6-K

XP Inc. (XP)

6-K 2025-11-17 For: 2025-11-17
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Added on April 04, 2026

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 November 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: November 17, 2025

EXHIBIT INDEX

Exhibit No. Description
99.1 XP Inc. – Unaudited interim condensed consolidated financial statements for the three and nine months periods ended September 30, 2025.

Exhibit 99.1

XP Inc.

Interim condensed consolidatedfinancial statements atSeptember 30, 2025and report on review

Report on review of interim condensedconsolidated financial statements

To the Board of Directors and Shareholders

XP Inc.

Introduction

We have reviewed the accompanying interim condensed consolidated balance sheets of XP Inc. and its subsidiaries ("Company") as at September 30, 2025 and the related interim condensed consolidated statements of income and of comprehensive income for the quarter and nine-month periods then ended, and the interim condensed consolidated statements of changes in equity and cash flows for the nine-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 consolidated 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, November 17, 2025

PricewaterhouseCoopers<br><br><br><br><br><br><br><br>Auditores Independentes Ltda.<br><br><br><br>CRC 2SP000160/O-5 Marcos Paulo Putini<br><br><br><br>Contador<br>CRC 1SP212529/O-8
www.pwc.com.br PricewaterhouseCoopers Auditores Independentes Ltda.<br> Avenida Brigadeiro Faria Lima, 3732, Edifício B32, 16^o^,<br> São Paulo, SP, Brasil, 04538-132<br><br>T: +55 (11) 4004-8000
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XP Inc. and its subsidiaries<br><br>Unaudited interim condensed consolidated financial statements<br><br>for the three and nine months periods ended September 30, 2025

Tableof 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 of preparation and changes to the Group’s accounting policies 9
3.   Securities purchased (sold) under resale (repurchase) agreements 14
4.   Securities 15
5.   Derivative financial instruments 18
6.   Hedge accounting 20
7.   Loan operations 23
8.   Prepaid expenses 24
9.   Securities trading and intermediation (receivable and payable) 24
10.   Expected Credit Losses on Financial Assets and Reconciliation of carrying amount 25
11.   Investments in associates and joint ventures 26
12.   Property, equipment, goodwill, intangible assets and lease 27
13.   Financing Instruments Payable 29
14.   Borrowings 30
15.   Other financial assets and financial liabilities 30
16.   Other assets and other liabilities 31
17.   Retirement plans and insurance liabilities 32
18.   Income tax 33
19.   Equity 34
20.   Related party transactions 36
21.   Provisions and contingent liabilities 36
22.   Total revenue and income 38
23.   Operating costs 39
24.   Operating expenses by nature 40
25.   Other operating income (expenses), net 40
26.   Share-based plan 41
27.   Earnings per share (basic and diluted) 41
28.   Determination of fair value 42
29.   Management of financial risks and financial instruments 44
30.   Capital Management 45
31.   Cash flow information 45
32.   Subsequent events 46
XP Inc. and its subsidiaries<br><br>Unaudited interim condensed consolidated balance sheets<br><br>As of September 30, 2025 and December 31, 2024<br><br>In thousands of Brazilian Reais ****
---
Assets Note September 30, 2025 December 31, 2024
--- --- --- ---
Cash 12,412,802 5,610,548
Financial assets 366,905,285 321,697,974
Fair value through profit or loss 240,427,922 196,185,210
Securities 4 184,428,152 149,985,414
Derivative financial instruments 5 55,999,770 46,199,796
Fair value through other comprehensive income 42,557,777 50,879,981
Securities 4 42,557,777 50,879,981
Evaluated at amortized cost 83,919,586 74,632,783
Securities 4 8,134,005 2,836,146
Securities purchased under resale agreements 3 15,029,274 22,057,137
Securities trading and intermediation 9 5,812,102 6,499,097
Accounts receivable 1,171,155 778,943
Loan operations 7 34,028,397 29,228,463
Other financial assets 15 19,744,653 13,232,997
Other assets 10,301,584 10,657,119
Recoverable taxes 578,537 452,555
Rights-of-use assets 12 326,187 313,141
Prepaid expenses 8 4,096,783 4,363,233
Other 16 5,300,077 5,528,190
Deferred tax assets 18 3,050,840 2,887,935
Investments in associates and joint ventures 11 3,682,642 3,518,779
Property and equipment 12 420,570 449,956
Goodwill and intangible assets 12 2,703,398 2,634,449
Total assets 399,477,121 347,456,760

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 September 30, 2025 and December 31, 2024<br><br>In thousands of Brazilian Reais ****
Liabilities and equity Note September 30, 2025 December 31, 2024
--- --- --- ---
Financial liabilities 288,571,988 257,965,004
Fair value through profit or loss 78,261,504 55,301,063
Securities 4 23,744,269 15,253,376
Derivative financial instruments 5 54,517,235 40,047,687
Evaluated at amortized cost 210,310,484 202,663,941
Securities sold under repurchase agreements 3 70,931,249 71,779,721
Securities trading and intermediation 9 17,436,158 18,474,978
Financing instruments payable 13 106,737,477 95,248,482
Accounts payables 734,021 763,465
Borrowings 14 1,575,535 1,666,432
Other financial liabilities 15 12,896,044 14,730,863
Other liabilities 86,856,792 69,179,229
Social and statutory obligations 831,986 1,310,911
Taxes and social security obligations 770,398 417,668
Retirement plans and insurance liabilities 17 84,436,732 66,224,387
Provisions and contingent liabilities 21 170,331 146,173
Other 16 647,345 1,080,090
Deferred tax liabilities 18 379,705 265,290
Total liabilities 375,808,485 327,409,523
Equity attributable to owners of the Parent company 19 23,663,948 20,043,557
Issued capital 26 26
Capital reserve 20,337,712 20,939,689
Other comprehensive income (276,509) (673,978)
Treasury shares (271,362) (222,180)
Retained earnings 3,874,081 -
Non-controlling interest 4,688 3,680
Total equity 23,668,636 20,047,237
Total liabilities and equity 399,477,121 347,456,760

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

4
XP Inc. and its subsidiaries<br><br><br><br>unaudited interim condensed consolidated statements of income and of comprehensive income<br><br>For the three and nine months periods ended September 30, 2025 and 2024<br><br><br><br>In thousands of Brazilian Reais, except earnings per share
Nine months period ended September  30, Three months period ended September 30,
--- --- --- --- --- ---
Note 2025 2024 2025 2024
Net revenue from services rendered 22 5,534,897 5,512,945 2,090,465 1,940,485
Net income/(loss) from financial instruments at amortized cost and at fair value through other comprehensive income 22 (3,515,456) (878,276) (1,616,640) (861,119)
Net income/(loss) from financial instruments at fair value through profit or loss 22 11,441,220 7,956,253 4,186,862 3,239,442
Total revenue and income 13,460,661 12,590,922 4,660,687 4,318,808
Operating costs 23 (3,993,338) (3,787,075) (1,390,954) (1,331,853)
Selling expenses 24 (214,154) (107,532) (77,209) (42,557)
Administrative expenses 24 (4,706,412) (4,472,558) (1,685,471) (1,564,955)
Other operating income (expenses), net 25 124,643 185,777 24,538 81,345
Expected credit losses 10 (325,928) (186,272) (89,978) (46,571)
Interest expense on debt (495,015) (583,505) (141,984) (198,479)
Share of profit (loss) in joint ventures and associates 11 60,772 44,836 30,971 (3,256)
Income before income tax 3,911,229 3,684,593 1,330,600 1,212,482
Income tax credit / (expense) 18 (23,641) (350,499) (495) (25,870)
Net income for the period 3,887,588 3,334,094 1,330,105 1,186,612
Other comprehensive income
Items that can be subsequently reclassified to income
Foreign exchange variation of investees located abroad (108,334) 61,302 (18,399) (23,266)
Gains (losses) on net investment hedge 91,814 (57,327) 6,270 11,857
Changes in the fair value of financial assets at fair value through other comprehensive income 428,780 (635,452) 53,379 (14,210)
Other (9,790) - 36,197 -
Other comprehensive income (loss) for the period, net of tax 402,470 (631,477) 77,447 (25,619)
Total comprehensive income for the period 4,290,058 2,702,617 1,407,552 1,160,993
Net income attributable to:
Owners of the parent company 3,874,081 3,333,203 1,319,621 1,185,936
Non-controlling interest 13,507 891 10,484 676
Total comprehensive income attributable to:
Owners of the parent company 4,276,551 2,701,726 1,397,068 1,160,317
Non-controlling interest 13,507 891 10,484 676
Earnings per share from net income attributable to the ordinary equity holders of the company
Basic earnings per share 27 7.3137 6.1398 2.5086 2.2107
Diluted earnings per share 27 7.2159 6.0498 2.4669 2.1782

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

5
XP Inc. and its subsidiaries<br><br><br><br>unaudited interim condensed consolidated statements of changes in equity<br><br>For the nine months periods ended September 30, 2025 and 2024<br><br><br><br>In thousands of Brazilian Reais
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 - - - - 3,333,203 - 3,333,203 891 3,334,094
Other comprehensive income, net - - - (631,477) - - (631,477) - (631,477)
Transactions with shareholders - contributions and distributions
Share based plan 26 - 46,971 306,655 - - - 353,626 3,218 356,844
Other changes in equity, net - - - (9,477) - - (9,477) (5) (9,482)
Private issuance of shares 19a - 106,412 - - - - 106,412 - 106,412
Acquisition of treasury shares 19c - - - - - (1,248,548) (1,248,548) - (1,248,548)
Cancellation of treasury shares - (1,248,548) - - - 1,248,548 - - -
Allocations of the net income for the period
Dividends distributed - - - - - - - (991) (991)
Balances as of September 30, 2024 26 5,321,950 13,079,534 (264,505) 3,333,203 (117,117) 21,353,091 4,605 21,357,696
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 - - - - 3,874,081 - 3,874,081 13,507 3,887,588
Other comprehensive income, net - - - 402,470 - - 402,470 - 402,470
Transactions with shareholders - contributions and distributions
Share based plan 26 - 114,188 283,050 - - - 397,238 (7) 397,231
Other changes in equity, net - - - (5,001) - - (5,001) (11,991) (16,992)
Acquisition of treasury shares 19c - - - - - (1,048,397) (1,048,397) - (1,048,397)
Cancellation of treasury shares 19c - (999,215) - - - 999,215 - - -
Allocations of the net income for the period
Dividends distributed 19 - - - - - - - (501) (501)
Balances as of September 30, 2025 26 4,766,466 15,571,246 (276,509) 3,874,081 (271,362) 23,663,948 4,688 23,668,636

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

6
XP Inc. and its subsidiaries<br><br><br><br>unaudited interim condensed consolidated statements of cash flows<br><br>For the nine months periods ended September 30, 2025 and 2024<br><br><br><br>In thousands of Brazilian Reais
Nine months periods ended September 30,
--- --- --- ---
Note 2025 2024
Operating activities
Income before income tax 3,911,229 3,684,593
Adjustments to reconcile income before income taxes
Depreciation of property, equipment and right-of-use assets 12 107,015 89,924
Amortization of intangible assets and investments 11/12 119,391 115,902
Loss on write-off of right-of-use assets, property, equipment and intangible assets and lease, net 12 23,413 57,604
Share of profit or (loss) in joint ventures and associates 11 (60,772) (44,836)
Income from share in the net income of associates measured at fair value 11 - 654
Expected credit losses on financial assets, including credit write-off 10 325,928 186,272
Provision for contingencies, net 21 (14,893) 17,954
Net foreign exchange differences (1,169,406) 475,894
Share based plan 397,231 356,844
Interest accrued, including monetary correction on contingent liabilities 468,313 484,445
Loss on the disposal of property and equipment 12 3,795 -
Changes in assets and liabilities
Securities (assets and liabilities) (25,176,219) (38,857,623)
Derivative financial instruments (assets and liabilities) 4,761,388 (2,268,172)
Securities trading and intermediation (assets and liabilities) (360,391) 3,077,980
Securities purchased (sold) under resale (repurchase) agreements 8,121,823 7,606,781
Accounts receivable (434,744) (284,531)
Loan operations (5,057,129) 855,063
Prepaid expenses 266,450 (60,626)
Other assets and other financial assets (422,783) (8,329,059)
Accounts payable (29,444) (142,575)
Financing instruments payable 13,454,651 29,575,079
Social and statutory obligations (478,925) (395,334)
Tax and social security obligations 166,911 (54,557)
Retirement plans liabilities 18,212,345 7,716,796
Other liabilities and other financial liabilities (2,074,092) 4,208,271
Cash from (used in) operations 15,061,085 8,072,743
Income tax paid (261,812) (503,021)
Contingencies paid 21 (40,902) (16,696)
Interest paid 31 (219,217) (193,954)
Additional contingent consideration paid 31 (109,628) -
Net cash flows from (used in) operating activities 14,429,526 7,359,072
Investing activities
Acquisition of property and equipment 12 (152,543) (117,618)
Acquisition of intangible assets 12 (187,521) (126,591)
Capital (contributions)/reductions in associates 11 14,406 -
Disposal of property and equipment assets 12 - 10,000
Dividends received from associates 11 41,182 26,964
(Acquisition)/disposal of associates measured at fair value 11 (1,134) -
(Acquisition)/disposal of associates 31(ii) (271,269) (1,358,863)
Contingent consideration paid 31 (9,554) -
Net cash flows from (used in) investing activities (566,433) (1,566,108)
Financing activities
Acquisition of borrowings 31 2,626,479 -
Acquisition of treasury shares 19(c) (1,048,397) (1,248,548)
Net proceeds from debt securities - 1,159,233
Payments of borrowings and lease liabilities 31 (2,502,942) (2,369,938)
Payment of debt securities in issue 31 (1,266,496) (1,170,612)
Transactions with non-controlling interests - (5)
Dividends paid to non-controlling interests 19 (501) (991)
Net cash flows from (used in) financing activities (2,191,857) (3,630,861)
Net increase/(decrease) in cash and cash equivalents 11,671,236 (2,162,103)
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 (11,904) 65,232
Cash and cash equivalents at the end of the period 24,568,948 11,437,817
Cash 12,412,802 4,625,718
Securities purchased under resale agreements 3 1,942,306 1,077,728
Bank deposit certificates 4 128,842 96,373
Other deposits at Brazilian Central Bank 15 10,084,998 5,637,998

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

7
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated
1. Operations
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XP Inc. (the “Company”) is a Cayman Island 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 70.99% 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 September 30, 2025, were approved by the Board of Director’s meeting on November 17, 2025.

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$1.0 billion of its outstanding Class A common shares over a period beginning on May 21, 2025, continuing until the earlier of the completion of the repurchase or December 31, 2026, depending on market conditions. The repurchase limit of R$ 1.0 billion was reached on October 20, 2025 and the program has terminated.

As of September 30, 2025, the Company held in treasury 1,583,853 Class A shares (equivalent to R$ 155 million or US$ 28 million), acquired under its share buy-back programs, which were acquired at an average price of US$ 18.12 per share, with prices ranging from US$ 16.10 to US$ 19.97.

1.2 Corporate reorganization

In order to improve corporate structure, capital and cash management, the Group concluded some entity reorganizations, as follows:

i) Inversion of financial institutions in Brazil: On January 5, 2024, the completion<br>of this corporate reorganization was approved. As of this date, XP CCTVM became a wholly-owned subsidiary of Banco XP, which became the<br>leader of the XP Prudential Conglomerate (Brazilian Central Bank oversight definition).
ii) Banco XP as the main shareholder of the Group’s investments: On November 14, 2024, a wider corporate<br>reorganization was approved and Banco XP became the main shareholder of the Group's subsidiaries, as XP Investimentos S.A. became owned<br>by Banco XP.
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8
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated
iii) XP Investimentos S.A. spin-off: On May 1, 2025, the investment held by XP Investimentos in XP Controle<br>5 Participações and some commercial notes issued by XP Investimentos were spun off. As a result of this transaction, XP<br>Controle 5 Participações became a wholly-owned subsidiary of Banco XP.
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The corporate reorganization events described above had no material impacts on the Group’s financial position and results of operations.

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 September 30, 2025, the unaudited interim condensed consolidated statements of income, changes in equity, cash flows and comprehensive income for the nine and three months periods ended September 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<br><br> <br>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. The portfolio of insurance contracts issued is basically composed<br>of profitable life 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.
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9
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated

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.
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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 the statement of income, net of Reinsurance. In Insurance Portfolios,<br>the CSM is recognized as the insurance services are provided. The adjustment for non-financial risk is initially recognized against the<br>contractual service margin and its changes are recognized in the statement of 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 the statement of income, 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.

10
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated

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.

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.

11
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

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 of generating 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 the 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, the Group, through its subsidiary XP Controle 5 Participações Ltda., acquired 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. As of September 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$ 41,206 recorded through accounts payable (including monetary correction on this amount), which is payable in January 2026.

During the year ended December 31, 2024, the Group, through its subsidiary XP Controle 5 Participações Ltda., acquired 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$ 212,272. As of September 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$ 35,951 recorded through accounts payable (including monetary correction on this amount), which will be paid during the last quarter of 2025.

During the nine months period ended September 30, 2025, the Group, through its subsidiary XP Controle 5 Participações Ltda., acquired minority stakes in other IFAs of its IFAs network. The total fair value consideration recorded for those acquisitions is R$ 208,542, including the preliminary goodwill in a total amount of R$ 151,767. During the nine months period ended September 30, 2025, the total fair value consideration of R$ 208,542 was paid in cash.

The goodwill recognized in those transactions is mainly attributable to expected synergies arising from the investments. Preliminary goodwill presented refers to acquisitions completed less than one year since the acquisition date, in which the Group is obtaining the information necessary to measure the goodwill arising from these acquisitions.

12
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated
(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.

(iii) Completion of Banco Modal’s acquisition and incorporation process

On September 1, 2025, the Brazilian Central Bank approved the incorporation of Banco Modal’s assets and liabilities into Banco XP. As a result, Banco Modal was extinguished. This transaction has no impact on the Group’s financial position or results of operations.

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><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated
3. Securities purchased (sold) under resale (repurchase) agreements
--- ---
a) Securities purchased under resale agreements
--- ---
September30, 2025 December 31, 2024
--- --- ---
Collateral held 2,384,927 3,163,705
National Treasury Notes (NTNs) (i) 44,222 777,325
National Treasury Bills (LTNs) (i) 1,500,000 2,069,688
Financial Treasury Bills (LFTs) (i) 98,703 173,489
Debentures (ii) 669,009 27,560
Real Estate Receivable Certificates (CRIs) (ii) 69,751 11,073
Other (ii) 3,242 104,570
Collateral repledge 12,635,015 18,895,796
National Treasury Bills (LTNs) (i) 349,984 3,230,098
Financial Treasury Bills (LFTs) (i) - 529,180
National Treasury Notes (NTNs) (i) 2,543,615 7,538,695
Debentures (ii) 6,473,903 4,304,132
Real Estate Receivable Certificates (CRIs) (ii) 2,135,955 1,982,544
Agribusiness Receivables Certificates (CRAs) (ii) - 120,652
Interbank Deposits Certificate (CDIs) (ii) 588,128 815,302
Other (ii) 543,430 375,193
Collateral sold 11,570 -
National Treasury Bills (LTNs) (i) 11,570 -
Expected Credit Loss (iii) (2,238) (2,364)
Total 15,029,274 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 September 30, 2025, securities purchased under resale agreements were carried out at average interest rates of 15.06% p.a. (12.3% p.a. as of December 31, 2024).

As of September 30, 2025, the amount of R$ 1,942,306 (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
September 30, 2025 December 31,2024
--- --- ---
National Treasury Bills (LTNs) 4,340,075 13,742,957
National Treasury Notes (NTNs) 33,484,930 29,235,747
Financial Treasury Bills (LFTs) - 2,892,362
Debentures 15,691,548 14,889,816
Real Estate Receivable Certificates (CRIs) 9,090,820 9,260,382
Financial Credit Bills (LFs) - 1,741,369
Agribusiness Receivables Certificates (CRAs) 938,436 17,088
Foreign private bonds 7,385,440 -
Total 70,931,249 71,779,721

As of September 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><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><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:
--- ---
September30,<br><br> <br>2025 December 31,<br><br> <br>2024
--- --- --- --- --- --- --- --- ---
Gross<br><br> <br>carrying<br><br> <br>amount Fair<br><br> <br>value Group<br><br> <br>portfolio Retirement<br><br> <br>plan assets (i) Gross carrying amount Fai<br><br> <br>value Group portfolio Retirement plan assets (i)
Financial assets
At fair value through profit or loss
Brazilian onshore sovereign bonds 57,781,281 58,138,600 54,259,845 3,878,755 48,446,247 46,736,163 43,953,460 2,782,703
Investment funds 84,289,295 84,289,295 6,751,567 77,537,728 65,094,106 65,094,106 3,683,854 61,410,252
Stocks issued by public-held company 7,632,173 7,632,173 7,299,965 332,208 6,143,508 6,143,508 5,830,985 312,523
Debentures 9,943,562 9,903,538 9,032,277 871,261 12,806,632 12,491,790 11,898,230 593,560
Structured notes 33,344 39,539 39,539 - 15,940 20,546 20,546 -
Bank deposit certificates (ii) 458,163 464,067 377,926 86,141 648,781 661,664 481,083 180,581
Agribusiness receivable certificates 1,339,290 1,340,436 1,334,071 6,365 1,046,979 999,636 990,119 9,517
Real estate receivable certificates 2,709,311 2,611,091 2,585,563 25,528 1,593,132 1,487,443 1,484,637 2,806
Financial credit bills 1,987,633 2,089,037 833,529 1,255,508 534,961 583,840 32,865 550,975
Real estate credit bill 487,616 479,918 479,918 - 366,447 366,441 366,441 -
Agribusiness credit bills 98,627 98,593 98,593 - 394,385 394,438 394,438 -
Commercial notes 534,288 486,667 480,321 6,346 569,465 520,349 514,409 5,940
Foreign private bonds 10,267,354 9,878,507 9,878,507 - 8,414,822 8,219,727 8,219,727 -
Development credit bill 246,293 245,106 245,106 - 4,182,406 4,195,225 4,195,225 -
Rural product note 990,071 991,282 991,282 - - - - -
Foreign sovereign bonds 3,790,495 3,798,103 3,798,103 - - - - -
Others (iii) 2,057,359 1,942,200 1,887,704 54,496 2,107,849 2,070,538 1,938,125 132,413
Total 184,646,155 184,428,152 100,373,816 84,054,336 152,365,660 149,985,414 84,004,144 65,981,270
(i) Those financial products represent investment contracts that have the legal form of retirement plans.<br>Therefore, contributions received from participants are accounted for as liabilities and an asset of the participant in the linked Specially<br>Constituted Investment Fund (“FIE”). Besides assets which are presented segregated above, as retirement plan assets, the Group<br>has proprietary assets to guarantee the solvency of our insurance and pension plan operations, under the terms of CNSP Resolution No.<br>432/2021, presented as Group portfolio, within investment funds line. As of September 30, 2025, those assets represent R$ 117,307 (December<br>31, 2024 - R$ 84,334).
--- ---
(ii) Bank deposit certificates include R$ 128,842 (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><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><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:
--- ---
September 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 41,273,703 40,312,147 49,357,469 46,981,007
Foreign sovereign bonds 2,244,729 2,245,630 3,893,441 3,898,974
Total 43,518,432 42,557,777 53,250,910 50,879,981

The amount reclassified upon derecognition from accumulated OCI to the Group’s consolidated statement of income, in “Net income/(loss) from financial instruments at fair value through profit or loss”, for the period was R$ 64,805.

c) Securities evaluated at amortized cost are presented in the following table:
September 30, 2025 December 31, 2024
--- --- --- --- ---
Gross carrying amount Book<br><br> <br>Value (i) Gross carrying<br><br> <br>amount Book<br><br> <br>Value (i)
Financial assets
At amortized cost
Brazilian onshore sovereign bonds 2,144,295 2,144,295 - -
Rural product note 482,302 459,499 212,102 211,555
Commercial notes 5,249,816 5,247,514 2,638,006 2,624,591
Foreign private bonds 282,697 282,697 - -
Total 8,159,110 8,134,005 2,850,108 2,836,146

(i) Includes expected credit losses in the amount of R$ 25,105 (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 presentedin the following table:
September 30, 2025 December 31, 2024
--- --- --- --- ---
Gross carrying amount Fair<br><br> <br>value Gross carrying<br><br> <br>amount Fair<br><br> <br>value
Financial liabilities
At fair value through profit or loss
Securities (i) 23,290,764 23,290,764 14,830,405 14,830,405

(i) Mainly 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 S.A, 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.

16
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated
September 30, 2025 December 31, 2024
--- --- --- --- ---
Gross carrying amount Fair<br><br> <br>value Gross carrying<br><br> <br>amount Fair<br><br> <br>Value
Financial liabilities
Designated at fair value through profit or loss
Debentures 646,712 453,505 623,620 422,971

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 nine months period ended September 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 September 30, 2025, for instruments for which the fair value option has been elected.

September 30, 2025
Contractual principal outstanding Fair value Fair value/(under) contractual principal outstanding
Long-term debt
Debentures 646,712 453,505 (193,207)
f) Securities classified by maturity:
--- ---
Assets Liabilities
--- --- --- --- ---
September 30, 2025 December 31, 2024 September 30, 2025 December 31, 2024
Financial instruments
At fair value through PL and OCI
Current 122,622,103 100,930,547 23,290,764 14,830,405
Non-stated maturity 91,921,468 68,336,068 23,290,764 14,830,405
Up to 3 months 12,069,499 7,800,480 - -
From 4 to 12 months 18,631,136 24,793,999 - -
Non-current 104,363,826 99,934,848 453,505 422,971
After one year 104,363,826 99,934,848 453,505 422,971
Evaluated at amortized cost
Current 2,355,124 87,633 - -
Up to 3 months 64,987 9,457 - -
From 4 to 12 months 2,290,137 78,176 - -
Non-current 5,778,881 2,748,513 - -
After one year 5,778,881 2,748,513 - -
Total 235,119,934 203,701,541 23,744,269 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><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><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:

September 30, 2025
Notional FairValue % Up to 3<br><br> <br>months From 4 to<br><br> <br>12 months Above<br><br> <br>12 months
Assets
Options 2,766,133,815 13,354,411 24 3,947,914 4,439,225 4,967,272
Swap contracts 805,576,521 18,086,860 32 323,504 4,360,423 13,402,933
Forward contracts 131,568,396 19,326,497 35 18,585,340 413,140 328,017
Future contracts 304,330,193 5,232,002 9 864,013 1,254,392 3,113,597
Total 4,007,608,925 55,999,770 100 23,720,771 10,467,180 21,811,819
Liabilities
Options 2,563,159,648 18,323,324 34 2,735,448 5,101,219 10,486,657
Swap contracts 713,606,498 12,249,449 22 555,683 4,624,721 7,069,045
Forward contracts 154,714,266 20,231,698 37 19,012,425 812,456 406,817
Future contracts 211,277,402 3,712,764 7 921,257 1,059,762 1,731,745
Total 3,642,757,814 54,517,235 100 23,224,813 11,598,158 19,694,264
December 31, 2024
--- --- --- --- --- --- ---
Notional FairValue % Up to 3<br><br> <br>months From 4 to<br><br> <br>12 months Above<br><br> <br>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 6 134,803 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
18
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated

Derivatives financial instruments by index:

September 30, 2025 December 31, 2024
Notional FairValue Notional FairValue
Swap Contracts
Asset Position
Foreign exchange 104,817,648 4,214,385 48,173,431 2,336,907
Interest 661,482,851 13,317,713 708,886,668 19,137,399
Share 38,900,700 532,194 922,307 261,229
Commodities 375,322 22,568 70,637 7,486
Liability Position
Foreign exchange 9,632,914 (1,936,463) 48,091,014 (2,332,909)
Interest 668,095,059 (9,676,557) 762,360,740 (7,667,588)
Share 35,569,125 (622,678) 13,399,986 (3,795,336)
Commodities 309,400 (13,751) 1,928,902 (204,422)
Forward Contracts
Asset Position
Foreign exchange 114,820,547 869,982 14,082,204 2,233,794
Interest 16,622,456 18,456,081 10,619,439 458,560
Share 125,393 434 - -
Liability Position
Foreign exchange 138,807,337 (1,756,232) 17,671,333 (1,624,732)
Interest 15,906,929 (18,475,466) 10,619,439 (458,560)
Future Contracts
Purchase commitments
Foreign exchange 22,968,286 22,294 433,824 1,264
Interest 242,375,041 5,195,290 9,856,454 1,456,514
Share 218,314 220 4,011,021 545,439
Commodities 38,768,552 14,198 8,457,954 1,000,458
Commitments to sell
Foreign exchange 30,042,173 (29,598) 17,679,727 (50,786)
Interest 161,797,002 (3,627,916) 91,070,059 (451,014)
Share 43,914 (2,153) 201,459,785 (997,705)
Commodities 19,394,313 (53,097) 86,833,282 (430,031)
Options
Purchase commitments
Foreign exchange 56,066,003 4,326,613 9,565,942 714,593
Interest 2,486,973,750 2,380,993 2,528,806,657 17,978,224
Share 143,306,005 6,435,313 313,605 67,766
Commodities 79,788,057 211,492 1,542 163
Commitments to sell
Foreign exchange 48,571,072 (5,267,386) 175,548 (526,549)
Interest 2,379,736,248 (1,096,257) 2,440,966,741 (15,167,264)
Share 62,376,025 (11,553,782) 459,335 (6,340,766)
Commodities 72,476,303 (405,899) 3,492 (25)
Assets 55,999,770 46,199,796
Liabilities (54,517,235) (40,047,687)
19
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated
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.

Sources of ineffectiveness are generally related to:

a) Possible mismatches between the maturity dates of the hedging instrument and the hedged item;

b) Possible mismatches between the notional amounts of the hedging instrument and the hedged item;

c) The churn rate associated with the fair value estimate of the shares granted under the Company’s share-based plan, and considered when contracting the hedging instruments, which is calculated to accrue the impact of cancellations during the term of the plan.

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 Variationin the amounts used to calculate hedge ineffectiveness
Strategies Assets Liabilities
September 30, 2025
Foreign exchange risk
Hedge of net investment in foreign operations 658,821 - (91,814) 633,644 98,415
Total 658,821 - (91,814) 633,644 98,415
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)
20
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated
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.
--- ---

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
September 30, 2025
Interest rate and foreign exchange risk
Structured notes - 20,796,793 (763,153) 21,850,587 812,020
Issued bonds - 2,255,401 274,901 2,290,354 (285,715)
Brazilian sovereign bonds 20,895,161 - 178,328 20,454,605 (181,346)
Payroll loans 1,890,823 - 63,534 1,873,447 (51,597)
Loan operations 2,960,483 - 57,164 2,995,886 (24,552)
Total 25,746,467 23,052,194 (189,226) 49,464,879 268,810
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)
21
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated
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
September 30, 2025
Market price risk
Long term incentive plan taxes - 319,611 (90,243) 347,944 75,256
Total - 319,611 (90,243) 347,944 75,256
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:

December 30, 2024
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 49,423,412 25,746,467 23,010,689 278,120 79,414
Foreign exchange risk
Futures 675,111 658,821 41,505 89,105 6,771
Market price risk
Swaps 347,944 - 319,611 75,256 (14,987)
December 31, 2024
--- --- --- --- --- ---
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 48,535,725 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.

22
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated

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:

September 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
Fair value hedge 49,464,879 268,810 (189,226) 48,670,527 (1,536,891) 1,514,993
Hedge of net investment in foreign operations 633,644 98,415 (91,814) 708,102 (138,777) 136,598
Cash flow hedge 347,944 75,256 (90,243) 206,068 (198,386) 205,701
Total 50,446,467 442,481 (371,283) 49,584,697 (1,874,054) 1,857,292

The table below shows the breakdown notional value by maturity of the hedging strategies:

September 30, 2025
0-1 year 1-2 years 2-3 years 3-4 years 4-5 years 5-10 years Over 10 years Total
Fair value hedge 24,125,056 11,632,226 4,339,463 3,527,499 1,315,216 2,320,706 2,204,713 49,464,879
Hedge of net investment in foreign operations 633,644 - - - - - - 633,644
Cash flow hedge 347,944 - - - - - - 347,944
Total 25,106,644 11,632,226 4,339,463 3,527,499 1,315,216 2,320,706 2,204,713 50,446,467
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
Fair value hedge 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
Cash flow hedge 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
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 September 30, 2025 December 31, 2024
Pledged asset loan 25,361,705 23,217,323
Retail 14,264,514 12,674,565
Companies 4,650,450 4,516,553
Credit card 6,446,741 6,026,205
Non-pledged loan 9,175,744 6,431,221
Retail 179,546 549,148
Companies 6,909,730 3,506,397
Credit card 2,086,468 2,375,676
Total loans operations 34,537,449 29,648,544
Expected Credit Loss (Note 10) (509,052) (420,081)
Total loans operations, net of Expected Loss 34,028,397 29,228,463
By maturity September 30, 2025 December 31, 2024
Overdue by 1 day or more 312,172 304,052
Due in 3 months or less 7,667,130 6,014,440
Due after 3 months through 12 months 7,029,977 3,808,000
Due after 12 months 19,528,170 19,522,052
Total loans operations 34,537,449 29,648,544
23
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated
By concentration
--- --- ---
September 30, 2025 December 31, 2024
Largest debtor 5,075,667 2,407,808
10 largest debtors 7,825,553 4,799,033
20 largest debtors 8,998,517 5,831,608
50 largest debtors 10,631,934 7,475,742
100 largest debtors 11,701,288 8,601,442

XP Inc offers loan products through Banco XP to its customers. The loan products offered are mostly (73% in September 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
September 30, 2025 December 31, 2024
--- --- ---
Commissions paid in advance (a) (b) 3,677,044 3,948,012
Marketing expenses 22,338 16,791
Services paid in advance (c) 36,948 213,193
Other expenses paid in advance 360,453 185,237
Total 4,096,783 4,363,233
Current 973,592 935,046
Non-current 3,123,191 3,428,187
(a) Mostly comprised of commissions paid by XP CCTVM to its IFAs in order to establish a long-term relationship<br>with this network. These commissions are recognized at the signing date of each contract and are amortized in the Group’s income<br>statement, linearly, according to the contract’s 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").
--- ---
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.

September 30, 2025 December 31, 2024
Receivables from clearings organizations 2,430 1,521,064
Debtors pending settlement 5,948,817 4,985,532
Other 6,293 129,373
(-) Expected losses (a) (145,438) (136,872)
Total Assets 5,812,102 6,499,097
Payables to clearings organizations 2,012,890 1,499,960
Creditors pending settlement 2,063,981 3,222,114
Customer's cash on investment account 13,359,287 13,752,904
Total Liabilities 17,436,158 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.

24
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated
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 September 30, 2025:

September 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) 43,518,432 (10,000) 43,518,432
Financial assets amortized cost
Low credit risk simplification
Securities (i) 8,159,110 (25,105) 8,134,005
Securities purchased under agreements to resell (i) 15,031,512 (2,238) 15,029,274
Three stage model
Loans and credit card operations (ii) (iii) (iv) (vii) 34,537,449 (486,748) 34,050,701
Simplified approach
Securities trading and intermediation 5,957,540 (145,438) 5,812,102
Accounts receivable 1,285,777 (114,622) 1,171,155
Other financial assets 19,784,880 (40,227) 19,744,653
Total losses for on-balance exposures 128,274,700 (824,378) 127,460,322
Off-balance exposures (v) 9,346,022 (22,304) 9,323,718
Total exposures 137,620,722 (846,682) 136,784,040
(i) Financial assets considered in Stage 1.
--- ---
(ii) As of September 30, 2025 are presented in Stage 1: Gross amount of R$ 31,448,628 and ECL of R$ 108,709;<br>Stage 2: Gross amount of R$ 2,577,619 and ECL of R$ 78,554; Stage 3: Gross amount of R$ 511,201 and ECL of R$ 299,483, respectively.
--- ---
(iii) Gross amount: As of September 30, 2025 there were transfers between Stage 1 to Stage 2 of R$ 1,279,049;<br>Stage 1 to Stage 3 of R$ 257,161; Stage 2 to Stage 1 of R$ 993,479; Stage 2 to Stage 3 of R$ 110,782; Stage 3 to Stage 1 of R$ 3,835 and<br>Stage 3 to Stage 2 of R$ 4,180.
--- ---
(iv) Expected credit loss: As of September 30, 2025 there were transfers between Stage 1 to Stage 2 of R$ 35,031;<br>Stage 1 to Stage 3 of R$ 138,461; Stage 2 to Stage 1 of R$ 4,611; Stage 2 to Stage 3 of R$ 88,567; Stage 3 to Stage 1 of R$ 81 and Stage<br>3 to Stage 2 of R$ 828.
--- ---
(v) Include credit cards limits and letters of guarantee.
--- ---
(vi) The loss allowance for ECL of R$ 10,000 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 nine months period ended September 30, 2025, there was<br>R$ 168,224 of credit write-off, included in ‘Expected credit losses’, in the Group’s consolidated statement of income.
--- ---
25
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated
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.
--- ---
11. Investments in associates and joint ventures
--- ---

Set out below are the associates and joint ventures of the Group as of September 30, 2025 and 2024.

Entity December31, 2024 Acquisitions Capitalcontributions/ (reductions) Disposal Equityin earnings Dividends received Other changes (iv) Goodwill (i) September30, 2025
Equity-accounted method
Associates (ii.a) 1,972,501 56,788 (14,406) - 60,772 (41,182) (51,010) 151,767 2,135,230
Measured at fair value
Associates (iii) 1,546,278 2,245 - (1,111) - - - - 1,547,412
Total 3,518,779 59,033 (14,406) (1,111) 60,772 (41,182) (51,010) 151,767 3,682,642
26
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated
Entity December 31, 2023 Changes in Equity (iii) Equity in earnings / Fair value Other comprehensive income September 30, 2024
--- --- --- --- --- ---
Equity-accounted method
Associates (i.a) 1,657,956 274,899 44,836 - 1,977,691
Measured at fair value
Associates (ii) 1,450,704 3,583 (654) - 1,453,633
Total 3,108,660 278,482 44,182 - 3,431,324

(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 September 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 September 30, 2025 and December 31, 2024); NK112 Empreendimentos e Participações S.A. (49.9% of the total and voting capital on September 30, 2025 and December 31, 2024); Ável Participações Ltda. (“Ável”) (35% of the total and voting capital on September 30, 2025 and December 31, 2024); Monte Bravo Holding JV S.A. (45% of the total and voting capital on September 30, 2025 and December 31, 2024); Blue3 S.A. (42% of the total and voting capital on September 30, 2025 and December 31, 2024); FMX Capital S.A. (36% of the total and voting capital on September 30, 2025 and December 31, 2024); SVN S.A (25% of the total and voting capital on September 30, 2025 and December 31, 2024); Manchester Assessores de Investimentos Ltda. (16% of the total and voting capital on September 30, 2025 and December 31, 2024), Nomos Partnership Ltda. (35% of the total and voting capital on September 30, 2025), Kona Participações 2 S.A (27,5% of the total and voting capital on September 30, 2025), Criteria Holding Investimento S.A (20% of the total and voting capital on September 30, 2025) and Center XP Holding S.A (35% of the total and voting capital on September 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 nine months period ended September 30, 2025, includes an amount of R$ 20,241 related to amortization of identifiable assets, in connection with the minority stake acquisitions disclosed in Note 2(d)(i).

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 117,618 126,591
Business combination (i) - 103,544
Write-offs (14,515) (20,534)
Disposals (10,000) -
Foreign exchange 11 331
Depreciation / amortization in the period (31,419) (115,902)
As of September 30, 2024 435,057 2,596,075
Cost 608,803 2,940,436
Accumulated depreciation / amortization (173,746) (344,361)
As of January 1, 2025 449,956 2,634,449
Additions 152,543 187,521
Write-offs (4,003) (19,410)
Disposals (ii) (135,798) -
Foreign exchange 304 (12)
Depreciation / amortization in the period (42,432) (99,150)
As of September 30, 2025 420,570 2,703,398
Cost 631,804 3,037,265
Accumulated depreciation / amortization (211,234) (333,867)
27
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated

(i) Related to fair value adjustments of identifiable assets and goodwill arising from the business combination with Banco Modal.

(ii) The disposal was a non-cash transaction. The amount of R$ 132,003 was recognized in “Accounts receivable” (Note 31.iii) and the loss on disposal (R$ 3,795) was recorded in the Group’s consolidated statement of income, in “Other operating income (expenses), net” (Note 25).

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 September 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) 150,895 151,335
Depreciation expense (58,504) -
Write-off (22,555) -
Interest expense - 14,491
Revaluation 978 -
Cancellation (13,515) (13,515)
Effects of exchange rate 7,639 8,466
Payment of lease liabilities - (114,679)
As of September 30, 2024 346,742 350,860
Current - 6,736
Non-current 346,742 344,124
Right-of-use assets Lease Liabilities (ii)
As of January 1, 2025 313,141 311,347
Additions (i) 114,026 114,026
Depreciation expense (64,583) -
Interest expense - 12,067
Revaluation 978 -
Cancellation (27,934) (27,934)
Effects of exchange rate (9,441) (11,272)
Payment of lease liabilities - (96,613)
As of September 30, 2025 326,187 301,621
Current 66,776 31,806
Non-current 259,411 269,815
(i) Additions to right-to-use assets in the period include prepayments to lessors and accrued liabilities.
--- ---
(ii) Note 15(b).
--- ---

Payments associated with short-term leases and leases of low-value assets are recognized, on a straight-line basis, as an expense in the consolidated statement of income. The Group did not recognize expenses from short-term leases and leases of low-value assets for the nine and for the three months periods ended September 30, 2025 and 2024.

28
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated
13. Financing Instruments Payable
--- ---
September 30, 2025 December 31, 2024
--- --- ---
Market funding operations (a) 101,772,927 88,483,485
Deposits 60,176,369 53,506,617
Demand deposits 1,225,838 1,243,221
Time deposits 58,506,840 51,638,802
Interbank deposits 443,691 624,594
Financial bills 16,531,309 14,193,253
Structured notes 24,019,567 20,104,840
Others 1,045,682 678,775
Debt securities (b) 4,964,550 6,764,997
Debentures - 1,251,256
Bond 4,964,550 5,513,741
Total 106,737,477 95,248,482
Current 62,064,680 52,036,137
Non-current 44,672,797 43,212,345
(a) Market funding operations maturity
--- ---
September 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 1,225,838 - - - - - 1,225,838
Time deposits 9,208,650 5,691,047 6,581,864 17,946,113 7,408,760 11,670,406 58,506,840
Interbank deposits 20,589 - - - 319,588 103,514 443,691
Financial bills 731,287 60,837 944,089 499,131 3,293,919 11,002,046 16,531,309
Structured notes 80,652 53,303 170,679 590,836 3,774,101 19,349,996 24,019,567
Others 196,752 135,225 - 106,994 605,365 1,346 1,045,682
Total 11,463,768 5,940,412 7,696,632 19,143,074 15,401,733 42,127,308 101,772,927
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:

September 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 2,419,061 2,545,489 4,964,550 359,544 5,154,197 5,513,741
Debentures (ii) Floating rate - - - 1,251,256 - 1,251,256
Total 2,419,061 2,545,489 4,964,550 1,610,800 5,154,197 6,764,997
Current 2,419,061 1,610,800
Non-current 2,545,489 5,154,197
29
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated
(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 3.25% 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$500 million (R$ 2,793 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 September 30, 2025 December 31, 2024
--- --- --- --- ---
Banco Citi México (i) Term SOFR(*)+0.60% July 2025 - 1,666,432
Banco Santander Term SOFR(*)+0.79% December 2025 959,957 -
Bank of America (ii) 4.410% October 2025 192,629 -
Bank of America (iii) 4.410% November 2025 192,629 -
Bank of America 4.250% August 2026 230,320 -
Total 1,575,535 1,666,432
Current 1,575,535 1,666,432
Non-current - -

(*) Secured Overnight Financing Rate (SOFR).

(i) On July 1, 2025, according to the maturity date, the loan agreement was fully settled.

(ii) On October 29, 2025, according to the maturity date, the loan agreement was fully settled.

(iii) On November 12, 2025, according to the maturity date, the loan agreement was fully settled.

15. Other financial assets and financial liabilities
a) Other financial assets
--- ---
September 30, 2025 December 31, 2024
--- --- ---
Foreign exchange portfolio 17,582 2,231,898
Compulsory deposits at Brazilian Central Bank 8,611,130 6,596,467
Other deposits at Brazilian Central Bank (i) 10,084,998 4,343,999
Other 1,071,170 84,825
(-) Expected losses (ii) (40,227) (24,192)
Total 19,744,653 13,232,997
Current 18,028,403 11,919,324
Non-current 1,716,250 1,313,673
30
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated

(i) As of September 30, 2025, the amount of R$ 10,084,998 (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
September 30, 2025 December 31, 2024
--- --- ---
Foreign exchange portfolio 678,183 2,476,659
Structured financing (i) 2,722,607 3,282,750
Credit cards operations 8,309,088 8,138,657
Contingent consideration (ii) 117,401 116,777
Lease liabilities 301,621 311,347
Other 767,144 404,673
Total 12,896,044 14,730,863
Current 12,508,828 14,343,495
Non-current 387,216 387,368

(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 3 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
--- ---
September 30, 2025 December 31, 2024
--- --- ---
Energy contracts (i) 4,967,067 5,164,402
Other 333,010 363,788
Total 5,300,077 5,528,190
b) Other liabilities
--- ---
September 30, 2025 December 31, 2024
--- --- ---
Energy contracts (i) 625,118 1,012,855
Other 22,227 67,235
Total 647,345 1,080,090
(i) Energy contracts agreed through the subsidiary XP Comercializadora de Energia Ltda.
--- ---
31
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated
17. Retirement plans and insurance liabilities
--- ---

a) Retirement plans

As of September 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)).

Retirement plans without insurance risk, underthe scope of IFRS 9

2025 2024
As of January 1, 66,104,805 56,371,063
Contributions received 2,499,524 3,378,162
Transfer with third party plans 6,871,671 3,201,763
Withdraws (3,803,603) (2,801,994)
Other provisions (Constitution/Reversion) (350) 137,367
Monetary correction and interest income 7,242,742 3,740,776
As of September 30, 78,914,789 64,027,137

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 5,229,859 (113,914)
Acquisition cash flows paid (151) -
Claims and other expenses paid - (113,914)
Premiums received 5,230,010 -
Statement of income (i) 21,815 113,914
As of September 30, 5,251,674 -

(i) The amount is recorded in “Net revenue from services rendered – Other services”.

2025 2024
Total retirement plans as of September 30, 84,166,463 64,027,137

b) Insurance liabilities

2025 2024
Liabilityfor Remaining Coverage (“LRC”) Liabilityfor Incurred Claims (“LIC”) Liabilityfor Remaining Coverage (“LRC”) Liabilityfor Incurred Claims (“LIC”)
As of January 1, 114,992 4,590 36,790 315
Cash flows 136,526 (10,963) 101,141 (2,678)
Acquisition cash flows paid (18,827) - (8,340) -
Claims and other expenses paid - (10,963) - (2,678)
Premiums received 155,353 - 109,481 -
Statement of comprehensive income 9,790 - - -
Statement of income (i) 879 14,455 (39,656) 2,822
As of September 30, 262,187 8,082 98,275 459

(i) The amount is recorded in “Net revenue from services rendered – Other services”.

32
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated
2025 2024
--- --- ---
Total insurance liabilities as of September 30, 270,269 98,734
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 nine monthsperiod ended September 30,
September 30, 2025 December 31, 2024 2025 2024
Tax losses carryforwards 1,887,451 1,051,966 835,485 313,731
Goodwill on business combinations (i) 66,051 51,319 547 (2,929)
Revaluations of financial assets at fair value (284,400) 294,985 (579,385) (81,643)
Expected credit losses (ii) 418,808 334,008 84,800 (25,061)
Profit sharing plan 131,903 298,538 (166,635) (138,765)
Net gain/(loss) on hedge instruments (38,389) (31,854) (6,535) (5,734)
Share based compensation 677,084 558,744 118,340 123,733
Controlled foreign corporation taxation (201,259) - (201,259) (21,912)
Other provisions (71,417) (19,817) (51,600) 117,634
Total 2,671,135 2,622,645 48,490 311,079
Deferred tax assets 3,050,840 2,887,935
Deferred tax liabilities (379,705) (265,290)
(i) For Brazilian tax purposes, goodwill amortization expenses are deductible from the corporate income taxes<br>calculation basis (i) over at least five years, on a straight-line basis, when the acquired entity is merged into the acquiring company<br>or (ii) at once, as cost of acquisition, when the company is sold.
--- ---
(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:

Ninemonths period ended September 30,
2025 2024
As of January, 1 2,622,645 2,017,771
Foreign exchange variations 4,054 (16,348)
Charges to statement of income 346,946 -
Tax relating to components of other comprehensive income (249,518) (105,392)
Other deferred taxes (52,992) 432,819
As of September 30, 2,671,135 2,328,850
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 nine and three months periods ended September 30:

33
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated
Nine months period Three months period
--- --- --- --- ---
ended September 30, ended September 30,
2025 2024 2025 2024
Income before taxes 3,911,229 3,684,593 1,330,599 1,212,482
Combined tax rate in Brazil (a) 34% 34% 34% 34%
Tax expense at the combined rate 1,329,818 1,252,762 452,404 412,244
Effects from entities taxed at different rates (25,076) 179,412 (33,468) 30,695
Effects from entities taxed at different taxation regimes (b) (978,876) (728,783) (345,504) (237,631)
Intercompany transactions with different taxation (182,696) (234,870) (17,185) (155,905)
Tax incentives and related donation programs (2,342) (3,759) (554) 1,177
Nondeductible expenses (non-taxable income), net (117,187) (114,263) (55,198) (24,710)
Total 23,641 350,499 495 25,870
Current 370,587 302,598 133,589 (67,304)
Deferred (346,946) 47,901 (133,094) 93,174
Total expense / (credit) 23,641 350,499 495 25,870
(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 Holding Finance S.A., which is the holding company of mostly of the<br>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 are subject to different taxation regimes according to the applicable<br>rules in their jurisdictions.
--- ---

Other comprehensive income

The tax (charge)/credit relating to components of other comprehensive income is as follows:

Beforetax (Charge)/Credit Aftertax
Foreign exchange variation of investees located abroad 61,302 - 61,302
Gains/(losses) on net investment hedge (57,327) - (57,327)
Changes in the fair value of financial assets at fair value (1,068,273) 432,821 (635,452)
As of September 30, 2024 (1,064,298) 432,821 (631,477)
Foreign exchange variation of investees located abroad (108,334) - (108,334)
Gains/(losses) on net investment hedge 91,814 - 91,814
Changes in the fair value of financial assets at fair value 678,298 (249,518) 428,780
Other (9,790) - (9,790)
As of September 30, 2025 651,988 (249,518) 402,470
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.
--- ---

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 September 30, 2025, the Company had R$ 26 of issued capital which were represented by 423,955,129 Class A common shares and 104,432,034 Class B common shares.

34
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated
(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 September 30, 2025, the outstanding number of shares reserved under the plans were 16,909,495 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 nine months period ended September 30, 2024, the Company repurchased 12,650,574 Class A common shares (R$ 1,248,548) and canceled 12,650,574 Class A common shares (R$ 1,248,548) held in treasury.

During the nine months period ended September 30, 2025, the Company repurchased 12,310,677 Class A common shares (R$ 1,048,397) and canceled 12,053,924 Class A common shares (R$ 999,215) held in treasury.

As of September 30, 2025, the Group held 1,583,853 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$ 271,362 (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.

For the nine months period ended September 30, 2025 and 2024, XP Inc. has not declared and paid dividends to the shareholders.

Non-controlling shareholders of some XP Inc’s subsidiaries have received dividends of R$ 501 and R$ 991 during the nine months period ended September 30, 2025 and 2024, respectively.

35
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated
(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 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.

September 30, 2025 December 31,2024
Tax contingencies 1,540 1,540
Civil contingencies 61,018 58,738
Labor contingencies 107,773 85,895
Total provision 170,331 146,173
Judicial deposits (i) 55,546 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

Nine months period ended<br><br> <br>September 30, Three months period ended<br><br> <br>September 30,
2025 2024 2025 2024
At the beginning of period 146,173 97,678 161,769 128,980
Monetary correction 79,953 35,669 37,390 8,106
Provision accrued 68,048 55,686 27,029 5,698
Provision reversed (82,941) (37,732) (38,420) (4,213)
Payments (40,902) (16,696) (17,437) (3,966)
At the end of period 170,331 134,605 170,331 134,605
36
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><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 September 30, 2025, there were 723 (December 31, 2024 - 681) civil and administrative claims for which the likelihood of loss has been classified as probable, in the amount of R$ 61,018 (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 September 30, 2025, the Company and its subsidiaries are defendants in 354 cases (December 31, 2024 - 275) involving labor matters for which the likelihood of loss has been classified as probable, in the amount of R$ 107,773 (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$ 3,515,148 (December 31, 2024 - R$ 2,481,746).

Below these claims are summarized by nature:

September 30, 2025 December 31, 2024
Tax (i) (ii) (iii) 2,065,936 1,338,518
Civil (iv) 1,306,731 970,615
Labor (v) 142,481 172,613
Total 3,515,148 2,481,746
(i) Employees Profit Sharing Plans: In 2015, 2019, 2021, 2022, 2024 and 2025 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 the calendar years of 2011, 2015, 2017, 2018, 2019, 2020 and 2021. According to the tax authorities, the Group’s<br>profit-sharing plans did not comply with the provisions of Law 10,101/00. The risk of loss for these claims is classified as possible<br>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$ 24,004.
--- ---
b. Tax assessment related to 2015: The first and the second administrative appeals were denied, and currently<br>the Group awaits judgment on the appeal before the CSRF. The amount claimed is R$58,565.
--- ---
c. Tax assessment related to 2017: In this case, in addition to the claim related to the employees’<br>profit-sharing plan, tax authorities are also challenging the deductibility of the amounts paid under the plan to the members of the Board<br>for the purposes of Corporate Income Tax (IRPJ), for 2016 and 2017. Administrative appeals were filed against both assessments. The appeal<br>related to social security contributions is awaiting judgment by the Federal Revenue Service of Brazil (“RFB”), while the<br>appeal related to IRPJ was denied by the RFB, and a second level appeal is currently awaiting judgment. The total amount claimed is R$<br>135,566.
--- ---
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$ 164,810.
--- ---
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 the provisions of Law 10,101/00. Currently, the appeal awaits a new judgment by the<br>Court. The total amount claimed is R$ 198,902.
--- ---
37
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated
f. Tax assessment related to 2019: Currently awaiting judgement by the CARF, since the administrative appeal<br>was denied. The amount claimed is R$ 221,811.
--- ---
g. Tax assessment related to 2020: Currently awaiting judgement by the CARF, since the administrative appeal<br>was denied. The total amount claimed is R$ 392,526.
--- ---
h. Tax assessment related to 2021: An administrative appeal was filed against the assessment, which awaits<br>judgement by the RFB. The total amount claimed is R$ 571,396.
--- ---
(ii) Amortization of goodwill: The Group also received five 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, one of the proceedings is pending judgment<br>by the RFB and the other four 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$ 112,690.
--- ---
(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 amounts under discussion with a 65% reduction.<br>The remaining amount still pending is R$ 900, which will be paid in 9 equal monthly installments. According to Note 2.d.iii, Banco Modal<br>was incorporated by Banco XP.
--- ---
(iv) The Group is defendant in 2,673 (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 228 (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:

Nine months period ended September 30, Three months period ended September 30,
2025 2024 2025 2024
Major service lines
Brokerage commission 1,501,853 1,611,694 500,959 575,501
Securities placement 1,614,470 1,745,489 682,185 569,516
Management fees 1,340,419 1,298,882 486,578 445,614
Insurance brokerage fee 179,998 161,439 61,813 60,646
Commission fees 830,901 679,325 305,364 211,103
Other services 616,860 516,315 268,448 240,688
Gross revenue from services rendered 6,084,501 6,013,144 2,305,347 2,103,068
(-) Sales taxes and contributions on services (i) (549,604) (500,199) (214,882) (162,583)
Net revenue from services rendered 5,534,897 5,512,945 2,090,465 1,940,485
(i) Mostly related to taxes on services (ISS) and contributions on revenue (PIS and COFINS).
--- ---
38
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated
b) Net income/(loss) from financial instruments
--- ---
Nine months period ended September 30, Three months period ended September 30,
--- --- --- --- ---
2025 2024 2025 2024
Net income/(loss) from financial instruments at fair value through profit or loss 11,770,345 8,217,473 4,332,420 3,336,515
Net income/(loss) from financial instruments measured at amortized cost and at fair value through other comprehensive income (3,686,897) (921,108) (1,695,480) (903,114)
Total income from financial instruments 8,083,448 7,296,365 2,636,940 2,433,401
(-) Taxes and contributions on financial income (157,684) (218,388) (66,719) (55,078)
Net income/(loss) from financial instruments 7,925,764 7,077,977 2,570,221 2,378,323
c) Disaggregation by geographic location
--- ---

Breakdown of total net revenue and income and selected assets by geographic location:

Nine months period ended September 30, Three months period ended September 30,
2025 2024 2025 2024
Brazil 10,176,806 12,043,660 3,026,608 4,124,683
Other countries 3,283,855 547,262 1,634,078 194.125
Revenues 13,460,661 12,590,922 4,660,686 4,318,808
September 30, 2025 December 31, 2024
Brazil 16,890,587 16,399,995
Other countries 217,607 860,308
Selected assets (i) 17,108,194 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
Nine months period ended<br><br> <br>September 30, Three months period ended<br><br> <br>September 30,
--- --- --- --- ---
2025 2024 2025 2024
Commission and incentive costs 2,564,403 2,601,615 901,524 902,254
Operating losses 145,185 127,015 53,259 49,343
Other costs 1,283,750 1,058,445 436,171 380,256
Clearing house and proprietary funds fees 488,669 421,864 160,563 153,654
Third parties’ services 117,928 54,420 81,206 19,212
Credit card cashback 366,765 318,202 129,578 97,860
Other 310,388 263,959 64,824 109,530
Total 3,993,338 3,787,075 1,390,954 1,331,853
39
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated
24. Operating expenses by nature
--- ---
Nine months period ended<br><br> <br>September 30, Three months period ended<br><br> <br>September 30,
--- --- --- --- ---
2025 2024 2025 2024
Selling expenses (a) 214,154 107,532 77,209 42,557
Administrative expenses 4,706,412 4,472,558 1,685,471 1,564,955
Personnel expenses 3,125,897 2,969,039 1,141,750 984,391
Compensation 1,338,186 1,127,936 461,435 423,445
Employee profit-sharing and bonus 1,209,241 1,145,819 449,560 347,810
Other personnel expenses (b) 578,470 695,284 230,755 213,136
Other taxes expenses 46,250 74,744 16,687 17,383
Depreciation of property and equipment and right-of-use assets 107,015 89,923 34,742 31,135
Amortization of intangible assets and investments 119,391 115,902 40,964 40,869
Data processing 751,805 636,490 212,644 220,123
Technical services 113,886 103,327 47,285 35,976
Third parties' services 199,360 255,784 98,979 142,077
Other administrative expenses (c) 242,808 227,349 92,420 93,001
Total 4,920,566 4,580,090 1,762,680 1,607,512

(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
Nine months period ended<br><br> <br>September 30, Three months period ended<br><br> <br>September 30,
--- --- --- --- ---
2025 2024 2025 2024
Other operating income 227,480 299,410 55,758 125,536
Revenue from incentives from Tesouro Direto, B3 and others (a) 81,708 163,305 9,612 61,773
Interest received on tax 29,556 21,725 8,710 7,618
Recovery of charges and expenses 2,690 27,601 170 1,007
Reversal of operating provisions 71,352 46,893 25,951 19,049
Other 47,539 39,886 11,315 36,089
(-) Taxes and contributions (5,365) - - -
Other operating expenses (102,837) (113,633) (31,220) (44,191)
Legal proceedings and agreement with customers (36,674) (12,068) (14,028) 5,006
Associations and regulatory fees (16,297) (17,242) (5,951) (6,552)
Other (b) (49,866) (84,323) (11,241) (42,645)
Total 124,643 185,777 24,538 81,345

(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, (i) losses on write-off or disposals of property, equipment, intangible assets and leases, (ii) tax incentive expenses, (iii) fines and penalties expenses and (iv) charity expenses.

40
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><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 nine months period ended September 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 4,103,213 - 4,103,213
Forfeited (744,006) - (744,006)
Vested (875,800) - (875,800)
Outstanding, September 30, 2025 16,909,495 579,540 17,489,035

For the nine and three months periods ended September 30, 2025, the total compensation expense of both plans was, respectively, R$ 487,631 and R$ 167,119 (2024 - R$ 480,766 and R$ 152,437), including R$ 59,758 and R$ 24,895 of tax provisions (2024 - R$ 120,499 and R$ 6,018) 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:

Nine months period ended<br><br> <br>September 30, Three months period ended<br><br> <br>September 30,
2025 2024 2025 2024
Net income attributable to owners of the parent 3,874,081 3,333,203 1,319,620 1,185,936
Basic weighted average number of outstanding shares (i)(iii) 529,700 542,882 526,034 536,455
Basic earnings per share – R$ 7.3137 6.1398 2.5086 2.2107
Effect of dilution
Share-based plan (ii) (iii) 7,184 8,076 8,893 7,995
Diluted weighted average number of outstanding shares (iii) 536,884 550,958 534,927 544,450
Diluted earnings per share – R$ 7.2159 6.0498 2.4669 2.1782
(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.
--- ---
41
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><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<br>and ‘call’ on 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:

42
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated
September 30, 2025
--- --- --- --- --- --- ---
Level 1 Level 2 Level 3 Fair Value Book Value
Financial Assets
Financial assets at Fair value through profit or loss
Securities 159,730,520 23,963,900 733,732 184,428,152 184,428,152
Derivative financial instruments 5,232,002 50,767,768 - 55,999,770 55,999,770
Investments in associates measured at fair value - - 1,547,412 1,547,412 1,547,412
Fair value through other comprehensive income
Securities 42,557,777 - - 42,557,777 42,557,777
Evaluated at amortized cost
Securities 2,144,300 6,035,228 - 8,179,528 8,134,005
Securities purchased under agreements to resell - 15,077,172 - 15,077,172 15,029,274
Securities trading and intermediation - 5,812,102 - 5,812,102 5,812,102
Accounts receivable - 1,171,155 - 1,171,155 1,171,155
Loan operations - 33,915,990 - 33,915,990 34,028,397
Other financial assets - 19,744,653 - 19,744,653 19,744,653
Financial liabilities
Fair value through profit or loss
Securities 23,290,764 453,505 - 23,744,269 23,744,269
Derivative financial instruments 3,712,764 50,804,471 - 54,517,235 54,517,235
Evaluated at amortized cost
Securities sold under repurchase agreements - 70,920,038 - 70,920,038 70,931,249
Securities trading and intermediation - 17,436,158 - 17,436,158 17,436,158
Financing instruments payable - 106,689,312 - 106,689,312 106,737,477
Borrowings - 1,575,812 - 1,575,812 1,575,535
Accounts payables - 734,021 - 734,021 734,021
Other financial liabilities - 12,778,643 117,401 12,896,044 12,896,044
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 September 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.

Changes in an average discount rate of 13.64% by 100 bps would increase/decrease the fair value of contingent consideration liability by R$ 1,938.

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.

43
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated
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 the 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.

September 30, 2025
Trading portfolio Exposures Scenarios
Risk factors Risk of variationin: I II III
Fixed interest rate Fixed interest rate in Reais (473) (127,190) (218,389)
Exchange coupons Foreign currencies coupon rate (358) (34,487) (77,467)
Foreign currencies Exchange rates (1,310) 319,138 328,158
Price indexes Inflation coupon rates (178) (44,068) (62,285)
Shares Shares prices (2,314) (47,520) (135,085)
Commodities Commodities price (336) (28,728) 59,483
(4,969) 37,145 (105,585)
44
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><br><br>In thousands of Brazilian Reais, unless otherwise stated
December 31, 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 Investimentos CCTVM, XP DTVM and XP Serviços Financeiros 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 September 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.

45
XP Inc. and its subsidiaries<br><br><br><br>Notes to unaudited interim condensed consolidated financial statements<br><br>As of September 30, 2025<br><br><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 - 151,335 - 2,787,575 2,938,910
Payments (2,255,259) (114,679) (1,170,612) (1,628,342) (5,168,892)
Write-offs - - - - -
Cancellation - (13,515) - - (13,515)
Net foreign exchange differences 66,632 8,466 - 408,777 483,875
Interest accrued 91,881 14,491 216,670 125,734 448,776
Interest paid (102,676) - (25,185) (66,093) (193,954)
Total debt as of September 30, 2024 - 350,860 1,827,647 5,174,218 7,352,725
Total debt as of January 1, 2025 1,666,432 311,347 1,874,875 5,813,950 9,666,604
Acquisitions / Issuance 2,626,479 114,026 - - 2,740,505
Payments (2,406,329) (96,613) (1,266,496) - (3,769,438)
Net foreign exchange differences (340,384) (11,272) - (826,899) (1,178,555)
Interest accrued 101,018 12,067 54,012 221,263 388,360
Interest paid (71,681) - (15,679) (131,857) (219,217)
Cancellation - (27,934) - - (27,934)
Total debt as of September 30, 2025 1,575,535 301,621 646,712 5,076,457 7,600,325

Debt securities include Debentures measured at FVPL presented in Note 4(e) and does not include fair value adjustments of (i) Debentures - R$ (193,207) (R$ (200,648) - December 31, 2024) and (ii) Bonds - R$ (111,907) (R$ (300,209) - December 31, 2024).

ii) Cash reconciliation for operating, investing and financing activities

During the nine months period ended September 30, 2024, the Group paid R$ 860,287 – out of which R$ 190,766 refers to acquisitions concluded during this period – in connection with the minority stake acquisitions in Monte Bravo JV S.A. (“Monte Bravo”), Blue3 S.A. (“Blue3”), Ável Participações Ltda. (“Ável”), Fami Controle S.A and SVN S.A disclosed in Note 2(d)(i). The Group also paid R$ 498,576 of contingent consideration liabilities, due to the achievement of the triggers provided for in the shareholders' agreement with one of its associates.

During the nine months period ended September 30, 2025, the Group paid R$ 271,269 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 nine months period ended September 30, 2024, the Group concluded the minority stake acquisitions disclosed in Note 2(d)(i). From the total consideration of these transactions, R$ 106,412 was settled through the private issuance of XP Inc Class A shares (see note 19a).

During the nine months period ended September 30, 2025, the Group sold property and equipment assets in a total amount of R$ 132,003, which is payable in 10 years, indexed to CDI. The amount was recorded through ‘Accounts receivable’.

32. Subsequent events

On November 17, 2025, the Board of Directors approved (i) the distribution of dividends in the amount equivalent to US$ 0.18 per share, which is scheduled to be paid on December 18, 2025 and (ii) a 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 November 18, 2025, continuing until the earlier of the completion of the repurchase or November 18, 2026, depending on market conditions.

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