6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGNPRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2022

Commission File Number: 001-39155

XP Inc.

(Exact name of registrant as specified in itscharter)

Av. Chedid Jafet, 75, Torre Sul, 30th floor,

Vila Olímpia – São Paulo

Brazil 04551-065

+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:

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):

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):

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.

Date: August 9, 2022

EXHIBIT INDEX

Exhibit 99.1

XP Inc. Reports Second QuarterFinancial Results

São Paulo, Brazil, August 9, 2022 – XP Inc. (NASDAQ: XP) (“XP” or the “Company”), a leading tech-enabled platform and a trusted pioneer in providing low-fee financial products and services in Brazil, reported today its financial results for the second quarter of 2022.

Summary

2

Discussion of Results

Total Gross Revenue

Total gross revenue grew 13% from R$3.2 billion in 2Q21 to R$3.6 billion in 2Q22. Growth was primarily driven by the Retail business, led especially by fixed income, float and better performance fees year-over-year. Additionally, after a weak beginning of the year, capital market activity picked up quarter-on-quarter, with a better environment especially for DCM, leading to a rebound in Issuer Services relative to 1Q22.

Retail Revenue

Retail revenue grew 14% from R$2.4 billion in 2Q21 to R$2.8 billion in 2Q22. As expected in a high Selic environment, the strong demand for fixed income products, both in primary and secondary markets, and a larger contribution from Float more than offset weaker Equities and Futures revenues. Relative to 1Q22, performance fees from the funds’ platform were also an important factor to compensate for lower brokerage revenues.

In 2Q22, Retail-related revenues represented 78% of consolidated Net Income from Financial Instruments, as per the Accounting Income Statement, and were composed of Derivatives, Fixed Income secondary transactions and Float, among others.

LTM Retail Take Rate^1^

Last twelve months take rate ended June 30^th^ stable at 1.27%.

Institutional Revenue

Institutional gross revenue totaled R$436 million in 2Q22, up 16% from R$375 million in 2Q21, which was the best quarter for Institutional gross revenue last year, demonstrating a solid pace of growth in 2022 and reaping the benefits of our ecosystem among institutional clients in our platform. Compared to 1Q22, Institutional gross revenue went down by 20%, as already expected, considering the high demand for derivatives in 1Q22 because of the Russia-Ukraine war outbreak.

In 2Q22, Institutional revenue accounted for 12% of consolidated Net Income from Financial Instruments, as per the Accounting Income Statement, and was composed mostly of Fixed Income secondary transactions and Derivatives.

Issuer Services Revenue

Issuer services revenue decreased 17% from R$255 million in 2Q21 to R$210 million in 2Q22. Following a quarter of mild Capital Market activity in 1Q22, the pent-up demand and robust pipeline anticipated in March were confirmed and the DCM deal flow was strong in 2Q22, leading Issuer Services revenue to a 74% expansion relative to the first quarter of 2022, but still weaker than market activity in 2021.

Other Revenue^2^

Other revenue increased 57% in 2Q22 versus 2Q21, from R$118 million to R$185 million. Interest on gross cash was higher due to increases in interest rates, along with results coming from asset and liability management, partially offset by a lower digital content revenue.

In 2Q22, other revenue accounted for 9**%** of consolidated Net Income from Financial Instruments, as per the Accounting Income Statement, composed mostly of interest on adjusted gross cash and results related to asset and liability management.

^1^ LTM Take Rate (LTM Retail Revenue / Average AUC). Average AUC = (Sum of AUC from the beginning of period and each quarter-end in a given year, being 5 data points in one year)/5

^2^ Other and Digital Content Combined;

3

Costs of Goods Sold and Gross Margin COGS rose 8% from R$891 million in 2Q21 to R$960million in 2Q22, with a gross margin of 72.0%, 154 bps and 54 bps higher than 2Q21 and 1Q22, respectively. Year-over-year marginimprovement was driven by a Retail product mix towards Fixed Income and Float revenues, which more than offset higher credit card cashback,following the TPV expansion, and prepaid expenses amortization, resulting in a lower growth in COGS.SG&A Expense (ex-Share-Based Compensation)SG&A expenses (excluding share-based compensation)totaled R$1,268 million in 2Q22, up 41% from R$900 million in 2Q21. The increase was mainly related to Personnel Expenses followingheadcount expansion over the last year, with a 60% increase in 2021, and a 41% increase in 2Q22 vs. 2Q21. Most of the headcount increaseis associated with investments in new businesses and internal advisors, aiming to strengthen our investment advisory footprint and increaseour total addressable market beyond investments.In the first half of 2022, total bonuses grew only13% year-over-year, despite a headcount increase of 41% in the same period. Total bonuses, as a percentage of net revenue, decreased from13.7% to 13.4% in the first half of 2022 compared the same period in 2021.Bonuses are accrued monthly and paid on a semi-annualbasis. Following the revenue seasonality, mostly because of performance fees, bonus expenses are usually higher on every second and fourthquarters.Share-Based CompensationIn 2Q22, Shared-Based Compensation expenses inSG&A were 36% higher, from R$147 million in 2Q21 to R$200 million in 2Q22, following additional grants made in 4Q21, and remainingflat quarter-over-quarter. A portion close to R$11 million of the total Share-Based Compensation of the quarter is related to IFAs andis allocated in COGS.Adjusted EBITDA^3^Adjusted EBITDA decreased 2% from R$1,245 millionin 2Q21 to R$1,215 million. Adjusted EBITDA margin was 35.4%, down 584 bps, driven mainly by higher relative SG&A expensesdue to headcount expansion and investments in new verticals. Despite having approximately R$500 million in expenses related to early-stageinitiatives (banking, direct international investments platform, internal advisors and XTAGE) in 1H22, Adjusted EBITDA Margin stood above35%.Adjusted Net Income^4^Adjusted Net Income grew 1%, from R$1,034 millionin 2Q21 to R$1,046 million in 2Q22, in connection with the factors explaining the Adjusted EBITDA and a lower normalized effectivetax rate, which is a consequence of revenue mix leaning towards net income from financial instruments. The effective tax rate, normalizedby withholding taxes, was 13.7% in 2Q22, versus 17.5% in 2Q21. Adjusted Net Margin decreased 375 bps in 2Q21 to 30.5% in 2Q22,above the top of medium-term guidance of 30%.^3^ Seeappendix for a reconciliation of Adjusted EBITDA;^4^ Seeappendix for a reconciliation of Adjusted Net Income. 4 Other InformationWebcast and Conference Call InformationTheCompany will host a webcast to discuss its second quarter financial results on Tuesday, August 9^th^, 2022, at 5:00 pm ET (6:00pm BRT). To participate in the earnings webcast please subscribe at 2Q22 Earnings Web Meeting.The replay will be available on XP’s investor relations website at https://investors.xpinc.com/Investor Relations Contactir@xpi.com.brImportant DisclosureIn reviewing the information contained in thisrelease, you are agreeing to abide by the terms of this disclaimer. This information is being made available to each recipient solelyfor its information and is subject to amendment. This release is prepared by XP Inc. (the “Company,” “we” or “our”),is solely for informational purposes. This release does not constitute a prospectus and does not constitute an offer to sell or the solicitationof an offer to buy any securities. In addition, this document and any materials distributed in connection with this release are not directedto, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, countryor other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which wouldrequire any registration or licensing within such jurisdiction.This release was prepared by the Company. Neitherthe Company nor any of its affiliates, officers, employees or agents, make any representation or warranty, express or implied, in relationto the fairness, reasonableness, adequacy, accuracy or completeness of the information, statements or opinions, whichever their source,contained in this release or any oral information provided in connection herewith, or any data it generates and accept no responsibility,obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. The informationand opinions contained in this release are provided as at the date of this release, are subject to change without notice and do not purportto contain all information that may be required to evaluate the Company. The information in this release is in draft form and has notbeen independently verified. The Company and its affiliates, officers, employees and agents expressly disclaim any and all liability whichmay be based on this release and any errors therein or omissions therefrom. Neither the Company nor any of its affiliates, officers, employeesor agents makes any representation or warranty, express or implied, as to the achievement or reasonableness of future projections, managementtargets, estimates, prospects or returns, if any.The information contained in this release doesnot purport to be comprehensive and has not been subject to any independent audit or review. Certain of the financial information as ofand for the periods ended of December 31, 2021 and December 31, 2020, 2019, 2018 and 2017 has been derived from audited financial statementsand all other financial information has been derived from unaudited interim financial statements. A significant portion of the informationcontained in this release is based on estimates or expectations of the Company, and there can be no assurance that these estimates orexpectations are or will prove to be accurate. The Company’s internal estimates have not been verified by an external expert, andthe Company cannot guarantee that a third party using different methods to assemble, analyze or compute market information and data wouldobtain or generate the same results.Statements in the release, including those regardingthe possible or assumed future or other performance of the Company or its industry or other trend projections, constitute forward-lookingstatements. These statements are generally identified by the use of words such as “anticipate,” “believe,” “could,”“expect,” “should,” “plan,” “intend,” “estimate” and “potential,”among others. By their nature, forward-looking statements are necessarily subject to a high degree of uncertainty and involve known andunknown risks, uncertainties, assumptions and other factors because they relate to events and depend on circumstances that will occurin the future whether or not outside the control of the Company. Such factors may cause actual results, performance or developments todiffer materially from those expressed or implied by such forward-looking statements and there can be no assurance that such forward-lookingstatements will prove to be correct. These risks and uncertainties include factors relating to: (1) general economic, financial, political,demographic and business conditions in Brazil, as well as any other countries we may serve in the future and their impact on our business;(2) fluctuations in interest, inflation and exchange rates in Brazil and any other countries we may serve in the future; (3) competitionin the financial services industry; (4) our ability to implement our business strategy; (5) our ability to adapt to the rapid pace oftechnological changes in the financial services industry; (6) the reliability, performance, functionality and quality of our productsand services and the investment performance of investment funds managed by third parties or by our asset managers; (7) the availabilityof government authorizations on terms and conditions and within periods acceptable to us; (8) our ability to continue attracting and retainingnew appropriately-skilled employees; (9) our capitalization and level of indebtedness; (10) the interests of our controlling shareholders;(11) changes in government regulations applicable to the financial services industry in Brazil and elsewhere; (12) our ability to competeand conduct our business in the future; (13) the success of operating initiatives, including advertising and promotional efforts and newproduct, service and concept development by us and our competitors; (14) changes in consumer demands regarding financial products, customerexperience related to investments and technological advances, and our ability to innovate to respond to such changes; (15) changes inlabor, distribution and other operating costs; (16) our compliance with, and changes to, government laws, regulations and tax mattersthat currently apply to us; (17) other factors that may affect our financial condition, liquidity and results of operations. Accordingly,you should not place undue reliance on forward-looking statements. The forward-looking statements included herein speak only as at thedate of this release and the Company does not 5 undertake any obligation to update these forward-lookingstatements. Past performance does not guarantee or predict future performance. Moreover, the Company and its affiliates, officers, employeesand agents do not undertake any obligation to review, update or confirm expectations or estimates or to release any revisions to any forward-lookingstatements to reflect events that occur or circumstances that arise in relation to the content of the release. You are cautioned not tounduly rely on such forward-looking statements when evaluating the information presented and we do not intend to update any of these forward-lookingstatements.Market data and industry information used throughoutthis release are based on management’s knowledge of the industry and the good faith estimates of management. The Company also relied,to the extent available, upon management’s review of industry surveys and publications and other publicly available informationprepared by a number of third-party sources. All of the market data and industry information used in this release involves a number ofassumptions and limitations, and you are cautioned not to give undue weight to such estimates. Although the Company believes that thesesources are reliable, there can be no assurance as to the accuracy or completeness of this information, and the Company has not independentlyverified this information.The contents hereof should not be construed asinvestment, legal, tax or other advice and you should consult your own advisers as to legal, business, tax and other related matters concerningan investment in the Company. The Company is not acting on your behalf and does not regard you as a customer or a client. It will notbe responsible to you for providing protections afforded to clients or for advising you on the relevant transaction.This release includes our Float, Adjusted GrossFinancial Assets, Adjusted EBITDA and Adjustments to Reported Net Income, which are non-GAAP financial information. We believe that suchinformation is meaningful and useful in understanding the activities and business metrics of the Company’s operations. We also believethat these non-GAAP financial measures reflect an additional way of viewing aspects of the Company’s business that, when viewedwith our International Financial Reporting Standards (“IFRS”) results, as issued by the International Accounting StandardsBoard, provide a more complete understanding of factors and trends affecting the Company’s business. Further, investors regularlyrely on non-GAAP financial measures to assess operating performance and such measures may highlight trends in the Company’s businessthat may not otherwise be apparent when relying on financial measures calculated in accordance with IFRS. We also believe that certainnon-GAAP financial measures are frequently used by securities analysts, investors and other interested parties in the evaluation of publiccompanies in the Company’s industry, many of which present these measures when reporting their results. The non-GAAP financial informationis presented for informational purposes and to enhance understanding of the IFRS financial statements. The non-GAAP measures should beconsidered in addition to results prepared in accordance with IFRS, but not as a substitute for, or superior to, IFRS results. As othercompanies may determine or calculate this non-GAAP financial information differently, the usefulness of these measures for comparativepurposes is limited. A reconciliation of such non-GAAP financial measures to the nearest GAAP measure is included in this release.For purposes of this release:“Active Clients” means the total numberof retail clients served through our XP Investimentos, Rico, Clear, XP Investments and XP Private (Europe) brands, with an AUC above R$100.00or that have transacted at least once in the last thirty days. For purposes of calculating this metric, if a client holds an account inmore than one of the aforementioned entities, such client will be counted as one “active client” for each such account. Forexample, if a client holds an account in each of XP Investimentos and Rico, such client will count as two “active clients”for purposes of this metric.“Assets Under Custody (AUC)” meansthe market value of all client assets invested through XP’s platform and that is related to reported Retail Revenue, including equities,fixed income securities, mutual funds (including those managed by XP Gestão de Recursos Ltda., XP Advisory Gestão de RecursosLtda. and XP Vista Asset Management Ltda., as well as by third-party asset managers), pension funds (including those from XP Vida e PrevidênciaS.A., as well as by third-party insurance companies), exchange traded funds, COEs (Structured Notes), REITs, and uninvested cash balances(Float Balances), among others. Although AUC includes custody from Corporate Clients that generate Retail Revenue, it does not includecustody from institutional clients (asset managers, pension funds and insurance companies).RoundingWe have made rounding adjustments to some of thefigures included in this release. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation ofthe figures that preceded them.UnauditedManagerial Income Statement (in R$ mn)| | 2Q22 | 2Q21 | YoY | 1Q22 | QoQ || --- | --- | --- | --- | --- | --- || Managerial Income Statement | | | | | || Total Gross Revenue | 3,618 | 3,200 | 13% | 3,270 | 11% || Retail | 2,786 | 2,452 | 14% | 2,425 | 15% || Institutional | 436 | 375 | 16% | 548 | -20% || Issuer Services | 210 | 255 | -17% | 121 | 74% || Digital Content | 11 | 29 | -62% | 11 | 8% || Other | 173 | 88 | 96% | 166 | 4% || Net Revenue | 3,429 | 3,018 | 14% | 3,121 | 10% || COGS | (960) | (891) | 8% | (891) | 8% || As a % of Net Revenue | (28.0%) | (29.5%) | 1.5 p.p | (28.5%) | 0.5 p.p || Gross Profit | 2,469 | 2,127 | 16% | 2,231 | 11% || Gross Margin | 72.0% | 70.5% | 1.5 p.p | 71.5% | 0.5 p.p || SG&A | (1,268) | (900) | 41% | (1,051) | 21% || Share Based Compensation^1^ | (200) | (147) | 36% | (200) | 0% || EBITDA | 1,001 | 1,080 | -7% | 980 | 2% || EBITDA Margin | 29.2% | 35.8% | -6.6 p.p | 31.4% | -2.2 p.p || Adjusted EBITDA | 1,215 | 1,245 | -2% | 1,191 | 2% || Adjusted EBITDA Margin | 35.4% | 41.3% | -5.8 p.p | 38.2% | -2.8 p.p || D&A | (56) | (58) | -5% | (61) | -9% || EBIT | 945 | 1,022 | -7% | 919 | 3% || Interest expense on debt | (77) | (20) | 286% | (48) | 60% || Share of profit or (loss) in joint ventures and associates | (1) | 1 | -211% | (14) | -85% || Taxable equivalent adjustments^2^ | 190 | 126 | 51% | 161 | 18% || EBT (Taxable equivalent) | 1,057 | 1,128 | -6% | 1,017 | 4% || Tax expense (Normalized) | (144) | (197) | -27% | (163) | -11% || Effective tax rate (Normalized) | (13.7%) | (17.5%) | 3.8 p.p | (16.0%) | 2.4 p.p || Net Income | 913 | 931 | -2% | 854 | 7% || Net Margin | 26.6% | 30.9% | -4.2 p.p | 27.4% | -0.8 p.p || Adjustments | 133 | 102 | 30% | 133 | 0% || Adjusted Net Income | 1,046 | 1,034 | 1% | 987 | 6% || Adjusted Net Margin | 30.5% | 34.2% | -3.7 p.p | 31.6% | -1.1 p.p |¹A portion of total Share-Based Compensation is related to IFAs and allocated in COGS.² Tax adjustments are related to tax withholdingexpenses that are recognized net in gross revenue. 6 Accounting Income Statement (in R$ mn)| | 2Q22 | 2Q21 | YoY | 1Q22 | QoQ || --- | --- | --- | --- | --- | --- || Accounting Income Statement | | | | | || Net revenue from services rendered | 1,553 | 1,601 | -3% | 1,265 | 23% || Brokerage commission | 500 | 650 | -23% | 560 | -11% || Securities placement | 454 | 513 | -11% | 291 | 56% || Management fees | 478 | 384 | 24% | 329 | 45% || Insurance brokerage fee | 35 | 35 | 0% | 36 | -4% || Educational services | 7 | 27 | -75% | 8 | -13% || Banking Fees | 99 | 42 | 138% | 93 | 6% || Other services | 116 | 111 | 4% | 89 | 30% || Taxes and contributions on services | (136) | (160) | -15% | (141) | -4% || Net income from financial instruments at amortized cost and at fair value through other comprehensive income | 712 | (331) | -316% | (145) | -592% || Net income from financial instruments at fair value through profit or loss | 1,164 | 1,748 | -33% | 2,001 | -42% || Total revenue and income | 3,429 | 3,018 | 14% | 3,121 | 10% || Operating costs | (958) | (838) | 14% | (864) | 11% || Selling expenses | (39) | (62) | -36% | (19) | 105% || Administrative expenses | (1,478) | (1,115) | 33% | (1,293) | 14% || Other operating revenues (expenses), net | (7) | 72 | -110% | 0 | -16523% || Expected credit losses | (1) | (54) | -97% | (26) | -95% || Interest expense on debt | (77) | (20) | 286% | (48) | 60% || Share of profit or (loss) in joint ventures and associates | (1) | 1 | -211% | (14) | -85% || Income before income tax | 867 | 1,002 | -13% | 856 | 1% || Income tax expense | 45 | (71) | -164% | (2) | -2170% || Net income for the period | 913 | 931 | -2% | 854 | 7% |Balance Sheet (in R$ mn)| | 2Q22 | 1Q22 || --- | --- | --- || Assets | | || Cash | 3,244 | 3,222 || Financial assets | 156,827 | 150,281 || Fair value through profit or loss | 86,077 | 86,041 || Securities | 67,521 | 64,600 || Derivative financial instruments | 18,556 | 21,442 || Fair value through other comprehensive income | 36,183 | 33,604 || Securities | 36,183 | 33,604 || Evaluated at amortized cost | 34,568 | 30,635 || Securities | 8,178 | 6,379 || Securities purchased under agreements to resell | 4,812 | 6,061 || Securities trading and intermediation | 3,149 | 2,489 || Accounts receivable | 627 | 358 || Loan Operations | 16,418 | 14,432 || Other financial assets | 1,384 | 917 || Other assets | 5,318 | 4,960 || Recoverable taxes | 177 | 168 || Rights-of-use assets | 258 | 269 || Prepaid expenses | 4,085 | 3,972 || Other | 797 | 551 || Deferred tax assets | 1,541 | 1,376 || Investments in associates and joint ventures | 2,230 | 2,163 || Property and equipment | 304 | 298 || Goodwill & Intangible assets | 812 | 794 || Total Assets | 170,276 | 163,093 || | 2Q22 | 1Q22 || Liabilities | | || Financial liabilities | 113,550 | 110,397 || Fair value through profit or loss | 24,714 | 28,755 || Securities | 5,637 | 7,410 || Derivative financial instruments | 19,077 | 21,345 || Evaluated at amortized cost | 88,837 | 81,643 || Securities sold under repurchase agreements | 30,534 | 24,132 || Securities trading and intermediation | 15,272 | 18,313 || Financing instruments payable | 31,530 | 28,997 || Accounts payables | 476 | 463 || Borrowings | 1,829 | 1,691 || Other financial liabilities | 9,195 | 8,048 || Other liabilities | 40,416 | 37,127 || Social and statutory obligations | 985 | 443 || Taxes and social security obligations | 280 | 435 || Private pension liabilities | 39,102 | 36,207 || Provisions and contingent liabilities | 32 | 31 || Other | 17 | 11 || Deferred tax liabilities | 15 | 28 || Total Liabilities | 153,981 | 147,552 || Equity attributable to owners of the Parent company | 16,292 | 15,538 || Issued capital | 0 | 0 || Capital reserve | 15,317 | 15,148 || Other comprehensive income | (371) | (292) || Treasury | (418) | (172) || Retained earnings | 1,765 | 854 || Non-controlling interest | 3 | 3 || Total equity | 16,296 | 15,541 || Total liabilities and equity | 170,276 | 163,093 |Adjusted Cash Flow (in R$ mn)| | 2Q22 | 1Q22 | 2Q21 || --- | --- | --- | --- || Adjusted Cash Flows From Operating Activities [A+B+C+D] | (147) | 1,119 | (523) || EBITDA | 1,001 | 980 | 1,080 || Share based plan | 21 | 96 | 165 || Bonus Provision (Payment) | 521 | (609) | 438 || Tax Provision (Payment) | (72) | (229) | (23) || Interest paid | (96) | (7) | (4) || Expected credit losses on other financial assets | 14 | 2 | 39 || Other Working Capital | (134) | (209) | 30 || Net Cash Flows From Operations [A] | 1,255 | 24 | 1,726 || Net Cash Flows From Financial Instruments [B] | (1,421) | 876 | (2,298) || Net Cash Flows From Credit Cards, Credit and Deposits [C] | (1) | (51) | (1) || Net Cash Flow From Float and Other Client's Activities [D] | 20 | 270 | 50 || Adjusted net cash flows from investing activities | (309) | (126) | (982) || Investments in IFA's Network | (202) | - | (837) || Acquisition of PP&E and Intangible | (22) | (14) | (108) || Investments/Acquisitions in associates and subsidiaries | (85) | (112) | (37) || Adjusted net cash flows from financing activities | (691) | (41) | 1,884 || Net increase (decrease) in cash and cash equivalents | (1,147) | 952 | 379 || Cash and Cash Equivalents at Beginning of Period | 4,667 | 3,752 | 2,840 || Effects of exchange rate changes on cash and cash equivalents | 16 | (37) | (2) || Cash and Cash Equivalents at End of Period | 3,536 | 4,667 | 3,217 |Reconciliation of Adjusted Cash FlowIn addition to cash flow from operating activitiespresented in accordance with GAAP, we use adjusted cash flow, a non-GAAP measure, to measure liquidity. We present Adjusted Cash Flowbecause we believe it is a useful indicator of liquidity that provides information to management and investors about the amount of cashgenerated from our core operations after changes in working capital.Adjusted Cash Flow has limitations as an analyticaltool, and you should not consider Adjusted Cash Flow in isolation or as an alternative to cash flow from operating activities or any otherliquidity measure determined in accordance with GAAP. You are encouraged to evaluate each adjustment. In addition, in evaluating AdjustedCash Flow, you should be aware that in the future, we may incur changes similar to the adjustments in the presentation of Adjusted CashFlow. In addition, Adjusted Cash Flow may not be comparable to similarly titled measures used by other companies in our industry or acrossdifferent industries.The table set forth below presents a reconciliationof our cash flow from operating activities, investments and financing activities to Adjusted Cash Flow:| | 2Q22 | 1Q22 | 2Q21 || --- | --- | --- | --- || Adjusted Cash Flow Reconciliation | | | || Net cash flows from operating activities | (615) | 1,103 | (1,360) || (+) Investments in IFA's Network | 202 | - | 837 || (+) Financing instruments payable | 267 | 16 | - || Adjusted net cash flow (used in)/from operating activities | (147) | 1,119 | (523) || Net cash flows from investing activities | (108) | (126) | (145) || (-) Investments in IFA's Network | (202) | - | (837) || Adjusted net cash flow (used in)/from investing activities | (309) | (126) | (982) || Net cash flows from financing activities | (424) | (25) | 1,884 || (-) Financing instruments payable | (267) | (16) | - || Adjusted net cash flow (used in) from financing activities | (691) | (41) | 1,884 || Net increase (decrease) in cash and cash equivalents | (1,147) | 952 | 379 | 7 Float and Adjusted Gross Financial Assets (inR$ mn)We present Adjusted Gross Financial Assets becausewe believe this metric captures the liquidity that is, in fact, available to us, net of the portion of liquidity that is related to ourFloat Balance (and therefore attributable to clients). We calculate Adjusted Gross Financial Assets as the sum of (1) Cash and FinancialAssets (comprised of Cash plus Securities – Fair value through profit or loss, plus Securities – Fair value through othercomprehensive income, plus Securities – Evaluated at amortized cost, plus Derivative financial instruments, plus Securities (purchasedunder agreements to resell), plus Loans and Foreign exchange portfolio (assets) less (2) Financial Liabilities (comprised of the sum ofSecurities loaned, Derivative financial instruments, Securities sold under repurchase agreements and Private pension liabilities), Deposits,Structured Operation Certificates (COE), Financial Bills, Foreign exchange portfolio (liabilities), Credit cards operations and (3) lessFloat Balance.It is a measure that we track internally daily,and it more intuitively reflects the effect of the operational profits we generate and the variations between working capital assets andliabilities (cash flows from operating activities), investments in fixed and intangible assets and investments in the IFA Network (cashflows from investing activities) and inflows and outflows related to equity and debt securities in our capital structure (cash flows fromfinancing activities).Our management treats all securities and financial instrument assets, net of financial instrument liabilities, asbalances that compose our total liquidity, with subline items (such as, for example, “securities at fair value through profit andloss” and “securities at fair value through other comprehensive income”) expected to fluctuate substantially from quarterto quarter as our treasury manages and allocates our total liquidity to the most suitable financial instruments.| Adjusted Gross Financial Assets | 2Q22 | 1Q22 || --- | --- | --- || Assets | 156,170 | 150,528 || (+) Cash | 3,244 | 3,222 || (+) Securities - Fair value through profit or loss | 67,521 | 64,600 || (+) Securities - Fair value through other comprehensive income | 36,183 | 33,604 || (+) Securities - Evaluated at amortized cost | 8,178 | 6,379 || (+) Derivative financial instruments | 18,556 | 21,442 || (+) Securities purchased under agreements to resell | 4,812 | 6,061 || (+) Loans and credit card operations | 16,418 | 14,432 || (+) Foreign exchange portfolio | 1,259 | 788 || Liabilities | (127,216) | (118,619) || (-) Securities | (5,637) | (7,410) || (-) Derivative financial instruments | (19,077) | (21,345) || (-) Securities sold under repurchase agreements | (30,534) | (24,132) || (-) Private Pension Liabilities | (39,102) | (36,207) || (-) Deposits | (15,166) | (14,093) || (-) Structured Operations | (9,456) | (8,576) || (-) Financial Bills | (3,235) | (2,792) || (-) Foreign exchange portfolio | (1,649) | (1,253) || (-) Credit card operations | (3,360) | (2,813) || (-) Float | (12,123) | (15,824) || (=) Adjusted Gross Financial Assets | 16,831 | 16,084 || Float (=net uninvested clients' deposits) | 2Q22 | 1Q22 || --- | --- | --- || Assets | (3,149) | (2,489) || (-) Securities trading and intermediation | (3,149) | (2,489) || Liabilities | 15,272 | 18,313 || (+) Securities trading and intermediation | 15,272 | 18,313 || (=) Float | 12,123 | 15,824 | 8 Adjusted EBITDA (in R$ mn)| | 2Q22 | 2Q21 | YoY | 1Q22 | QoQ || --- | --- | --- | --- | --- | --- || EBITDA | 1,001 | 1,080 | -7% | 980 | 2% || (+) Share Based Compensation | 214 | 165 | 29% | 212 | 1% || (+) Offering expenses | - | - | n.a. | - | n.a. || Adj. EBITDA | 1,215 | 1,245 | -2% | 1,191 | 2% |Adjusted Net Income (in R$ mn)| | 2Q22 | 2Q21 | YoY | 1Q22 | QoQ || --- | --- | --- | --- | --- | --- || Net Income | 913 | 931 | -2% | 854 | 7% || (+) Share Based Compensation | 214 | 165 | 29% | 212 | 1% || (+/-) Taxes | (81) | (63) | 28% | (79) | 2% || Adj. Net Income | 1,046 | 1,034 | 1% | 987 | 6% | 9 Exhibit 99.21 2Q22 Earnings Presentation 2 Important Disclosure IN REVIEWING THE INFORMATION CONTAINED IN THIS PRESENTATION, YOU ARE AGREEING TO ABIDE BY THE TERMS OF THIS DISCLAIMER . THIS INFORMATION IS BEING MADE AVAILABLE TO EACH RECIPIENT SOLELY FOR ITS INFORMATION AND IS SUBJECT TO AMENDMENT . This presentation is prepared by XP Inc . (the “Company,” “we” or “our”), is solely for informational purposes . This presentation does not constitute a prospectus and does not constitute an offer to sell or the solicitation of an offer to buy any securities . In addition, this document and any materials distributed in connection with this presentation are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction . This presentation was prepared by the Company . Neither the Company nor any of its affiliates, officers, employees or agents, make any representation or warranty, express or implied, in relation to the fairness, reasonableness, adequacy, accuracy or completeness of the information, statements or opinions, whichever their source, contained in this presentation or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information . The information and opinions contained in this presentation are provided as at the date of this presentation, are subject to change without notice and do not purport to contain all information that may be required to evaluate the Company . The information in this presentation is in draft form and has not been independently verified . The Company and its affiliates, officers, employees and agents expressly disclaim any and all liability which may be based on this presentation and any errors therein or omissions therefrom . Neither the Company nor any of its affiliates, officers, employees or agents makes any representation or warranty, express or implied, as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any . The information contained in this presentation does not purport to be comprehensive and has not been subject to any independent audit or review . Certain of the financial information as of and for the periods ended December 31 , 2019 , 2018 and 2017 has been derived from audited financial statements and all other financial information has been derived from unaudited interim financial statements . A significant portion of the information contained in this presentation is based on estimates or expectations of the Company, and there can be no assurance that these estimates or expectations are or will prove to be accurate . The Company’s internal estimates have not been verified by an external expert, and the Company cannot guarantee that a third party using different methods to assemble, analyze or compute market information and data would obtain or generate the same results . Statements in the presentation, including those regarding the possible or assumed future or other performance of the Company or its industry or other trend projections, constitute forward - looking statements . These statements are generally identified by the use of words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others . By their nature, forward - looking statements are necessarily subject to a high degree of uncertainty and involve known and unknown risks, uncertainties, assumptions and other factors because they relate to events and depend on circumstances that will occur in the future whether or not outside the control of the Company . Such factors may cause actual results, performance or developments to differ materially from those expressed or implied by such forward - looking statements and there can be no assurance that such forward - looking statements will prove to be correct . These risks and uncertainties include factors relating to : ( 1 ) general economic, financial, political, demographic and business conditions in Brazil, as well as any other countries we may serve in the future and their impact on our business ; ( 2 ) fluctuations in interest, inflation and exchange rates in Brazil and any other countries we may serve in the future ; ( 3 ) competition in the financial services industry ; ( 4 ) our ability to implement our business strategy ; ( 5 ) our ability to adapt to the rapid pace of technological changes in the financial services industry ; ( 6 ) the reliability, performance, functionality and quality of our products and services and the investment performance of investment funds managed by third parties or by our asset managers ; ( 7 ) the availability of government authorizations on terms and conditions and within periods acceptable to us ; ( 8 ) our ability to continue attracting and retaining new appropriately - skilled employees ; ( 9 ) our capitalization and level of indebtedness ; ( 10 ) the interests of our controlling shareholders ; ( 11 ) changes in government regulations applicable to the financial services industry in Brazil and elsewhere ; ( 12 ) our ability to compete and conduct our business in the future ; ( 13 ) the success of operating initiatives, including advertising and promotional efforts and new product, service and concept development by us and our competitors ; ( 14 ) changes in consumer demands regarding financial products, customer experience related to investments and technological advances, and our ability to innovate to respond to such changes ; ( 15 ) changes in labor, distribution and other operating costs ; ( 16 ) our compliance with, and changes to, government laws, regulations and tax matters that currently apply to us ; ( 17 ) the negative impacts of the COVID - 19 pandemic on global, regional and national economies and the related market volatility and protracted economic downturn ; and ( 18 ) other factors that may affect our financial condition, liquidity and results of operations . Accordingly, you should not place undue reliance on forward - looking statements . The forward - looking statements included herein speak only as at the date of this presentation and the Company does not undertake any obligation to update these forward - looking statements . Past performance does not guarantee or predict future performance . Moreover, the Company and its affiliates, officers, employees and agents do not undertake any obligation to review, update or confirm expectations or estimates or to release any revisions to any forward - looking statements to reflect events that occur or circumstances that arise in relation to the content of the presentation . You are cautioned not to unduly rely on such forward - looking statements when evaluating the information presented and we do not intend to update any of these forward - looking statements . Market data and industry information used throughout this presentation are based on management’s knowledge of the industry and the good faith estimates of management . The Company also relied, to the extent available, upon management’s review of industry surveys and publications and other publicly available information prepared by a number of third party sources . All of the market data and industry information used in this presentation involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates . Although the Company believes that these sources are reliable, there can be no assurance as to the accuracy or completeness of this information, and the Company has not independently verified this information . The contents hereof should not be construed as investment, legal, tax or other advice and you should consult your own advisers as to legal, business, tax and other related matters concerning an investment in the Company . The Company is not acting on your behalf and does not regard you as a customer or a client . It will not be responsible to you for providing protections afforded to clients or for advising you on the relevant transaction . This presentation also includes certain non - GAAP financial information . We believe that such information is meaningful and useful in understanding the activities and business metrics of the Company’s operations . We also believe that these non - GAAP financial measures reflect an additional way of viewing aspects of the Company’s business that, when viewed with our International Financial Reporting Standards (“IFRS”) results, as issued by the International Accounting Standards Board, provide a more complete understanding of factors and trends affecting the Company’s business . Further, investors regularly rely on non - GAAP financial measures to assess operating performance and such measures may highlight trends in the Company’s business that may not otherwise be apparent when relying on financial measures calculated in accordance with IFRS . We also believe that certain non - GAAP financial measures are frequently used by securities analysts, investors and other interested parties in the evaluation of public companies in the Company’s industry, many of which present these measures when reporting their results . The non - GAAP financial information is presented for informational purposes and to enhance understanding of the IFRS financial statements . The non - GAAP measures should be considered in addition to results prepared in accordance with IFRS, but not as a substitute for, or superior to, IFRS results . As other companies may determine or calculate this non - GAAP financial information differently, the usefulness of these measures for comparative purposes is limited . A reconciliation of such non - GAAP financial measures to the nearest GAAP measure is included in this presentation . For purposes of this presentation : “Active Clients” means the total number of retail clients served through our XP Investimentos, Rico, Clear, XP Investments and XP Private (Europe) brands, with an AUC above R $ 100 . 00 or that have transacted at least once in the last thirty days . For purposes of calculating this metric, if a client holds an account in more than one of the aforementioned entities, such client will be counted as one “active client” for each such account . For example, if a client holds an account in each of XP Investimentos and Rico, such client will count as two “active clients” for purposes of this metric . “Assets Under Custody (AUC)” means the market value of all client assets invested through XP’s platform, including equities, fixed income securities, mutual funds (including those managed by XP Gestão de Recursos Ltda . , XP Advisory Gestão Recursos Ltda . and XP Vista Asset Management Ltda . , as well as by third - party asset managers), pension funds (including those from XP Vida e Previdência S . A . , as well as by third - party insurance companies), exchange traded funds, COEs (Structured Notes), REITs, and uninvested cash balances (Floating Balances), among others . 3 Index 2Q22 KPIs and Financials 02 Q&A 03 01 Highlights 1 Highlights 5 1 Business Model Resilience : record quarterly revenues, R$3.6 billion , with all - time - high Retail Revenues, up 15% QoQ 3 Cost Discipline : despite investing ~R$500 million in early - stage initiatives¹ in 1H22, Adj. EBITDA Margin stood above 35% and Adj. Net Margin above 30% Quarter Highlights (1) Early - stage initiatives relate to banking, direct international investments platform, internal advisors and XTAGE. Relates t o expenses in the Income Statement. 5 XP was rewarded Most Innovative Financial Services Company by Valor Econômico 4 Important Products Delivery : Debit Card, Digital Bank Account, Direct International Investments Platform for Retail Clients and launch of XTAGE 2 Diversifying Revenue Stream: New Verticals revenue growth of 7% QoQ 6 Recent Developments Service available through XP International, the US Broker Service of XP Inc. Learn more about the product: https://lp.xpi.com .br /mercadointernacional Direct International Investments Platform for Retail Clients Democratizing access to International Investments » Already available to 950k+ XP clients » Frictionless digital experience » Integrated within the same app » No minimum investment and no maintenance fees » Instant exchange with pre - approved limits with no extra documentation » Access to 10k+ Equities, ETFs, ADRs, REITs from NASDAQ & NYSE » Roadmap for growth: mutual funds, bonds, banking services and more 7 Recent Developments Note: internal research made with ~3,000 clients from the XP Brand. 59% Of our clients already invest in crypto assets 58% Of them invest directly in cryptocurrencies 88% Of them have the intention of investing in crypto through XP XTAGE 2 2Q22 KPIs and Financials 9 Notes: (1) See Company fillings for a reconciliation of Adjusted Net Income and Adjusted EBITDA; (2) This portfolio is net of pr ovisions and does not include Intercompany and Credit Card related loans and receivables. Adjusted Net Income¹ R $ 1 . 0 Bn +1% YoY Gross Revenue R $ 3 . 6 Bn Highlights KPIs R $ 2 . 5 Bn Gross Profit +16% YoY R $ 846 Bn Investment AuC +4% YoY Credit Portfolio² R $ 12 . 9 Bn +89% YoY Retirement Plans AuC R $ 54 Bn +38% YoY Credit Card TPV R $ 5 . 5 Bn +161% YoY 30.5% Adjusted Net Margin NPS 76 Adjusted EBITDA 1 R $ 1 . 2 Bn - 2% YoY +13% YoY 2Q22 Highlights and Main KPIs - 375 bps YoY 10 Total Revenues Total Gross Revenues (in R$ mn ) Highlights ▪ Driven mainly by the Retail business, with growing contribution from Fixed Income products and Float revenues YoY ▪ Pick up in Capital Markets activity, especially in DCM, led to a rebound in Issuer Services revenue QoQ 3,200 3,270 3,618 2Q21 1Q22 2Q22 +13% RETAIL INSTITUTIONAL 77 % 12 % of 2Q22 Total Gross Revenue 6 % ISSUER SERVICES 5 % DIGITAL CONTENT & OTHER 13% growth YoY led by Retail revenues 11 Retail Revenues Retail Revenue (in R$ mn ) (1) LTM Take Rate (LTM Retail Revenue / Average AUC), with Average AUC = (Sum of AUC from the beginning of period and each qu art er - end in a given year, being 5 data points in one year)/5 Highlights ▪ Strong demand for fixed income products and a larger contribution from Float more than offset weaker Equities and Futures revenues ▪ Performance fees from the funds’ platform were also relevant contributors to Retail revenue on a QoQ basis LTM Take Rate 1 Highlights ▪ Annualized quarterly take rate¹ increased + 15 bps from 1 . 15 % on 1 Q 22 to 1 . 30 % in 2 Q 22 . LTM take rate² remained stable at 1 . 27 % ▪ On 2 Q 22 , Retail related revenues represented 78 % of consolidated Net Income from Financial Instruments 2,452 2,425 2,786 2Q21 1Q22 2Q22 +14% 3.75% 1Q20 2Q20 2.25% 2.00% 4Q20 11.75% 3Q20 2.00% 2.75% 1Q21 1Q22 4.25% 9.25% 2Q21 6.25% 3Q21 4Q21 13.25% 2Q22 1.30% 1.32% 1.29% 1.31% 1.30% 1.27% 1.27% 1.26% 1.30% 1.27% Selic Rate (EoP) LTM Take Rate Fixed Income, Float and Performance fees more than offset lower volumes in Equities & Futures 12 Adjusted EBITDA and Adjusted Net Income Higher SG&A due to New Verticals and Internal Advisors (1) See Company fillings for a reconciliation of Adjusted Net Income and Adjusted EBITDA. Highlights ▪ Adjusted EBITDA decreased 2 % YoY, driven mainly by higher relative SG&A expenses due to our investments in new verticals and internal advisors Adjusted EBITDA¹ (in R$ mn ) 41.3% 38.2 % % Adj EBITDA Margin 1,245 1,191 1,215 2Q21 2Q22 1Q22 - 2% 35.4 % % Adj Net Margin Adjusted Net Income¹ (in R$ mn ) Highlights ▪ Adjusted Net Income grew 1 % YoY, in connection with the factors explained in the Adjusted EBITDA and a lower normalized effective tax rate 1,034 987 1,046 2Q21 2Q22 1Q22 +1% 34.2% 31.6 % 30.5 % Q&A 14 Investor Relations ir@xpi.com.br https://investors.xpinc.com/ Appendix 16 375 548 436 2Q21 1Q22 2Q22 +16% Institutional and Issuer Services Institutional Revenue (in R$ mn ) Highlights ▪ Institutional revenue has increased 16 % YoY, especially related to FICC strategies ▪ In 2 Q 22 , Institutional revenue accounted for 12 % of consolidated Net Income from Financial Instruments Issuer Services Revenue (in R$ mn ) Highlights ▪ The pent - up demand and robust pipeline in DCM we had anticipated back in March led to a 74 % increase in Issuer Services revenue QoQ, despite lower Capital Markets activity levels relative to 2021 , especially due to ECM 255 121 210 2Q21 2Q22 1Q22 - 17% 17 Non - GAAP Financial Information Floating and Adjusted Gross Financial Assets 17 Adjusted Gross Financial Assets (in R $ mn ) Float Balance (in R $ mn ) Float Balance (=net uninvested clients' deposits) 2Q22 1Q22 Assets (3,149) (2,489) (-) Securities trading and intermediation (3,149) (2,489) Liabilities 15,272 18,313 (+) Securities trading and intermediation 15,272 18,313 (=) Float 12,123 15,824 18 Non - GAAP Financial Information Adjusted Assets (from the factors listed below) reflects our business more realistically 18 [B] Pension Funds ▪ AUM from XP Vida & Previdência is accounted in both assets and liabilities [C] Floating ▪ Uninvested cash from clients allocated in sovereign bonds [D] Client Liquidity & Sovereign Bonds Arbitrage ▪ Providing liquidity to clients with derivatives ▪ Money market funding (repos mostly) allocated into sovereign bonds targeting arbitrage opportunities Assets [A] [B] Pension Funds [A-B] [C] Floating [A-B-C] [D] Client Liquidity & Sov. Bonds Arb. Adjusted Assets [A-B-C-D] Total 170,276 39,102 131,175 15,272 115,903 49,091 66,812 Securities - Fair Value through P&L 67,521 39,102 28,419 - 28,419 1,663 26,756 Securities - Repos 4,812 - 4,812 - 4,812 4,812 - Securities - Fair Value through OCI 36,183 - 36,183 12,123 24,059 24,059 - Securities - Trading & Intermediation 3,149 - 3,149 3,149 - - - Other Financial Instruments 26,734 - 26,734 - 26,734 18,556 8,178 Other Assets 31,878 - 31,878 - 31,878 - 31,878 Liabilities + Equity [A] [B] Pension Funds [A-B] [C] Floating [A-B-C] [D] Client Liquidity & Sov. Bonds Arb. Adjusted Liabilities & Equity [A-B-C-D] Total 170,276 39,102 131,175 15,272 115,903 49,091 66,812 Securities - Repos 30,534 - 30,534 - 30,534 30,534 - Other Finan. Liab. 24,714 - 24,714 - 24,714 18,556 6,158 Pension Funds 39,102 39,102 - - - - - Securities - Trading & Intermediation 15,272 - 15,272 15,272 - - - Other Liabilities & Equity 60,655 - 60,655 - 60,655 - 60,655 Key factors inflating our balance sheet Simplified Balance Sheet (in R $ mn ) 19 2Q22 2Q21 YoY 1Q22 QoQ EBITDA 1,001 1,080 -7% 980 2% (+) Share Based Compensation 214 165 29% 212 1% Adj. EBITDA 1,215 1,245 -2% 1,191 2% Non - GAAP Financial Information Adjusted EBITDA and Adjusted Net Income 19 Adjusted Net Income (in R $ mn ) Adjusted EBITDA (in R $ mn ) 2Q22 2Q21 YoY 1Q22 QoQ Net Income 913 931 -2% 854 7% (+) Share Based Compensation 214 165 29% 212 1% (+/-) Taxes (81) (63) 28% (79) 2% Adj. Net Income 1,046 1,034 1% 987 6%