL and VGBL structured in the form of variable contribution, for the purpose of granting participants with returns based on the accumulated capital in the form of monthly withdraws for a certain term or temporary monthly withdraws.
In this respect, such financial products represent investment contracts that have the legal form of private pension plans, but which do not transfer insurance risk to the Group. Therefore, contributions received from participants are accounted for as liabilities and balance consists of the participant’s balance in the linked Specially Constituted Investment Fund (“FIE”) on the reporting date (Note 4 (a)(i)).
Changes in the period:
Retirement plans without insurance risk, underthe scope of IFRS 9
| 2025 | 2024 | |
|---|---|---|
| As of January 1, | 66,104,805 | 56,371,063 |
| Contributions received | 1,592,785 | 2,219,965 |
| Transfer with third party plans | 2,685,958 | 2,027,053 |
| Withdraws | (2,516,834) | (1,737,488) |
| Other provisions (Constitution/Reversion) | (1,035,049) | 37,672 |
| Monetary correction and interest income | 4,712,310 | 1,980,141 |
| As of June 30, | 71,543,975 | 60,898,406 |
Retirement plans with insurance risk, under the scope of IFRS 17
| 2025 | ||
|---|---|---|
| Liabilityfor Remaining Coverage (“LRC”) | Liabilityfor Incurred Claims (“LIC”) | |
| As of January 1, | - | - |
| Cash flows | 1,075,186 | (11,446) |
| Acquisition cash flows paid | (48) | - |
| Claims and other expenses paid | - | (11,446) |
| Premiums received | 1,075,234 | - |
| Statement of income and comprehensive income | 15,624 | 11,446 |
| Insurance finance expenses | 27,680 | - |
| Insurance service result | (12,056) | 11,446 |
| As of June 30, | 1,090,810 | - |
| 2025 | 2024 | |
| --- | --- | --- |
| Total retirement plans as of June 30, | 72,634,785 | 60,898,406 |
30
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated |
|---|
b) Insurance liabilities
| 2025 | 2024 | |||
|---|---|---|---|---|
| Liabilityfor Remaining Coverage (“LRC”) | Liability<br><br> <br>forIncurred Claims (“LIC”) | Liabilityfor Remaining Coverage (“LRC”) | Liability<br><br> <br>forIncurred Claims (“LIC”) | |
| As of January 1, | 114,992 | 4,590 | 36,790 | 315 |
| Cash flows | 84,680 | (6,762) | 70,917 | (1,756) |
| Acquisition cash flows paid | (12,641) | - | (5,162) | - |
| Claims and other expenses paid | - | (6,762) | - | (1,756) |
| Premiums received | 97,321 | - | 76,079 | - |
| Statement of income and comprehensive income | 36,194 | 7,690 | (25,513) | 2,095 |
| Insurance finance expenses | 54,560 | 242 | (18,074) | 39 |
| Insurance service result | (18,366) | 7,448 | (7,439) | 2,056 |
| As of June 30, | 235,866 | 5,518 | 82,194 | 654 |
| 2025 | 2024 | |||
| --- | --- | --- | ||
| Total insurance liabilities as of June 30, | 241,384 | 82,848 |
31
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated | |
|---|---|
| 18. | Income tax |
| --- | --- |
| a) | Deferred income tax |
| --- | --- |
Deferred tax assets (DTA) and deferred tax liabilities (DTL) are comprised of the main following components:
| Balance sheet | Net change in the six monthsperiod ended June 30, | |||
|---|---|---|---|---|
| June 30, 2025 | December 31, 2024 | 2025 | 2024 | |
| Tax losses carryforwards | 1,743,702 | 1,051,966 | 691,736 | 6,864 |
| Goodwill on business combinations (i) | 63,174 | 51,319 | 11,855 | 5,268 |
| Provisions for IFAs’ commissions | 83,479 | 84,756 | (1,277) | 564 |
| Revaluations of financial assets at fair value | (379,802) | 294,985 | (674,787) | 283,573 |
| Expected credit losses (ii) | 348,284 | 334,008 | 14,276 | (34,794) |
| Profit sharing plan | 232,348 | 298,538 | (66,190) | (22,360) |
| Net gain/(loss) on hedge instruments | (37,406) | (31,854) | (5,552) | (626) |
| Share based compensation | 688,455 | 558,744 | 129,711 | 84,429 |
| Other provisions | (187,482) | (19,817) | (167,665) | 55,447 |
| Total | 2,554,752 | 2,622,645 | (67,893) | 378,365 |
| Deferred tax assets | 2,855,622 | 2,887,935 | ||
| Deferred tax liabilities | (300,870) | (265,290) | ||
| (i) | For Brazilian tax purposes, goodwill is amortized at least in 5 years on a straight-line basis when the<br>entity acquired is sold or merged into the acquirer company. | |||
| --- | --- | |||
| (ii) | Include expected credit loss on accounts receivable, loan operations and other financial assets. | |||
| --- | --- |
The changes in the net deferred tax were recognized as follows:
| Sixmonths period ended June 30, | ||
|---|---|---|
| 2025 | 2024 | |
| As of January, 1 | 2,622,645 | 2,017,771 |
| Foreign exchange variations | 23,007 | 1,500 |
| Charges to statement of income | 213,852 | 45,274 |
| Tax relating to components of other comprehensive income | (274,118) | 409,209 |
| Other deferred taxes | (30,634) | (77,618) |
| As of June 30, | 2,554,752 | 2,396,136 |
Unrecognized deferred taxes
Deferred tax assets are recognized for tax losses to the extent that the realization of the related tax benefit against future taxable profits is probable. The Group did not recognize deferred tax assets of R$ 23,184 (December 31, 2024 - R$ 50,661) mainly in respect of losses from subsidiaries overseas and that can be carried forward and used against future taxable income.
| b) | Income tax expense reconciliation |
|---|
The tax on the Group's pre-tax profit differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated entities. The following is a reconciliation of income tax expense to profit (loss) for the period, calculated by applying the combined Brazilian statutory rates at 34% for the six and three months period ended June 30:
32
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated | ||||
|---|---|---|---|---|
| Six months period | Three months period | |||
| --- | --- | --- | --- | --- |
| ended June 30, | ended June 30, | |||
| 2025 | 2024 | 2025 | 2024 | |
| Income before taxes | 2,580,630 | 2,472,111 | 1,317,906 | 1,383,658 |
| Combined tax rate in Brazil (a) | 34% | 34% | 34% | 34% |
| Tax expense at the combined rate | 877,414 | 840,518 | 448,088 | 470,444 |
| Effects from entities taxed at different rates | 8,392 | 148,717 | 7,671 | 108,833 |
| Effects from entities taxed at different taxation regimes (b) | (633,372) | (491,152) | (319,501) | (212,812) |
| Intercompany transactions with different taxation | (165,511) | (78,965) | (105,046) | (32,775) |
| Tax incentives and related donation programs | (1,788) | (4,936) | (1,073) | (4,817) |
| Nondeductible expenses (non-taxable income), net | (61,989) | (89,553) | (33,653) | (63,209) |
| Others | - | - | - | 67 |
| Total | 23,146 | 324,629 | (3,513) | 265,731 |
| Current | 236,998 | 369,903 | 131,816 | 314,488 |
| Deferred | (213,852) | (45,274) | (135,329) | (48,757) |
| Total expense / (credit) | 23,146 | 324,629 | (3,513) | 265,731 |
| (a) | Considering that XP Inc. is domiciled in Cayman and there is no income tax in that jurisdiction, the combined<br>tax rate of 34% demonstrated above is the current rate applied to XP Controle 3 Participações S.A., which is the holding<br>company of mostly of the operating entities of XP Inc. in Brazil. | |||
| --- | --- | |||
| (b) | Certain eligible subsidiaries adopted the PPM tax regime and the effect of the presumed profit of subsidiaries<br>represents the difference between the taxation based on this method and the amount that would be due based on the statutory rate applied<br>to the taxable profit of the subsidiaries. Additionally, some entities and investment funds adopt different taxation regimes according<br>to the applicable rules in their jurisdictions. | |||
| --- | --- |
Other comprehensive income
The tax (charge)/credit relating to components of other comprehensive income is as follows:
| Beforetax | (Charge)/<br><br> <br>Credit | Aftertax | |
|---|---|---|---|
| Foreign exchange variation of investees located abroad | 84,568 | - | 84,568 |
| Gains (losses) on net investment hedge | (69,184) | - | (69,184) |
| Changes in the fair value of financial assets at fair value | (1,030,451) | 409,209 | (621,242) |
| As of June 30, 2024 | (1,015,067) | 409,209 | (605,858) |
| Foreign exchange variation of investees located abroad | (89,935) | - | (89,935) |
| Gains (losses) on net investment hedge | 85,544 | - | 85,544 |
| Changes in the fair value of financial assets at fair value | 650,678 | (274,118) | 376,560 |
| Other | (47,146) | - | (47,146) |
| As of June 30, 2025 | 599,141 | (274,118) | 325,023 |
| 19. | Equity | ||
| --- | --- | ||
| (a) | Issued capital | ||
| --- | --- |
The Company has an authorized share capital of US$ 35 thousand, corresponding to 3,500,000,000 authorized shares with a par value of US$ 0,00001 each of which:
| · | 2,000,000,000 shares are designated as Class A<br>common shares and issued; and |
|---|---|
| · | 1,000,000,000 shares are designated as Class B<br>common shares and issued. |
| --- | --- |
33
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated |
|---|
The remaining 500,000,000 authorized but unissued shares are presently undesignated and may be issued by our board of directors as common shares of any class or as shares with preferred, deferred or other special rights or restrictions. Therefore, the Company is authorized to increase capital up to this limit, subject to approval of the Board of Directors.
On August 15, 2024, XP Inc issued 985,297 Class A common shares (R$ 106,412) to acquire 22% of SVN´s shares, in a non-cash equity exchange transaction.
As of June 30, 2025, the Company had R$ 26 of issued capital which were represented by 423,602,891 Class A common shares and 104,432,034 Class B common shares.
| (b) | Additional paid-in capital and capital reserve |
|---|
Class A and Class B common shares, have the following rights:
| · | Each holder of a Class B common share is entitled,<br>in respect of such share, to 10 votes per share, whereas the holder of a Class A common share is entitled, in respect of such share, to<br>one vote per share. |
|---|---|
| · | Each holder of Class A common shares and Class<br>B common shares vote together as a single class on all matters (including the election of directors) submitted to a vote of shareholders,<br>except as provided below and as otherwise required by law. |
| --- | --- |
| · | Class consents from the holders of Class A common<br>shares and Class B common shares, as applicable, shall be required for any modifications to the rights attached to their respective class<br>of shares. The rights conferred on holders of Class A common shares shall not be deemed to be varied by the creation or issue of further<br>Class B common shares and vice versa; and |
| --- | --- |
| · | the rights attaching to the Class A common shares<br>and the Class B common shares shall not be deemed to be varied by the creation or issue of shares with preferred or other rights, including,<br>without limitation, shares with enhanced or weighted voting rights. |
| --- | --- |
The Articles of Association provide that at any time when there are Class A common shares in issue, Class B common shares may only be issued pursuant to: (a) a share split, subdivision of shares or similar transaction or where a dividend or other distribution is paid by the issue of shares or rights to acquire shares or following capitalization of profits; (b) a merger, consolidation, or other business combination involving the issuance of Class B common shares as full or partial consideration; or (c) an issuance of Class A common shares, whereby holders of the Class B common shares are entitled to purchase a number of Class B common shares that would allow them to maintain their proportional ownership and voting interests in XP Inc.
The Board of Directors approved in December 2019 a share based long-term incentive plan, which the maximum number of shares should not exceed 5% of the issued and outstanding shares. As of June 30, 2025, the outstanding number of shares reserved under the plans were 17,286,885 restricted stock units (“RSUs”) (December 31, 2024 – 14,426,088) and 579,540 performance stock units (“PSUs”) (December 31, 2024 – 579,540) to be issued at the vesting dates.
The additional paid-in capital refers to the difference between the purchase price that the shareholders pay for the shares and their par value. Under Cayman Law, the amount in this type of account may be applied by the Company to pay distributions or dividends to members, pay up unissued shares to be issued as fully paid, for redemptions and repurchases of own shares, for writing off preliminary expenses, recognized expenses, commissions or for other reasons. All distributions are subject to the Cayman Solvency Test which addresses the Company’s ability to pay debts as they fall due in the natural course of business.
| (c) | Treasury shares |
|---|
The Group recognized amounts of treasury shares as a result of the share purchase agreement with Itaú Unibanco, signed on June 2022 and the share buy-back programs (Note 1.1). The treasury shares are registered as a deduction from equity until the shares are canceled or reissued.
During the six months period ended June 30, 2025, the Company repurchased 10,918,882 Class A common shares (R$ 914,825) and canceled 12,053,924 Class A common shares (R$ 999,215) held in treasury.
As of June 30, 2025, the Group held 192,058 Class A common shares (December 31, 2024 – 1,327,100) and 1,056,308 Class B common shares (December 31, 2024 – 1,056,308) in treasury, totaling an amount of R$ 137,790 (December 31, 2024 – R$ 222,180).
| (d) | Dividends distribution |
|---|
The Group has not adopted a dividend policy with respect to future distributions of dividends. The amount of any distributions will depend on many factors such as the Company's results of operations, financial condition, cash requirements, prospects and other factors deemed relevant by XP Inc. board of directors and, where applicable, the shareholders.
34
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated |
|---|
For the six months period ended June 30, 2025 and 2024, XP Inc. has not declared and paid dividends to the shareholders.
Non-controlling shareholders of some XP Inc’s subsidiaries has received dividends of R$ 358 and R$ 598 during the six months period ended June 30, 2025 and 2024, respectively.
| (e) | Other comprehensive income |
|---|
Other comprehensive income consists of changes in the fair value of financial assets at fair value through other comprehensive income, while these financial assets are not realized. Also includes gains (losses) on net investment hedge, foreign exchange variation of investees located abroad and cash flow hedge reserve.
| 20. | Related party transactions |
|---|
Transactions with related parties includes transactions among the Company and its subsidiaries in the course of normal operations include services rendered such as: (i) education, consulting and business advisory; (ii) financial advisory and financial consulting in general; (iii) management of resources and portfolio management; (iv) information technology and data processing; (v) insurance and (vi) loan operations. The effects of these transactions have been eliminated and do not have effects on the consolidated financial statements.
Transactions with related parties also includes transactions among the Company and its associates related to commissions and premiums paid in advance, as described in Note 8.
| 21. | Provisions and contingent liabilities |
|---|
The Company and its subsidiaries are party to judicial and administrative litigations before various courts and government bodies, arising from the ordinary course of operations, involving tax, civil and labor matters and other issues. Periodically, Management evaluates the tax, civil and labor risks, based on legal, economic and tax supporting data, in order to classify the risks as probable, possible or remote, in accordance with the chances of them occurring and being settled, taking into consideration, case by case, the analyses prepared by external and internal legal advisors.
| June 30, 2025 | December 31,2024 | |
|---|---|---|
| Tax contingencies | 1,540 | 1,540 |
| Civil contingencies | 50,465 | 58,738 |
| Labor contingencies | 109,764 | 85,895 |
| Total provision | 161,769 | 146,173 |
| Judicial deposits (i) | 49,033 | 35,411 |
| (i) | There are circumstances in which the Group is questioning the legitimacy of certain litigations or claims<br>filed against it. As a result, either because of a judicial order or based on the strategy adopted by management, the Group might be required<br>to secure part or the whole amount in question by means of judicial deposits, without this being characterized as the settlement of the<br>liability. These amounts are classified as “Other assets” on the balance sheets and referred above for information. | |
| --- | --- |
Changes in the provision during the period
| Six months period ended June 30, | Three months period ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| At the beginning of period | 146,173 | 97,678 | 173,058 | 101,508 |
| Monetary correction | 42,563 | 27,563 | 8,063 | 12,165 |
| Provision accrued | 41,019 | 49,988 | 16,770 | 38,326 |
| Provision reversed | (44,521) | (33,520) | (21,346) | (10,301) |
| Payments | (23,465) | (12,729) | (14,776) | (12,718) |
| At the end of period | 161,769 | 128,980 | 161,769 | 128,980 |
35
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated |
|---|
Nature of claims
| a) | Civil |
|---|
Most of the civil and administrative claims involve matters that are normal and specific to the business and refer to demands for indemnity primarily due to: (i) financial losses in the stock market; (ii) portfolio management; and (iii) alleged losses generated from the liquidation of customers assets in portfolio due to margin cause and/or negative balance. As of June 30, 2025, there were 736 (December 31, 2024 - 681) civil and administrative claims for which the likelihood of loss has been classified as probable, in the amount of R$ 50,465 (December 31, 2024 - R$ 58,738).
| b) | Labor |
|---|
Labor claims to which the Group is party primarily concern: (i) the existence (or otherwise) of a working relationship between the Group and IFAs; and (ii) severance payment of former employees. As of June 30, 2025, the Company and its subsidiaries are defendants in 333 cases (December 31, 2024 - 275) involving labor matters for which the likelihood of loss has been classified as probable, in the amount of R$ 109,764 (December 31, 2024 - R$ 85,895).
Contingent liabilities - probability of lossclassified as possible
In addition to the provisions mentioned above, the Company and its subsidiaries are party to several labor, civil and tax contingencies in progress, in which they are the defendants, and the likelihood of loss, based on the opinions of the internal and external legal advisors, is considered possible. The contingencies amount to approximately R$ 2,684,712 (December 31, 2024 - R$ 2,481,746).
Below these claims are summarized by nature:
| June 30, 2025 | December 31, 2024 | |
|---|---|---|
| Tax (i) (ii) (iii) | 1,447,647 | 1,338,518 |
| Civil (iv) | 1,077,269 | 970,615 |
| Labor (v) | 159,796 | 172,613 |
| Total | 2,684,712 | 2,481,746 |
| (i) | Employees Profit Sharing Plans: In 2015, 2019, 2021, 2022 and 2024 tax authorities issued assessments<br>against the Group mainly related to allegedly unpaid social security contributions on amounts due and paid to employees as profit sharing<br>plans related to calendar years of 2011, 2015, 2017, 2018, 2019 and 2020. According to the tax authorities, the Group profit sharing plans<br>did not comply with the provisions of Law 10,101/00. The risk of loss for these claims is classified as possible by the external counsels. | |
| --- | --- | |
| a. | Tax assessment related to 2011: The first and the second administrative appeals were denied, and currently<br>the Group awaits judgment on the special appeal before the Superior Court of the Administrative Council of Tax Appeals (“CSRF”).<br>The amount claimed is R$ 22,627. | |
| --- | --- | |
| b. | Tax assessment related to 2015: The first and the second administrative appeals were denied, and currently<br>the Group awaits judgment on the special appeal before the CSRF. The amount claimed is R$ 57,376. | |
| --- | --- | |
| c. | Tax assessment related to 2017: In this case, in addition to the claim related to the employees’<br>profit-sharing plan, tax authorities are also challenging the deductibility of the amounts paid under the plan to the members of the Board<br>for the purposes of Corporate Income Tax (IRPJ), for 2016 and 2017. Administrative appeals were filed against both assessments. The appeal<br>related to social security contributions is awaiting judgment by the Federal Revenue Service of Brazil (“RFB”), while the<br>appeal related to IRPJ was denied by the RFB, and a second level appeal is currently awaiting judgment. The total amount claimed is R$<br>132,522. | |
| --- | --- | |
| d. | Tax assessment related to 2018: An administrative appeal was filed against the assessment, which awaits<br>judgment by the RFB. The total amount claimed is R$ 160,845. | |
| --- | --- | |
| e. | In June 2022, the Group was notified by the Public Labor Ministry for alleged unpaid FGTS (Fund for Severance<br>Indemnity Payment) on the amounts paid to employees under profit sharing plans related to years 2015 to 2020. According to the tax authorities,<br>the Group profit sharing plans did not comply with | |
| --- | --- |
36
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated |
|---|
the provisions of Law 10,101/00. The Group presented its administrative defense which awaits judgment. The total amount claimed is R$ 193,917.
| f. | Tax assessment related to 2019: An administrative appeal was filed against the assessment, which awaits<br>judgment by the RFB. The amount claimed is R$ 216,130. |
|---|---|
| g. | Tax assessment related to 2020: An administrative appeal was filed against the assessment, which awaits<br>judgement by the RFB. The total amount claimed is R$ 382,210. |
| --- | --- |
| (ii) | Amortization of goodwill: The Group also received four tax assessments in which the tax authorities challenge<br>the deductibility for the purpose of Corporate Income Tax (IRPJ) and Social Contribution of Net Profits (CSLL) of the expenses deriving<br>from the amortization of goodwill registered upon the acquisitions made by the Group between 2013 and 2016. According to the tax authorities,<br>the goodwill was registered in violation of Laws 9.532/97 and 12.973/14, respectively. Currently, two of the proceedings are pending judgment<br>by the RFB and the other two await judgement by the CARF, since the administrative appeals were denied. Also, the Group has filed two<br>lawsuits to prevent the issuance of new tax assessments and/or the application of the 150% penalty by the tax authorities in relation<br>to expenses of such goodwill incurred in other periods. The risk of loss for these claims is classified as possible by the external counsels.<br>The amount claimed is R$ 101,821. |
| --- | --- |
| (iii) | Banco Modal S.A. - Employees Profit Sharing Plan: In March 2016, tax authorities issued an assessment<br>against Banco Modal mainly related to alleged unpaid social security contributions on amounts due and paid to employees as profit sharing<br>plan on calendar year 2012. In June 2025, Banco Modal joined a tax settlement program to pay the social security contributions with a<br>65% reduction on the amount claimed. The total amount still owed is R$ 2,694, which will be paid in 12 equal monthly installments. |
| --- | --- |
| (iv) | The Group is defendant in 2,626 (December 31, 2024 – 2,130) civil and administrative claims by customers<br>and investment agents, mainly related to portfolio management, risk rating, copyrights and contract termination. The total amount represents<br>the collective maximum value to which the Group is exposed based on the claims’ amounts monetarily restated. |
| --- | --- |
| (v) | The Group is defendant in 255 (December 31, 2024 – 235) labor claims by former employees. The total<br>amount represents the collective maximum value to which the Group is exposed based on the claims’ amounts monetarily restated. |
| --- | --- |
| 22. | Total revenue and income |
| --- | --- |
| a) | Net revenue from services rendered |
| --- | --- |
Revenue from contracts with customers derives mostly from services rendered and fees charged at daily transactions from customers, therefore mostly recognized at a point in time. Disaggregation of revenue by major service lines are as follows:
| Six months period ended June 30, | Three months period ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Major service lines | ||||
| Brokerage commission | 1,000,894 | 1,036,193 | 527,662 | 540,829 |
| Securities placement | 932,285 | 1,175,973 | 454,836 | 686,445 |
| Management fees | 853,841 | 853,268 | 440,618 | 442,658 |
| Insurance brokerage fee | 118,185 | 100,793 | 60,532 | 51,652 |
| Commission fees | 525,537 | 468,222 | 285,036 | 259,827 |
| Other services | 348,412 | 275,627 | 195,951 | 147,928 |
| Gross revenue from services rendered | 3,779,154 | 3,910,076 | 1,964,635 | 2,129,339 |
| (-) Sales taxes and contributions on services (i) | (334,722) | (337,616) | (170,131) | (180,730) |
| Net revenue from services rendered | 3,444,432 | 3,572,460 | 1,794,504 | 1,948,609 |
| (i) | Mostly related to taxes on services (ISS) and contributions on revenue (PIS and COFINS). | |||
| --- | --- |
37
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated | ||||
|---|---|---|---|---|
| b) | Net income/(loss) from financial instruments | |||
| --- | --- | |||
| Six months period ended June 30, | Three months period ended June 30, | |||
| --- | --- | --- | --- | --- |
| 2025 | 2024 | 2025 | 2024 | |
| Net income/(loss) from financial instruments at fair value through profit or loss | 7,437,924 | 4,880,958 | 3,749,682 | 2,629,850 |
| Net income/(loss) from financial instruments measured at amortized cost and at fair value through other comprehensive income | (1,991,416) | (17,994) | (1,045,681) | (256,327) |
| Total income from financial instruments | 5,446,508 | 4,862,964 | 2,704,001 | 2,373,523 |
| (-) Taxes and contributions on financial income | (90,965) | (163,310) | (43,053) | (102,874) |
| Net income/(loss) from financial instruments | 5,355,543 | 4,699,654 | 2,660,948 | 2,270,649 |
| c) | Disaggregation by geographic location | |||
| --- | --- |
Breakdown of total net revenue and income and selected assets by geographic location:
| Six months period ended June 30, | Three months period ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Brazil | 7,150,198 | 7,918,977 | 3,017,959 | 4,046,452 |
| Other countries | 1,649,777 | 353,137 | 1,437,493 | 172,806 |
| Revenues | 8,799,975 | 8,272,114 | 4,455,452 | 4,219,258 |
| June 30, 2025 | December 31, 2024 | |||
| Brazil | 16,340,053 | 16,399,995 | ||
| Other countries | 180,158 | 860,308 | ||
| Selected assets (i) | 16,520,211 | 17,260,303 |
(i) Selected assets are total assets of the Group, less: cash, financial assets and deferred tax assets and are presented by geographic location.
None of the clients represented more than 10% of our revenues for the periods presented.
| 23. | Operating costs | |||
|---|---|---|---|---|
| Six months period ended June 30, | Three months period ended June 30, | |||
| --- | --- | --- | --- | --- |
| 2025 | 2024 | 2025 | 2024 | |
| Commission and incentive costs | 1,662,879 | 1,699,361 | 832,436 | 847,763 |
| Operating losses | 91,926 | 77,672 | 46,179 | 38,326 |
| Other costs | 847,579 | 678,189 | 440,829 | 350,317 |
| Clearing house and proprietary funds fees | 328,106 | 268,210 | 167,234 | 132,690 |
| Third parties’ services | 36,722 | 35,208 | 18,816 | 19,858 |
| Credit card cashback | 237,187 | 220,342 | 131,875 | 117,659 |
| Other | 245,564 | 154,429 | 122,904 | 80,110 |
| Total | 2,602,384 | 2,455,222 | 1,319,444 | 1,236,406 |
38
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated | ||||
|---|---|---|---|---|
| 24. | Operating expenses by nature | |||
| --- | --- | |||
| Six months period ended June 30, | Three months period ended June 30, | |||
| --- | --- | --- | --- | --- |
| 2025 | 2024 | 2025 | 2024 | |
| Selling expenses (a) | 136,945 | 64,975 | 80,108 | 32,921 |
| Administrative expenses | 3,020,941 | 2,907,603 | 1,572,443 | 1,455,952 |
| Personnel expenses | 1,984,147 | 1,984,648 | 1,014,480 | 978,021 |
| Compensation | 876,751 | 704,491 | 425,895 | 311,642 |
| Employee profit-sharing and bonus | 759,681 | 845,948 | 392,958 | 434,198 |
| Other personnel expenses (b) | 347,715 | 434,209 | 195,627 | 232,181 |
| Other taxes expenses | 29,563 | 57,361 | 17,369 | 23,737 |
| Depreciation of property and equipment and right-of-use assets | 72,271 | 58,789 | 35,932 | 29,870 |
| Amortization of intangible assets and investments | 78,427 | 75,033 | 40,640 | 35,891 |
| Data processing | 539,161 | 416,367 | 292,185 | 205,585 |
| Technical services | 66,601 | 67,351 | 36,844 | 33,418 |
| Third parties' services | 100,381 | 113,707 | 62,518 | 65,777 |
| Other administrative expenses (c) | 150,390 | 134,347 | 72,475 | 83,653 |
| Total | 3,157,886 | 2,972,578 | 1,652,551 | 1,488,873 |
(a) Selling expenses refer to advertising and publicity.
(b) Other personnel expenses include executives profit-sharing, benefits, social charges and others.
(c) Other administrative expenses include rent, communication and travel expenses, legal and judicial and other expenses.
| 25. | Other operating income (expenses), net | |||
|---|---|---|---|---|
| Six months period ended June30, | Three months period ended June 30, | |||
| --- | --- | --- | --- | --- |
| 2025 | 2024 | 2025 | 2024 | |
| Other operating income | 171,722 | 173,874 | 117,522 | 129,564 |
| Revenue from incentives from Tesouro Direto, B3 and others (a) | 72,096 | 101,532 | 63,759 | 91,676 |
| Interest received on tax | 20,846 | 26,594 | 11,252 | 19,595 |
| Recovery of charges and expenses | 2,520 | 14,107 | 448 | 7,054 |
| Reversal of operating provisions | 45,401 | 3,797 | 33,087 | 16,282 |
| Other | 36,224 | 27,844 | 14,341 | (5,043) |
| (-) Taxes and contributions | (5,365) | - | (5,365) | - |
| Other operating expenses | (71,617) | (69,442) | (40,042) | (34,353) |
| Legal proceedings and agreement with customers | (22,646) | (17,074) | (11,345) | 1,381 |
| Associations and regulatory fees | (10,346) | - | (6,012) | - |
| Charity | (902) | (5,661) | (736) | (3,178) |
| Other (b) | (37,723) | (46,707) | (21,949) | (32,556) |
| Total | 100,105 | 104,432 | 77,480 | 95,211 |
(a) Includes incentives received from third parties, mainly due to the joint development of retail products, and also the association of such entities with the XP ecosystem.
(b) Includes, mostly, losses on write-off of property, equipment, intangible assets and leases.
39
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated | |
|---|---|
| 26. | Share-based plan |
| --- | --- |
| (i) | Outstanding shares granted and valuation inputs |
| --- | --- |
The maximum number of shares available for issuance under the share-based plan shall not exceed 5% of the issued and outstanding shares.
Set out below are summaries of XP Inc's Restricted Stock Units (“RSU”) and Performance Stock Units (“PSU”) activity for the six months period ended June 30, 2025.
| RSUs | PSUs | Total | |
|---|---|---|---|
| (In thousands, except weighted-average data, and where otherwise stated) | Number of units | Number of units | Number of units |
| Outstanding, January 1, 2025 | 14,426,088 | 579,540 | 15,005,628 |
| Granted | 3,800,542 | - | 3,800,542 |
| Forfeited | (549,793) | - | (549,793) |
| Vested | (389,952) | - | (389,952) |
| Outstanding, June 30, 2025 | 17,286,885 | 579,540 | 17,866,425 |
For the six and three months periods ended June 30, 2025, the total compensation expense of both plans was, respectively, R$ 320,510 and R$ 153,509 (2024 - R$ 328,329 and R$ 150,681), including R$ 34,863 and R$ 16,286 of tax provisions (2024 - R$ 114,481 and R$ 78,289) and does not include any tax benefits on total share-based compensation expense once this expense is not deductible for tax purposes. The tax benefits will be perceived when the shares are converted into common shares.
Since the inception of the plans in 2019, the original grant-date fair value of RSU plans has ranged from US$ 11.16 to US$ 51.03 and of PSU plans has ranged from US$ 37.99 to US$ 64.68.
| 27. | Earnings per share (basic and diluted) |
|---|
Basic earnings per share is calculated by dividing net income for the period attributed to the owners of the parent by the weighted average number of ordinary shares outstanding during the period.
Diluted earnings per share is calculated by dividing net income attributable to owners of XP Inc by the weighted average number of shares outstanding during the year plus the weighted average number of shares that would be issued on conversion of all dilutive potential shares into shares by applying the treasury stock method. The shares in the share-based plan are the only shares with potential dilutive effect.
The following table presents the calculation of net income applicable to the owners of the parent and basic and diluted EPS:
| Six months period ended June 30, | Three months period ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Net income attributable to owners of the parent | 2,554,461 | 2,147,268 | 1,318,942 | 1,117,252 |
| Basic weighted average number of outstanding shares (i)(iii) | 531,563 | 546,139 | 527,883 | 543,848 |
| Basic earnings per share – R$ | 4.8056 | 3.9317 | 2.4986 | 2.0543 |
| Effect of dilution | ||||
| Share-based plan (ii) (iii) | 6,248 | 7,891 | 7,933 | 7,637 |
| Diluted weighted average number of outstanding shares (iii) | 537,811 | 554,030 | 535,816 | 551,485 |
| Diluted earnings per share – R$ | 4.7497 | 3.8757 | 2.4616 | 2.0259 |
| (i) | See on Note 19, the number of XP Inc.’s outstanding common shares during the period. | |||
| --- | --- | |||
| (ii) | See on Note 26, the number of shares granted and forfeited during the period regarding XP Inc.’s Share-based plan. | |||
| --- | --- | |||
| (iii) | Thousands of shares. | |||
| --- | --- |
40
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated | |
|---|---|
| 28. | Determination of fair value |
| --- | --- |
The Group measures financial instruments such as certain financial investments and derivatives at fair value at each balance sheet date.
Level 1: The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the reporting period. The financial instruments included in the level 1 consist mainly in public financial instruments and financial instruments negotiated on active markets (i.e., stock exchanges).
Level 2: The fair value of financial instruments that are not traded in active markets is determined using valuation techniques, which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value as an instrument are directly or indirectly observable, the instrument is included in level 2. The financial instruments classified as level 2 are composed mainly from private financial instruments and financial instruments negotiated in a secondary market.
Level 3: If one or more of the significant inputs is unobservable, the instrument is included in level 3. This is the case for unlisted equity securities.
Specific valuation techniques used to value financial instruments include:
| · | Financial assets (other than derivatives) –<br>The fair value of securities is determined by reference to their closing prices on the date of presentation of the consolidated financial<br>statements. If there is no market price, fair value is estimated based on the present value of future cash flows discounted using the<br>observable rates and market rates on the date of presentation. |
|---|---|
| · | Swap – These operations swap cash flow based<br>on the comparison of profitability between two indexers. Thus, the agent assumes both positions – put in one indexer and call on<br>another. |
| --- | --- |
| · | Forward – At the market quotation value,<br>and the installments receivable or payable are fixed to a future date, adjusted to present value, based on market rates published at B3. |
| --- | --- |
| · | Futures – Foreign exchange rates, prices<br>of shares and commodities are commitments to buy or sell a financial instrument at a future date, at a contracted price or yield and may<br>be settled in cash or through delivery. Daily cash settlements of price movements are made for all instruments. |
| --- | --- |
| · | Options – Option contracts give the purchaser<br>the right to buy or sell the instrument at a fixed price negotiated at a future date. Those who acquire the right must pay a premium to<br>the seller. This premium is not the price of the instrument, but only an amount paid to have the option (possibility) to buy or sell the<br>instrument at a future date for a previously agreed price. |
| --- | --- |
| · | Other financial assets and liabilities –<br>Fair value, which is determined for disclosure purposes, is calculated based on the present value of the principal and future cash flows,<br>discounted using the observable rates and market rates on the date the financial statements are presented. |
| --- | --- |
| · | Loans operations – Fair value is determined<br>through the present value of expected future cash flows discounted using the observable rates and market rates on the date the financial<br>statements are presented. |
| --- | --- |
| · | Contingent consideration – Fair value of<br>the contingent consideration liability related to acquisitions is estimated by applying the income approach and discounting the expected<br>future payments to selling shareholders under the terms of the purchase and sale agreements. |
| --- | --- |
Below are the Group financial assets and liabilities by level within the fair value hierarchy. The Group assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels:
41
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated | |||||
|---|---|---|---|---|---|
| June 30, 2025 | |||||
| --- | --- | --- | --- | --- | --- |
| Level 1 | Level 2 | Level 3 | Fair Value | Book Value | |
| Financial Assets | |||||
| Financial assets at Fair value through profit or loss | |||||
| Securities | 148,037,746 | 23,423,578 | 371,739 | 171,833,063 | 171,833,063 |
| Derivative financial instruments | 6,188,924 | 46,943,456 | - | 53,132,380 | 53,132,380 |
| Investments in associates measured at fair value | - | - | 1,547,412 | 1,547,412 | 1,547,412 |
| Fair value through other comprehensive income | |||||
| Securities | 51,285,239 | - | - | 51,285,239 | 51,285,239 |
| Evaluated at amortized cost | |||||
| Securities | 2,067,470 | 5,087,091 | - | 7,154,561 | 7,250,415 |
| Securities purchased under agreements to resell | - | 10,152,934 | - | 10,152,934 | 10,120,680 |
| Securities trading and intermediation | - | 5,493,609 | - | 5,493,609 | 5,493,609 |
| Accounts receivable | - | 1,055,211 | - | 1,055,211 | 1,055,211 |
| Loan operations | - | 33,431,504 | - | 33,431,504 | 33,114,615 |
| Other financial assets | - | 9,101,847 | - | 9,101,847 | 9,101,847 |
| Financial liabilities | |||||
| Fair value through profit or loss | |||||
| Securities | 13,506,850 | 464,003 | - | 13,970,853 | 13,970,853 |
| Derivative financial instruments | 4,359,997 | 47,687,816 | - | 52,047,813 | 52,047,813 |
| Evaluated at amortized cost | |||||
| Securities sold under repurchase agreements | - | 71,146,247 | - | 71,146,247 | 71,157,493 |
| Securities trading and intermediation | - | 17,001,299 | - | 17,001,299 | 17,001,299 |
| Financing instruments payable | - | 104,051,461 | - | 104,051,461 | 104,245,638 |
| Borrowings | - | 3,025,141 | - | 3,025,141 | 3,003,541 |
| Accounts payables | - | 719,885 | - | 719,885 | 719,885 |
| Other financial liabilities | - | 13,671,606 | 117,401 | 13,789,007 | 13,789,007 |
| December 31, 2024 | |||||
| --- | --- | --- | --- | --- | --- |
| Level 1 | Level 2 | Level 3 | Fair Value | Book Value | |
| Financial Assets | |||||
| Financial assets at Fair value through profit or loss | |||||
| Securities | 123,368,069 | 26,245,585 | 371,760 | 149,985,414 | 149,985,414 |
| Derivative financial instruments | 3,003,675 | 43,196,121 | - | 46,199,796 | 46,199,796 |
| Investments in associates measured at fair value | - | - | 1,546,278 | 1,546,278 | 1,546,278 |
| Fair value through other comprehensive income | |||||
| Securities | 50,879,981 | - | - | 50,879,981 | 50,879,981 |
| Evaluated at amortized cost | |||||
| Securities | - | 2,874,382 | - | 2,874,382 | 2,836,146 |
| Securities purchased under resale agreements | - | 22,010,879 | - | 22,010,879 | 22,057,137 |
| Securities trading and intermediation | - | 6,499,097 | - | 6,499,097 | 6,499,097 |
| Accounts receivable | - | 778,943 | - | 778,943 | 778,943 |
| Loan operations | - | 29,145,291 | - | 29,145,291 | 29,228,463 |
| Other financial assets | - | 13,232,997 | - | 13,232,997 | 13,232,997 |
| Financial liabilities | |||||
| Fair value through profit or loss | |||||
| Securities | 14,830,405 | 422,971 | - | 15,253,376 | 15,253,376 |
| Derivative financial instruments | 1,929,536 | 38,118,151 | - | 40,047,687 | 40,047,687 |
| Evaluated at amortized cost | |||||
| Securities sold under repurchase agreements | - | 71,693,244 | - | 71,693,244 | 71,779,721 |
| Securities trading and intermediation | - | 18,474,978 | - | 18,474,978 | 18,474,978 |
| Financing instruments payable | - | 94,662,035 | - | 94,662,035 | 95,248,482 |
| Borrowings | - | 1,666,432 | - | 1,666,432 | 1,666,432 |
| Accounts payables | - | 763,465 | - | 763,465 | 763,465 |
| Other financial liabilities | - | 14,614,086 | 116,777 | 14,730,863 | 14,730,863 |
As of June 30, 2025 and December 31, 2024, the total contingent consideration liability is reported at fair value and is dependent on the profitability of the acquired associate and businesses. The total contingent consideration is classified within Level 3 of the fair value hierarchy. The contingent consideration liability represents the maximum amount payable under the purchase and sale agreements discounted using an appropriate rate, which includes the Brazilian risk-free rate.
42
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated |
|---|
Changes in an average discount rate of 13.61% by 100 bps would increase/decrease the fair value of contingent consideration liability by R$ 2,109.
The investments held through our investees which are considered to be venture capital investments are classified as Level 3 of the fair value hierarchy. The inputs used by the Group are derived for discounted rates for these investments using a capital asset model to calculate a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the asset. Change in the discount rate by 100 bps would increase/decrease the fair value by R$ 15,474.
Transfers into and out of fair value hierarchy levels are analyzed at the end of each consolidated financial statement. As of June 30, 2025, the Group had no transfers between Level 2 and Level 3.
| 29. | Management of financial risks and financial instruments |
|---|
(a) Overview
The Group’s activities are exposed to a variety of financial risks: credit risk, liquidity risk, market risk (including currency risk, interest rate risk and price risk), and operational risk. The Group’s overall risk management structure focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial performance. The Group uses derivative financial instruments to mitigate certain risk exposures. It is the Group’s policy that no trading in derivatives for speculative purposes may be undertaken.
(b) Risk management structure
Management has overall responsibility for establishing and supervising the risk management structure of the Group. Risk Management is under a separated structure from business areas, reporting directly to the CEO and the Risk Committee, to ensure exemption of conflict of interest, and segregation of functions appropriate to good corporate governance and market practices.
The risk management policies of the Group are established to identify and analyze the risks faced, to set appropriate risk limits and controls, and to monitor risks and adherence to the limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in the activities of the Group. Our risk appetite is defined in our Risk Appetite Statement (RAS) and reviewed on an annual basis. The Group, through its training and management standards and procedures, developed a disciplined and constructive control environment within which all its employees are aware of their duties and obligations.
Regarding the subsidiary Banco XP and the other subsidiaries components of XP Prudential Conglomerate (Brazilian Central Bank oversight definition), the organizational structure is based on the recommendations proposed by the Basel Accord, in which procedures, policies and methodology are formalized consistent with risk tolerance and with the business strategy and the various risks inherent to the operations and/or processes, including market, liquidity, credit and operating risks. The Group seeks to follow the same risk management practices as those applying to all companies.
Such risk management processes are also related to going concern management procedures, mainly in terms of formulating impact analyses, business continuity plans, contingency plans, backup plans and crisis management.
The unaudited interim condensed consolidated financial statements do not include all financial risk management information and disclosures required in the annual financial statements; they should be read in conjunction with the Group’s annual financial statements as of December 31, 2024. There have been no changes in the risk management department or in any risk management policies since the year-end.
Sensitivity analysis
According to the market information, the Group performed the sensitivity analysis by market risk factors considered relevant. The largest losses, by risk factor, in each of the scenarios were presented with an impact on the profit or loss, providing a view of the exposure by risk factor of the Group in exceptional scenarios. The following sensitivity analyzes do not consider the functioning dynamics of risk and treasury areas, since once these losses are detected, risk mitigation measures are quickly triggered, minimizing the possibility of significant losses.
43
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated | ||||
|---|---|---|---|---|
| June 30,<br><br> <br>2025 | ||||
| --- | --- | --- | --- | --- |
| Trading portfolio | Exposures | Scenarios | ||
| Risk factors | Risk of variationin: | I | II | III |
| Fixed interest rate | Fixed interest rate in Reais | (282) | (108,655) | (183,988) |
| Exchange coupons | Foreign currencies coupon rate | (80) | (14,832) | (33,699) |
| Foreign currencies | Exchange rates | (80) | (33,370) | (102,432) |
| Price indexes | Inflation coupon rates | (45) | (2,580) | 6,917 |
| Shares | Shares prices | 498 | (50,761) | (62,456) |
| Commodities | Commodities price | (259) | (1,167) | (19,290) |
| (248) | (211,365) | (394,948) | ||
| December 31,<br><br> <br>2024 | ||||
| --- | --- | --- | --- | --- |
| Trading portfolio | Exposures | Scenarios | ||
| Risk factors | Risk of variationin: | I | II | III |
| Fixed interest rate | Fixed interest rate in Reais | (117) | (8,285) | 50,065 |
| Exchange coupons | Foreign currencies coupon rate | (28) | (6,905) | (15,497) |
| Foreign currencies | Exchange rates | (124) | 64,512 | 148,169 |
| Price indexes | Inflation coupon rates | (68) | (11,606) | (24,563) |
| Shares | Shares prices | (5,858) | (162,112) | (458,841) |
| Commodities | Commodities price | (320) | (4,471) | 17,579 |
| (6,515) | (128,867) | (283,088) |
Scenario I: Increase of 1 basis point in the rates in the fixed interest rate yield, exchange coupons, inflation and 1 percentage point in the prices of shares, commodities and currencies;
Scenario II: Project a variation of 25 percent in the rates of the fixed interest yield, exchange coupons, inflation, prices of shares, commodities and currencies, both rise and fall, being considered the largest losses resulting by risk factor; and
Scenario III: Project a variation of 50 percent in the rates of the fixed interest yield, exchange coupons, inflation, prices of shares, commodities and currencies, both rise and fall, being considered the largest losses resulting from the risk factor.
| 30. | Capital Management |
|---|---|
| (i) | Minimum capital requirements |
| --- | --- |
Although capital is managed considering the consolidated position, certain subsidiaries are subject to minimum capital requirement from local regulators.
The subsidiary Banco XP, leader of the Prudential Conglomerate (which includes XP CCTVM, XP DTVM, Banco Modal and Modal DTVM), under BACEN regulation regime, is required to maintain a minimum capital and follow aspects from the Basel Accord.
The subsidiary XP Vida e Previdência operates in retirement plans and insurance business and is oversight by the SUSEP, being required to present Adjusted Shareholders' Equity (PLA) equal to or greater than the Minimum Required Capital (“CMR”), CMR is equivalent to the highest value between base capital and Venture Capital Liquidity (“CR”).
On June 30, 2025, the subsidiaries Banco XP and XP Vida e Previdência were in compliance with all capital requirements.
There is no requirement for compliance with a minimum capital for the other Group companies.
44
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated | |||||
|---|---|---|---|---|---|
| 31. | Cash flow information | ||||
| --- | --- | ||||
| (i) | Debt reconciliation | ||||
| --- | --- | ||||
| Debt securities (i) | |||||
| --- | --- | --- | --- | --- | --- |
| Borrowings | Lease liabilities | Debentures and notes | Bonds | Total | |
| Total debt as of January 1, 2024 | 2,199,422 | 304,762 | 2,806,774 | 3,546,567 | 8,857,525 |
| Acquisitions / Issuance | - | 159,949 | - | - | 159,949 |
| Payments | (51,916) | (68,421) | (1,170,612) | - | (1,290,949) |
| Write-offs | - | (16,116) | - | - | (16,116) |
| Net foreign exchange differences | 325,327 | 11,069 | - | 541,743 | 878,139 |
| Interest accrued | 55,226 | 9,744 | 167,890 | 67,351 | 300,211 |
| Interest paid | - | - | (17,473) | (66,093) | (83,566) |
| Total debt as of June 30, 2024 | 2,528,059 | 400,987 | 1,786,579 | 4,089,568 | 8,805,193 |
| Total debt as of January 1, 2025 | 1,666,432 | 311,347 | 1,874,875 | 5,813,950 | 9,666,604 |
| Acquisitions / Issuance | 2,385,137 | 115,298 | - | - | 2,500,435 |
| Payments | (730,435) | (65,841) | (1,266,496) | - | (2,062,772) |
| Net foreign exchange differences | (336,474) | (10,204) | - | (724,419) | (1,071,097) |
| Interest accrued | 59,587 | 7,865 | 42,075 | 149,752 | 259,279 |
| Interest paid | (40,706) | - | (7,687) | (39,869) | (88,262) |
| Cancelation | - | (15,889) | - | - | (15,889) |
| Total debt as of June 30, 2025 | 3,003,541 | 342,576 | 642,767 | 5,199,414 | 9,188,298 |
Debt securities include Debentures measured at FVPL presented in Note 4(e) and does not include fair value adjustments of (i) Debentures - R$ (178,764) (R$ (200,648) - December 31, 2024) and (ii) Bonds - R$ (114,646) (R$ (300,209) - December 31, 2024).
| ii) | Cash reconciliation for operating, investing and financing activities |
|---|
During the six months period ended June 30, 2024, the Group paid R$ 670,464 in connection with the minority stake acquisitions disclosed in note 2(d)(i).
During the six months period ended June 30, 2025, the Group paid R$ 113,127 in connection with the minority stake acquisitions disclosed in note 2(d)(i). The Group also paid a total amount of R$ 119,182 in contingent consideration arrangements, due to the achievement of the triggers provided for in the shareholders’ agreement with its associates.
| iii) | Non-cash reconciliation for operating, investing and financing activities |
|---|
During the six months period ended June 30, 2025, the Group sold property and equipment assets in a total amount of R$ 132,004, which is payable in 10 years, indexed to CDI. The amount was recorded through ‘Accounts receivable’.
45
| XP Inc. and its subsidiaries<br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of June 30, 2025<br><br>In thousands of Brazilian Reais, unless otherwise stated |
|---|

