EX-99.1 2 dp233156_ex9901.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

 

 

 

XP Inc. 

 

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

 

 

 

 

 

Report on review of interim condensed consolidated financial statements

 

To the Board of Directors and Shareholders

XP Inc.

 

Introduction

 

We have reviewed the accompanying interim condensed consolidated balance sheet of XP Inc. and its subsidiaries ("Company") as at June 30, 2025 and the related interim condensed consolidated statements of income and of comprehensive income for the quarter and six-month periods then ended, and the interim condensed consolidated statements of changes in equity and cash flows for the six-month period then ended, and explanatory notes.

 

Management is responsible for the preparation and presentation of these interim condensed consolidated financial statements in accordance with International Accounting Standard (IAS) 34 - "Interim Financial Reporting", of the International Accounting Standards Board (IASB). Our responsibility is to express a conclusion on these interim condensed financial statements based on our review.

 

Scope of review

 

We conducted our review in accordance with Brazilian and International Standards on Reviews of Interim Financial Information (NBC TR 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Brazilian and International Standards on Auditing and consequently did not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusion

 

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements referred to above are not prepared, in all material respects, in accordance with IAS 34.

 

São Paulo, August 18, 2025

 

 

 

 

PricewaterhouseCoopers Marcos Paulo Putini
Auditores Independentes Ltda. Contador CRC 1SP212529/O-8
CRC 2SP000160/O-5  

 

www.pwc.com.br

PricewaterhouseCoopers Auditores Independentes Ltda.
Avenida Brigadeiro Faria Lima, 3732, Edifício B32, 16o,
São Paulo, SP, Brasil, 04538-132

T: +55 (11) 4004-8000

 

 

 

 

 

 

 

XP Inc. and its subsidiaries

Unaudited interim condensed consolidated statements

of income and of comprehensive income 

for the three and six months periods ended June 30, 2025

 

 

Table of Contents

 

Unaudited interim condensed consolidated balance sheets 3
Unaudited interim condensed consolidated statements of income and of comprehensive income 5
Unaudited interim condensed consolidated statements of changes in equity 6
Unaudited interim condensed consolidated statements of cash flows 7
1. Operations 8
2. Basis 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 18
7. Loan operations 22
8. Prepaid expenses 22
9. Securities trading and intermediation (receivable and payable) 23
10. Expected Credit Losses on Financial Assets and Reconciliation of carrying amount 23
11. Investments in associates and joint ventures 25
12. Property, equipment, goodwill, intangible assets and lease 26
13. Financing Instruments Payable 27
14. Borrowings 28
15. Other financial assets and financial liabilities 29
16. Other assets and other liabilities 29
17. Retirement plans and insurance liabilities 30
18. Income tax 32
19. Equity 33
20. Related party transactions 35
21. Provisions and contingent liabilities 35
22. Total revenue and income 37
23. Operating costs 38
24. Operating expenses by nature 39
25. Other operating income (expenses), net 39
26. Share-based plan 40
27. Earnings per share (basic and diluted) 40
28. Determination of fair value 41
29. Management of financial risks and financial instruments 43
30. Capital Management 44
31. Cash flow information 45

 

 

XP Inc. and its subsidiaries

Unaudited interim condensed consolidated balance sheets

As of June 30, 2025 and December 31, 2024

In thousands of Brazilian Reais

 

 

Assets

Note

June 30, 2025

  December 31, 2024
         
Cash   12,087,514    5,610,548
         
Financial assets   342,387,059   321,697,974
         
Fair value through profit or loss    224,965,443        196,185,210
Securities 4  171,833,063    149,985,414
Derivative financial instruments 5  53,132,380    46,199,796
         
Fair value through other comprehensive income    51,285,239    50,879,981
Securities 4  51,285,239    50,879,981
         
Evaluated at amortized cost    66,136,377   74,632,783
Securities 4  7,250,415    2,836,146
Securities purchased under resale agreements 3  10,120,680    22,057,137
Securities trading and intermediation 9 5,493,609    6,499,097
Accounts receivable    1,055,211    778,943
Loan operations 7  33,114,615    29,228,463
Other financial assets 15  9,101,847   13,232,997
         
Other assets    9,992,988   10,657,119
Recoverable taxes    569,906    452,555
Rights-of-use assets 12  360,479    313,141
Prepaid expenses 8  4,171,073    4,363,233
Other 16  4,891,530   5,528,190
         
Deferred tax assets 18  2,855,622    2,887,935
Investments in associates and joint ventures 11  3,518,197    3,518,779
Property and equipment 12  344,428    449,956
Goodwill and intangible assets 12  2,664,598    2,634,449
         
Total assets   373,850,406   347,456,760

 

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

  

3 

XP Inc. and its subsidiaries

Unaudited interim condensed consolidated balance sheets

As of June 30, 2025 and December 31, 2024

In thousands of Brazilian Reais

 

 

Liabilities and equity Note

June 30, 2025

  December 31, 2024
         
Financial liabilities   275,935,529    257,965,004
         
Fair value through profit or loss    66,018,666    55,301,063
Securities 4  13,970,853    15,253,376
Derivative financial instruments 5  52,047,813    40,047,687
         
Evaluated at amortized cost   209,916,863    202,663,941
Securities sold under repurchase agreements 3  71,157,493    71,779,721
Securities trading and intermediation   9  17,001,299    18,474,978
Financing instruments payable 13  104,245,638    95,248,482
Accounts payables    719,885    763,465
Borrowings 14  3,003,541    1,666,432
Other financial liabilities 15 13,789,007    14,730,863
         
Other liabilities   75,344,215    69,179,229
Social and statutory obligations    1,076,628    1,310,911
Taxes and social security obligations      611,922    417,668
Retirement plans and insurance liabilities 17  72,876,169   66,224,387
Provisions and contingent liabilities 21  161,769    146,173
Other 16 617,727   1,080,090
         
Deferred tax liabilities 18  300,870    265,290
         
Total liabilities   351,580,614    327,409,523
         
         
Equity attributable to owners of the Parent company 19 22,263,249    20,043,557
Issued capital    26    26
Capital reserve    20,204,664    20,939,689
Other comprehensive income    (358,112)    (673,978)
Treasury shares    (137,790)    (222,180)
Retained earnings    2,554,461   -
         
Non-controlling interest   6,543   3,680
         
Total equity   22,269,792    20,047,237
         
Total liabilities and equity   373,850,406    347,456,760

 

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

 

4 

XP Inc. and its subsidiaries

Unaudited interim condensed consolidated statements

of income and of comprehensive income

For the three and six months periods ended June 30, 2025 and 2024

In thousands of Brazilian Reais, except earnings per share

 

 

        Six months period ended June 30,   Three months period ended
June 30,
    Note   2025   2024   2025   2024
                     
Net revenue from services rendered   22    3,444,432   3,572,460    1,794,504   1,948,609

Net income/(loss) from financial instruments at amortized cost and

at fair value through other comprehensive income

  22   (1,898,816)   (17,157)   (853,901)   (244,408)
Net income/(loss) from financial instruments at fair value through
profit or loss
  22   7,254,359   4,716,811   3,514,849   2,515,057
       
  22      
Total revenue and income        8,799,975   8,272,114   4,455,452   4,219,258
                     
Operating costs   23    (2,602,384)   (2,455,222)    (1,319,444)   (1,236,406)
Selling expenses   24    (136,945)   (64,975)    (80,108)   (32,921)
Administrative expenses   24    (3,020,941)   (2,907,603)    (1,572,443)   (1,455,952)
Other operating income (expenses), net       25    100,105   104,432    77,480   95,211
Expected credit losses   10    (235,950)   (139,701)    (89,539)   (42,831)
Interest expense on debt        (353,031)   (385,026)    (175,838)   (203,689)
Share of profit (loss) in joint ventures and associates   11    29,801   48,092    22,346   40,988
                     
Income before income tax       2,580,630   2,472,111   1,317,906   1,383,658
                     
Income tax credit / (expense)     18   (23,146)   (324,629)   3,513   (265,731)
                     
Net income for the period       2,557,484   2,147,482   1,321,419   1,117,927
                     
Other comprehensive income                    
Items that can be subsequently reclassified to income                    
Foreign exchange variation of investees located abroad        (89,935)   84,568    (32,141)   69,772
Gains (losses) on net investment hedge        85,544   (69,184)    32,894   (56,623)
Changes in the fair value of financial assets at fair value through other comprehensive income       376,560   (621,242)   237,100   (449,762)
Other       (47,146)   -   (47,146)   -
                     
Other comprehensive income (loss) for the period, net of tax       325,023   (605,858)   190,707   (436,613)
                     
Total comprehensive income for the period       2,882,507   1,541,624   1,512,126   681,314
                     
Net income attributable to:                    
Owners of the parent company        2,554,461   2,147,268    1,318,942   1,117,252
Non-controlling interest        3,023   214    2,477   675
                     
Total comprehensive income attributable to:                    
Owners of the parent company        2,879,484   1,541,410    1,509,649   680,639
Non-controlling interest        3,023   214    2,477   675
                     
Earnings per share from net income attributable to the ordinary equity holders of the company                    
Basic earnings per share   27    4.8056   3.9317    2.4986   2.0543
Diluted earnings per share   27    4.7497   3.8757    2.4616   2.0259

 

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

 

5 

XP Inc. and its subsidiaries

Unaudited interim condensed consolidated statements of changes in equity

For the three and six months periods ended June 30, 2025 and 2024

In thousands of Brazilian Reais, except earnings per share

 

 

      Attributable to owners of the parent      
    Issued Capital   Capital reserve   Other comprehensive income and Other   Retained Earnings       Total Non-Controlling interest   Total Equity
  Notes   Additional paid-in capital   Other Reserves       Treasury Shares    
                                   
Balances as of December 31, 2023   26   6,417,115   12,772,879   376,449   -   (117,117)   19,449,352 1,492   19,450,844
Comprehensive income for the period                                  
Net income for the period   -   -   -   -   2,147,268   -   2,147,268 214   2,147,482
Other comprehensive income, net   -   -   -   (605,858)   -   -   (605,858) -   (605,858)
Transactions with shareholders -
contributions and distributions
                               
Share based plan 26  -   19,457   192,325   -   -   -   211,782 3,240   215,022
Other changes in equity, net   -   -   -   3,843   -   -   3,843 -   3,843
Acquisition of treasury shares 19c -   -   -   -   -   (1,248,548)   (1,248,548) -   (1,248,548)
Allocations of the net income for the
period
                                 
Dividends distributed   -   -   -   -   -   -   - (598)   (598)
Balances as of June 30, 2024   26   6,436,572   12,965,204   (225,566)   2,147,268   (1,365,665)   19,957,839 4,348   19,962,187
                                   
                                   
Balances as of December 31, 2024   26   5,651,493   15,288,196   (673,978)   -   (222,180)   20,043,557 3,680   20,047,237
Comprehensive income for the period                                  
Net income for the period   -   -   -   -   2,554,461   -   2,554,461 3,023   2,557,484
Other comprehensive income, net   -   -   -   325,023   -   -   325,023 -   325,023
Transactions with shareholders -
contributions and distributions
                               
Share based plan 26  -   28,563   235,627   -   -   -   264,190 199   264,389
Other changes in equity, net   -   -   -   (9,157)   -   -   (9,157) (1)   (9,158)
Acquisition of treasury shares 19c -   -   -   -   -   (914,825)   (914,825) -   (914,825)
Cancelation of treasury shares 19c -   (999,215)   -   -   -   999,215   - -   -
Allocations of the net income for the
period
                                 
Dividends distributed 19  -   -   -   -   -   -   - (358)   (358)
Balances as of June 30, 2025   26   4,680,841   15,523,823   (358,112)   2,554,461   (137,790)   22,263,249 6,543   22,269,792

 

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

  

6 

XP Inc. and its subsidiaries

Unaudited interim condensed consolidated statements of cash flows

For the three and six months periods ended June 30, 2025 and 2024

In thousands of Brazilian Reais

 

 

   

Six months ended June 30,

  Note 2025   2024
Operating activities        
Income before income tax   2,580,630   2,472,111
         
Adjustments to reconcile income before income taxes        
Depreciation of property, equipment and right-of-use assets 12 72,271   58,789
Amortization of intangible assets and investments 11/12 78,427   75,033
Loss on write-off of right-of-use assets, property, equipment and intangible assets and lease, net 12 23,413   44,481
Share of profit or (loss) in joint ventures and associates 11 (29,801)   (48,092)
Income from share in the net income of associates measured at fair value 11 -   342
Expected credit losses on financial assets 10 235,950   139,701
Provision for contingencies, net 21 (3,502)   16,468
Net foreign exchange differences   (1,061,453)   868,376
Share based plan   264,389   215,022
Interest accrued, including monetary correction on contingent liabilities   301,842   327,774
Loss on the disposal of property and equipment   3,795   -
         
Changes in assets and liabilities        
Securities (assets and liabilities)   (30,351,632)   (11,225,090)
Derivative financial instruments (assets and liabilities)   5,153,086   (1,761,299)
Securities trading and intermediation (assets and liabilities)   (475,783)   578,874
Securities purchased (sold) under resale (repurchase) agreements   12,058,905   (5,429,650)
Accounts receivable   (293,716)   3,859
Loan operations   (4,067,491)   2,100,747
Prepaid expenses   192,160   (13,995)
Other assets and other financial assets   1,840,812   (6,470,719)
Accounts payable   (43,580)   (325,011)
Financing instruments payable   10,843,800   12,508,527
Social and statutory obligations   (234,283)   (35,051)
Tax and social security obligations   30,339   (8,132)
Retirement plans liabilities   6,651,782   4,572,179
Other liabilities and other financial liabilities   (1,243,901)   4,466,540
         
Cash from (used in) operations   2,526,459   3,131,784
         
Income tax paid   (182,807)    (365,821)
Contingencies paid 21 (23,465)    (12,729)
Interest paid 21/31 (88,262)    (83,566)
Additional contingent consideration paid   (109,628)   -
         
Net cash flows from (used in) operating activities   2,122,297   2,669,668
         
Investing activities        
Acquisition of property and equipment 12 (63,324)   (63,527)
Acquisition of intangible assets 12 (115,744)   (59,945)
Capital (contributions)/reductions in associates 11 14,406   -
Dividends received from associates 11 31,934   26,964
(Acquisition)/disposal of associates measured at fair value 11 (1,135)   -
(Acquisition)/disposal of associates 31(ii) (113,127)   (1,169,040)
Contingent consideration paid   (9,554)   -
Net cash flows from (used in) investing activities   (256,544)   (1,265,548)
         
Financing activities        
Acquisition of borrowings 31 2,385,137   -
Acquisition of treasury shares 19(c) (914,825)   (1,248,548)
Payments of borrowings and lease liabilities 31 (796,276)   (120,337)
Payment of debt securities in issue 31 (1,266,496)   (1,170,612)
Dividends paid to non-controlling interests   (358)   (598)
Net cash flows from (used in) financing activities   (592,818)   (2,540,095)
         
Net increase/(decrease) in cash and cash equivalents   1,272,935   (1,135,975)
Cash and cash equivalents at the beginning of the period   12,909,616   9,210,482
Effects of exchange rate changes on cash and cash equivalents   (10,065)   27,925
Cash and cash equivalents at the end of the period   14,172,486   8,102,432
Cash   12,087,514   5,604,375
Securities purchased under resale agreements 3 744,683   1,455,101
Bank deposit certificates 4 40,290   52,958
Other deposits at Brazilian Central Bank 15 1,299,999   989,998

 

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

 

7 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

1.Operations

 

XP Inc. (the “Company”) is a Cayman Island exempted company with limited liability, incorporated on August 29, 2019. The registered office of the Company is 20, Genesis Close, in George Town, Grand Cayman. XP Inc. is currently the entity which is registered with the U.S. Securities and Exchange Commission (“SEC”). The common shares are trading on the Nasdaq Global Select Market (“NASDAQ-GS”) under the symbol “XP”.

 

XP Inc. is a holding company controlled by XP Control LLC, which holds 70.94% of voting rights and is controlled by a group of individuals.

 

XP Inc. and its subsidiaries (collectively, “Group” or “XP Group”) is a leading, technology-driven financial services platform and a trusted provider of low-fee financial products and services in Brazil, the USA and the UK. XP Group are principally engaged in providing its customers, represented by individuals and legal entities in Brazil and abroad, various financial products, services, digital content and financial advisory services, mainly acting as broker-dealer, including securities brokerage, private pension plans, commercial and investment banking products such as loan operations, transactions in the foreign exchange markets and deposits, through our brands that reach clients directly and through network of Independent Financial Advisers (“IFAs”).

 

These unaudited interim condensed consolidated financial statements as of June 30, 2025, were approved by the Board of Director’s meeting on August 13, 2025 and the subsequent updates through August 18, 2025 were approved by the executive management.

 

1.1Share buy-back programs

 

On February 20, 2024, the Board of Directors approved a new share repurchase program, which aims to neutralize future shareholder dilution due to the vesting of Restricted Stock Units (RSUs) from the Company´s long-term incentive plan. The Company proposes to undertake a share repurchase program pursuant to which the Board can annually, in each calendar year, approve the repurchase by the Company of a number of Class A common shares equal to the number of RSUs that have vested or will vest during the current calendar year.

 

Under the approved repurchase program for 2024, XP may repurchase up to 2,500,000 Class A common shares within the period started on February 28, 2024, and ending on December 27, 2024. The repurchase limit was reached on May 23, 2024 and the program has terminated.

 

On May 23, 2024, the Board of Directors approved a new share repurchase program. Under the program, XP may repurchase up to the amount in dollars equivalent to R$1.0 billion of its outstanding Class A common shares over a period beginning on May 23, 2024, continuing until the earlier of the completion of the repurchase or December 31, 2024, depending upon market conditions. The repurchase limit of R$ 1.0 billion was reached on June 4, 2024 and the program has terminated.

 

On November 19, 2024, the Board of Directors approved a new share repurchase program, under which XP may repurchase up to the amount in dollars equivalent to R$1.0 billion of its outstanding Class A common shares over a period beginning on November 20, 2024, continuing until the earlier of the completion of the repurchase or November 20, 2025, depending on market conditions. The repurchase limit of R$ 1.0 billion was reached on May 12, 2025 and the program has terminated.

 

On May 19, 2025, the Board of Directors approved a new share buy-back program under which XP may repurchase up to the amount equivalent to R$1.0 billion of its outstanding Class A common shares over a period beginning on May 21, 2025, continuing until the earlier of the completion of the repurchase or December 31, 2026, depending on market conditions.

 

As of June 30, 2025, the Company held in treasury 192,058 Class A shares (equivalent to R$ 21 million or US$ 4 million), acquired under its share buy-back programs, which were acquired at an average price of US$ 19.57 per share, with prices ranging from US$ 19.20 to US$ 19.91.

 

1.2Corporate reorganization

 

In order to improve corporate structure, Group’s capital and cash management, XP Inc. concluded some entity reorganizations, as follows:

 

i)Inversion of financial institutions in Brazil: On November 13, 2024, the completion of the corporate reorganization was approved, where Banco XP became the group's main operational holding company.

 

ii)XP Investimentos spin-off: On May 1, 2025, the investment held in XP Controle 5 Participações and some commercial notes issued by XP Investimentos was spun off. As a result of this transaction, XP Controle 5 Participações became a wholly-owned subsidiary of Banco XP.

 

The corporate reorganization events described above had no material impacts on the Group’s financial position and results of operations.

 

8 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

2.Basis of preparation and changes to the Group’s accounting policies

 

a)Basis of preparation

 

The unaudited interim condensed consolidated balance sheet as of June 30, 2025, the unaudited interim condensed consolidated statements of income, changes in equity, cash flows and comprehensive income for the six and three months periods ended June 30, 2025 and 2024 (the “financial statements”) have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”).

 

The unaudited interim condensed consolidated financial statements have been prepared on a historical cost basis, except for financial instruments that have been measured at fair value.

 

The unaudited interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group’s annual consolidated financial statements as of December 31, 2024. The list of notes that were not presented in this unaudited interim condensed is described below:

 

Note to financial statements of 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 insurance contracts issued, without direct participation characteristics, and with coverage periods greater than 1 year or with groups of contracts that are represented by onerous groups. The portfolio of insurance contracts issued is basically composed of profitable life insurance portfolios.

·Variable Fee Approach – VFA: applied to retirement plans contracts with insurance risk. For the contracts measured using the VFA, the OCI option is applied. Since the Group holds the underlying items for these contracts, the use of the OCI option results in the elimination of accounting mismatches, with income or expenses included in profit or loss on the underlying assets held. The amount that exactly matches income or expenses recognized in profit or loss on underlying assets is included in finance income or expenses from insurance contracts issued. The remaining amount of finance income or expenses from insurance contracts issued for the period is recognized in OCI.

 

The initial recognition of insurance contracts groups is made by the total of the following components:

 

(i)Contractual Service Margin (CSM), which represents the unearned profit that will be recognized as the service is provided by the Group.

(ii)Fulfillment cash flows, represented by the present value of estimated cash inflows and outflows of resources over the coverage period of the group of insurance contracts, adjusted for non-financial risk. The adjustment for non-financial risk is a compensation required to support the uncertainties of non-financial factors that incorporate in their calculation methodology the factors related to the value and timing of future cash flows.

 

9 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

The insurance contracts assets and liabilities are segregated between:

 

·Asset or Liability for Remaining Coverage (LRC): represented by the fulfillment cash flows, adjusted for non-financial risk and the CSM. The periodic amortization of the CSM and losses (or reversals) arising from onerous contracts are recognized in Insurance Contracts Services Income and Expenses, net of Reinsurance. In Insurance Portfolios, the CSM is recognized as the insurance services are provided. The adjustment for non-financial risk is initially recognized against the contractual service margin and its changes are recognized in Insurance Contracts Services Income.

 

·Asset or Liability for Incurred Claims (LIC): represented by fulfillment cash flows which are related to services already provided, such as claims, and other expenses incurred, pending financial settlement. Changes in the fulfillment cash flows of the LIC, including those resulting from an increase in the amount of claims and expenses incurred in past periods and in the current period, are recognized in Insurance Contracts Services Expenses, net of Reinsurance.

 

To estimate the fulfillment cash flows and expected profitability of the groups of contracts (CSM), the Group uses actuarial models and assumptions, exercising judgment to define (i) grouping of contracts, (ii) coverage period, (iii) discount rate, (iv) models and confidence levels of the adjustment for non-financial risk, (v) profitability level of insurance contracts groups; and (vi) coverage units.

 

The main assumptions used are: (i) input assumptions: premiums; (ii) output assumptions: loss ratio; (iii) discount rate; (iv) biometric tables; and (v) adjustment for non-financial risk.

 

The assumptions used to measure insurance contracts are reviewed periodically and are based on best practices and analysis of the Group's experience.

 

(a) Discount rates:

 

For cash flows of insurance contracts without participation features, the approach adopted to determine the discount rates was the Bottom-up approach. This approach considers a risk-free interest rate structure, using the parameters of the IPCA (Brazilian inflation index) curve, provided by ANBIMA, adding an adjustment to reflect the illiquidity premium of insurance contracts. The illiquidity premium was determined as the difference between the risk spread of the debentures traded and the credit risk associated with these debentures, measured using an estimate of expected losses based on data disclosed by risk-rating agencies. To reflect the illiquidity characteristic of insurance contracts, the proportion of cancellation volume over the Company's premium volume in each period analyzed was used as a parameter for the numerical estimate of this behavior.

 

(b) Fulfillment cash flows:

 

The Group models and estimates the fulfillment cash flows segregating them between LRC and LIC. The portfolios of insurance contracts were defined considering risks with similar characteristics and when the contracts included in these portfolios are managed together, ensuring that the cash flow projection is consistent from a statistical point of view. The assumptions used in the construction of these cash flows also take into account the level characteristics and particularities of each portfolio.

 

Fulfillment cash flows of the LRC were projected using a deterministic model, in an unbiased way, considering the expected cash inflows and outflows, taking into consideration the characteristics of the products calculated by each model. For the LIC, the volume of expected claims to be paid is represented by the claims projected up to the payment date. The claims reserves are liabilities constituted to honor future commitments on behalf of the Group’s policyholders.

 

(c) Adjustment for non-financial risk:

 

The Risk Adjustment was determined using a Value at Risk (VaR) method, based on a quartile analysis. This approach uses a particular confidence level in the VaR methodology. The best estimate of future cash flows is calculated using different scenarios (incorporating a determined level of uncertainty in these scenarios as a result of non-financial risk). The stochastic simulations of the parameters applied in the model for calculating the present value of the best estimate of cash flows also consider a reference distribution of the best estimate of cash flows.

 

The Group applies a confidence level set at 85%, reflecting the Group's risk appetite and VaR is used to determine the best estimate of the cash flows corresponding to this percentile.

 

10 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

b)New standards, interpretations, and amendments not yet adopted

 

(i)Amendments to the Classification and Measurement of Financial Instruments – Amendments to 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 to IFRS 9 and IFRS 7 to respond to recent questions arising in practice, and to include new requirements not only for financial institutions 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-dependent electricity – Amendments to IFRS 9 and IFRS 7 (effective for annual periods beginning on or after January 1, 2026): The IASB has issued targeted amendments to IFRS 9 ‘Financial Instruments’ and IFRS 7 ‘Financial Instruments: Disclosures’, to ensure that financial statements faithfully represent the effects of an entity’s contracts referencing nature-dependent electricity. 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 on or after January 1, 2027): Issued in May 2024, IFRS 19 allows for certain eligible subsidiaries of parent entities that report under IFRS Accounting Standards to apply reduced disclosure requirements. The Group does not expect this standard to have an impact on its operations or financial statements.

 

(iv)IFRS 18 Presentation and Disclosure in Financial Statements: The standard replaces IAS 1, carrying forward many of the requirements in IAS 1 unchanged and complementing them with new requirements. In addition, some IAS 1 paragraphs have 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 new requirements to:

 

• present specified categories and defined subtotals in the statement of profit or loss

• provide disclosures on management-defined performance measures (MPMs) in the notes to the financial statements

• improve aggregation and disaggregation.

 

An entity is required to apply IFRS 18 for annual reporting periods beginning on or after January 1, 2027, with earlier application permitted. The amendments to IAS 7 and IAS 33, as well as the revised IAS 8 and IFRS 7, become effective when an entity applies IFRS 18. IFRS 18 requires retrospective application with specific transition provisions. Although IFRS 18 does not change the recognition criteria or measurement basis, it may have a significant impact on the presentation of the Group’s consolidated income statement in future periods.

 

c)Basis of consolidation

 

There were no changes since December 31, 2024, in the accounting practices adopted for consolidation of the Company’s direct and indirect interests in its subsidiaries for the purposes of these unaudited interim condensed consolidated financial statements.

 

(i)Subsidiaries

 

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

 

The acquisition method of accounting is used to account for business combinations by the Group.

 

Intercompany transactions, balances and unrealized gains on transactions between Group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

 

11 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

Non-controlling interests in the results and equity of subsidiaries are shown separately in the statement of income and of comprehensive income, statement of changes in equity and balance sheet respectively.

 

(ii)Associates

 

Associates are companies in which the investor has a significant influence but does not hold control. Investments in these companies are initially recognized at cost of acquisition and subsequently accounted for using the equity method. Investments in associates include the goodwill identified upon acquisition, net of any cumulative impairment loss.

 

Under the equity method of accounting, the investments are initially recognized at cost and adjusted thereafter to recognize the Group’s share of the post-acquisition profits or losses of the investee in the Group’s income statement, and the Group’s share of movements in other comprehensive income of the investee in the Group’s other comprehensive income. Dividends received or receivable from associates are recognized as a reduction in the carrying amount of the investment.

 

Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in these entities. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity-accounted investees have been changed where necessary to ensure consistency with the policies adopted by the Group.

 

If its interest in the associates decreases, but the Group retains significant influence or joint control, only the proportional amount of the previously recognized amounts in other comprehensive income is reclassified in income, when appropriate.

 

(iii)Interests in associates measured at fair value

 

The Group has investments in associates measured at fair value in accordance with item 18 of IAS 28 – Investments in Associates and Joint Ventures. These investments are held through XP FIP Managers and XP FIP Endor, which are venture capital organizations. In determining whether the funds meet the definition of venture capital organizations, management considers the investment portfolio features and objectives. The portfolio classified in this category has the objective to generate growth in the value of its investments in the medium term and have an exit strategy. Additionally, the performance of these portfolios is evaluated and managed considering a fair value basis of each investment.

 

d)Business combinations, acquisition of associates and other developments

 

(i)Minority stake acquisitions

 

During the year ended December 31, 2023, XP Inc. entered in agreements through its subsidiary XP Controle 5 Participações Ltda. to acquire minority stakes in Monte Bravo Holding JV S.A. (“Monte Bravo”), Blue3 S.A. (“Blue3”) and Ável Participações Ltda. (“Ável”). These companies were part of XP Inc’s IFAs network. The total fair value consideration recorded for those acquisitions is R$ 784,743, including the goodwill in a total amount of R$ 487,671. The goodwill recognized is mainly attributable to expected synergies arising from the investments. As of June 30, 2025, from the total fair value consideration: (i) R$ 45,000 was paid during 2023, (ii) R$ 669,521 was paid during 2024 (including monetary correction on this amount), (iii) R$ 35,518 was paid during 2025 (including monetary correction on this amount) and (iv) there is a remaining amount of R$ 40,211 recorded through accounts payable (including monetary correction on this amount), which is payable in January 2026.

 

During the year ended December 31, 2024, XP Inc. entered in agreements through its subsidiary XP Controle 5 Participações Ltda. to acquire minority stakes in other three IFAs. The total fair value consideration recorded for those acquisitions is R$ 414,503, including the preliminary goodwill in a total amount of R$ 326,735. As of June 30, 2025, from the total fair value consideration: (i) R$ 225,766 was paid in cash during 2024, (ii) R$ 106,412 was settled through the private issuance of XP Inc Class A shares (see note 19a), (iii) there is an amount equal to R$ 20,000 recorded through contingent consideration (note 15b), (iv) R$ 27,209 was paid in cash during 2025 (including monetary correction on this amount) and (v) there is a remaining amount of R$ 35,947 recorded through accounts payable (including monetary correction on this amount), which will be paid during the last quarter of 2025.

 

During the six months period ended June 30, 2025, XP Inc. entered in an agreement through its subsidiary XP Controle 5 Participações Ltda. to acquire a minority stake in other IFA of its IFAs network. The total fair value consideration recorded for the acquisition is R$ 50,400, including the preliminary goodwill in a total amount of R$ 31,010. The goodwill recognized is mainly attributable to expected synergies arising from the investment. During the six months period ended June 30, 2025, the total fair value consideration of R$ 50,400 was paid in cash.

 

(ii)Presentation improvements for foreign exchange portfolios

 

The Group has changed the presentation of foreign exchange transactions, which are accounted for under “Other financial assets and liabilities”, applying the offsetting of asset and liability positions that meet the requirements of item 42 of IAS 32.

 

12 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

e)Segment reporting

 

In reviewing the operational performance of the Group and allocating resources, the chief operating decision maker of the Group (“CODM”), who is the Group’s Chief Executive Officer (“CEO”) and the Board of Directors (“BoD”), represented by statutory directors holders of ordinary shares of the immediate parent of the Company, reviews selected items of the statement of income and of comprehensive income.

 

The CODM considers the whole Group as a single operating and reportable segment, monitoring operations, making decisions on fund allocation and evaluating performance based on a single operating segment. The CODM reviews relevant financial data on a combined basis for all subsidiaries and joint ventures.

 

The Group’s revenue, results and assets for this one reportable segment can be determined by reference to the unaudited interim condensed consolidated statements of income and of comprehensive income and unaudited interim condensed consolidated balance sheet.

 

See Note 22(c) for a breakdown of total revenue and income and selected assets by geographic location.

 

f)Estimates

 

The preparation of unaudited interim condensed consolidated financial statements of the Group requires management to make judgments and estimates and to adopt assumptions that affect the amounts presented referring to revenues, expenses, assets and liabilities at the reporting date. Actual results may differ from these estimates.

 

In preparing these unaudited interim condensed consolidated financial statements, the significant judgements and estimates made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that are set in the consolidated financial statements for the year ended December 31, 2024.

 

13 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

3.Securities purchased (sold) under resale (repurchase) agreements

 

a)Securities purchased under resale agreements

 

 

June 30, 2025

December 31, 2024
Collateral held  1,501,823 3,163,705
National Treasury Notes (NTNs) (i)  76,915 777,325
National Treasury Bills (LTNs) (i)  996,654 2,069,688
Financial Treasury Bills (LFTs) (i)  - 173,489
Debentures (ii)  302,806 27,560
Real Estate Receivable Certificates (CRIs) (ii)  116,497 11,073
Other (ii)  8,951 104,570
   
Collateral repledge 8,621,228 18,895,796
National Treasury Bills (LTNs) (i)  127,242 3,230,098
Financial Treasury Bills (LFTs) (i)  -  529,180
National Treasury Notes (NTNs) (i) 538,917 7,538,695
Debentures (ii)  4,106,488 4,304,132
Real Estate Receivable Certificates (CRIs) (ii)  2,407,079 1,982,544
Agribusiness Receivables Certificates (CRAs) (ii)  - 120,652
Interbank Deposits Certificate (CDIs) (ii)  792,820 815,302
Other (ii)  648,682 375,193
     
Expected Credit Loss (iii) (2,371) (2,364)
   
Total 10,120,680 22,057,137

 

(i) Investments in purchase and sale commitments collateral-backed by sovereign debt securities refer to transactions involving the purchase of sovereign debt securities with a commitment to sale originated mainly in the subsidiaries XP CCTVM, Banco XP and in proprietary funds.

(ii) Refers to fixed-rate fixed-income assets, which are low-risk investments collateral-backed. 

(iii) The reconciliation of gross carrying amount and the expected credit loss segregated by stages are presented in the Note 10.

 

As of June 30, 2025, securities purchased under resale agreements were carried out at average interest rates of 15.01% p.a. (12.3% p.a. as of December 31, 2024).

 

As of June 30, 2025, the amount of R$ 744,683 (December 31, 2024 - R$ 2,885,843), from the total amount of collateral held portfolio and interbank deposits certificates, is being presented as cash equivalents in the statements of cash flows.

 

b)Securities sold under repurchase agreements

 

 

June 30, 2025

 

December 31,2024

National Treasury Bills (LTNs)  7,581,873   13,742,957
National Treasury Notes (NTNs) 34,512,328   29,235,747
Financial Treasury Bills (LFTs)  -   2,892,362
Debentures  10,910,494   14,889,816
Real Estate Receivable Certificates (CRIs)  10,228,346   9,260,382
Financial Credit Bills (LFs)  6,626,862   1,741,369
Agribusiness Receivables Certificates (CRAs)  1,297,590   17,088
Total 71,157,493   71,779,721

 

As of June 30, 2025, securities sold under repurchase agreements were agreed with average interest rates of 14.67% p.a. (December 31, 2024 – 11.85% p.a.), with assets pledged as collateral.

 

14 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

4.Securities

 

a)Securities classified at fair value through profit and loss are presented in the following table:

 

             

June 30,

2025

              December 31, 2024
  Gross
carrying
amount
 

Fair

value

  Group
portfolio
 

Retirement
plan

assets (i)

  Gross carrying amount  

Fair

value

  Group portfolio  

Retirement plan

assets (i)

Financial assets                              
At fair value through profit or loss                      
Brazilian onshore sovereign bonds  58,001,005    59,458,733    56,027,709    3,431,024    48,446,247    46,736,163    43,953,460    2,782,703
Investment funds  72,416,472    72,416,472    5,889,331    66,527,141    65,094,106    65,094,106    3,683,854    61,410,252
Stocks issued by public-held company  6,452,072    6,452,072    6,132,624    319,448    6,143,508    6,143,508    5,830,985    312,523
Debentures  11,336,648    11,446,728    10,685,182    761,546   12,806,63    12,491,790    11,898,230    593,560
Structured notes  21,723    26,571    26,571    -    15,940    20,546    20,546    -
Bank deposit certificates (ii)  751,343    769,739    590,747    178,992    648,781    661,664    481,083    180,581
Agribusiness receivable certificates  978,090    966,800    959,979    6,821    1,046,979    999,636    990,119    9,517
Real estate receivable certificates  1,788,030    1,715,829    1,703,820    12,009    1,593,132    1,487,443    1,484,637    2,806
Financial credit bills  1,151,671    1,238,187    95,335    1,142,852    534,961    583,840    32,865    550,975
Real estate credit bill  663,957    659,655    659,655    -    366,447    366,441    366,441    -
Agribusiness credit bills  2,849,169    2,849,561    2,849,561    -    394,385    394,438    394,438    -
Commercial notes  484,519    484,950    478,713    6,237    569,465    520,349    514,409    5,940
Foreign private bonds  10,430,224    10,289,177    10,289,177    -    8,414,822    8,219,727    8,219,727    -
Development credit bill  646,105    646,517    646,517    -    4,182,406    4,195,225    4,195,225    -
Others (iii)  2,427,733    2,412,072    2,342,606    69,466    2,107,849    2,070,538    1,938,125    132,413
Total 170,398,761 171,833,06 99,377,527   72,455,536   152,365,660   149,985,414    84,004,144    65,981,270

 

(i)Those financial products represent investment contracts that have the legal form of retirement plans, which do not transfer substantial insurance risk to the Group. Therefore, contributions received from participants are accounted for as liabilities and an asset of the participant in the linked Specially Constituted Investment Fund (“FIE”). Besides assets which are presented segregated above, as retirement plan assets, the Group has proprietary assets to guarantee the solvency of our insurance and pension plan operations, under the terms of CNSP Resolution No. 432/2021, presented as Group portfolio, within investment funds line. As of June 30, 2025, those assets represent R$ 112,374 (December 31, 2024 - R$ 84,334).

(ii)Bank deposit certificates include R$ 40,290 (December 31, 2024 – R$ 69,224) presented as cash equivalents in the statements of cash flows.

(iii)Mainly related to bonds issued and traded overseas and other securities.

 

15 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

b)Securities at fair value through other comprehensive income are presented in the following table:

 

 

June 30, 2025

 

December 31, 2024

  Gross carrying amount  

Fair

value

  Gross carrying amount  

Fair

value

Financial assets              
At fair value through other comprehensive income              
Brazilian onshore sovereign bonds  47,950,357    46,840,550    49,357,469   46,981,007
Foreign sovereign bonds  4,438,581    4,444,689    3,893,441    3,898,974
Total 52,388,938   51,285,239    53,250,910   50,879,981

 

c)Securities evaluated at amortized cost are presented in the following table:

 

 

June 30, 2025

 

December 31, 2024

  Gross carrying amount  

Book

Value (i)

  Gross carrying amount  

Book

Value (i)

Financial assets              
At amortized cost              
Brazilian onshore sovereign bonds  2,067,470    2,067,470   -   -
Rural product note  533,477    506,072    212,102    211,555
Commercial notes  4,679,784    4,676,873    2,638,006    2,624,591
Total 7,280,731   7,250,415    2,850,108    2,836,146

 

(i) Includes expected credit losses in the amount of R$ 30,317 (December 31, 2024 – R$ 13,962). The reconciliation of gross carrying amount and the expected credit loss segregated by stages are presented in the Note 10.

 

d)Securities on the financial liabilities classified at fair value through profit or loss are presented in the following table:

 

 

June 30, 2025

 

December 31, 2024

  Gross carrying amount  

Fair

value

  Gross carrying amount  

Fair

value

Financial liabilities              
At fair value through profit or loss              
Securities (i) 13,506,850   13,506,850    14,830,405    14,830,405

 

(i) Related to stock loan operations carried out through the Group's proprietary funds.

 

e)Debentures designated at fair value through profit or loss are presented in the following table:

 

On May 6, 2021, XP Investimentos, issued non-convertible debentures, in the aggregate amount of R$ 500,018, and designated this instrument as fair value through profit or loss in order to align it with the Group’s risk management and investment strategy. The principal amount is due on April 10, 2036. The accrued interest is payable every month from the issuance date and is calculated based on the IPCA (Brazilian inflation index) plus 5% p.a.

 

 

June 30, 2025

 

December 31, 2024

  Gross carrying amount  

Fair

value

  Gross carrying amount  

Fair

Value

Financial liabilities              
Designated at fair value through profit or loss              
Debentures 642,767   464,003   623,620   422,971

 

16 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

Unrealized gains/(losses) due to own credit risk for liabilities for which the fair value option has been elected are recorded in other comprehensive income. Gain/(losses) due to own credit risk were not material for the six months period ended June 30, 2025 and 2024.

 

Determination of own credit risk for items for which the fair value option was elected

 

The debenture’s own credit risk is calculated as the difference between its yield and its benchmark rate for similar Brazilian federal securities.

 

e.1) Difference between aggregate fair value and aggregate remaining contractual principal balance outstanding

 

The following table reflects the difference between the aggregate fair value and the aggregate remaining contractual principal balance outstanding as of June 30, 2025, for instruments for which the fair value option has been elected.

 

            June 30, 2025
    Contractual principal outstanding   Fair value   Fair value/(under) contractual principal outstanding
Long-term debt            
Debentures   642,767   464,003   (178,764)

 

f)Securities classified by maturity:

 

      Assets       Liabilities
 

June 30, 2025

 

December 31, 2024

 

June 30, 2025

 

December 31, 2024

               
Financial assets              
At fair value through PL and OCI              
Current 112,080,404    100,930,547   13,506,850    14,830,405
Non-stated maturity  78,868,544    68,336,068   13,506,850    14,830,405
Up to 3 months  18,421,607    7,800,480   -   -
From 4 to 12 months  14,790,253    24,793,999   -   -
               
Non-current 111,037,898    99,934,848   464,003   422,971
After one year 111,037,898    99,934,848   464,003   422,971
               
Evaluated at amortized cost              
Current 1,663,524   87,633   -    -
Up to 3 months  86,369   9,457   -    -
From 4 to 12 months  1,577,155   78,176   -   -
               
Non-current 5,586,891   2,748,513   -   -
After one year 5,586,891   2,748,513   -   -
               
Total 230,368,717   203,701,541   13,970,853   15,253,376

 

The reconciliation of expected loss to financial assets at amortized cost segregated by stages is demonstrated in Note 10.

 

17 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

5.Derivative financial instruments

 

The Group trades derivative financial instruments with various counterparties to manage its overall exposures (interest rate, foreign currency and fair value of financial instruments) and to assist its customers in managing their own exposures.

 

Below is the composition of the derivative financial instruments portfolio (assets and liabilities) by type of instrument, stated fair value and by maturity:

 

 

June 30, 2025

 

Notional

Fair Value

%

Up to 3 months

From 4 to 12 months

Above 12 months

Assets            
Options  2,626,433,493  12,198,823 23  2,851,893  4,664,972  4,681,958
Swap contracts  850,774,813  24,200,029 46  3,028,216  3,599,555  17,572,258
Forward contracts  100,532,106  10,544,604 20  9,798,561  331,821  414,222
Future contracts

271,123,414

6,188,924

11

921,067

2,416,708

2,851,149

Total

3,848,863,826

53,132,380

100

16,599,737

11,013,056

25,519,587

             
Liabilities            
Options  2,257,666,809  16,664,678 32  1,858,941  3,330,663  11,475,074
Swap contracts  779,294,329  19,984,865 38  2,843,696  3,565,959  13,575,210
Forward contracts  128,630,695  11,038,273 21  10,017,798  707,066  313,409
Future contracts

159,539,725

4,359,997

9

687,969

2,197,289

1,474,739

Total

3,325,131,558

52,047,813

100

15,408,404

9,800,977

26,838,432

 

 

December 31, 2024

 

Notional

Fair Value

%

Up to 3 months

From 4 to 12 months

Above 12 months

Assets            
Options 2,538,687,746 18,760,746 41          5,326,134   12,239,761 1,194,851
Swap contracts 758,053,043 21,743,021 47          2,296,009         606,502 18,840,510
Forward contracts 24,701,643 2,692,354 6          2,058,810         605,517 28,027
Future contracts

22,759,253

3,003,675

6

           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

 

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 subject to interest rate variations;

·Currency: Risk of volatility in transactions subject to foreign exchange variations;

·Stock Grant Charges: Risk of volatility in XP Inc stock prices, listed on NASDAQ.

 

The structure of risk limits is extended to the risk factor level, where specific limits aim at improving the monitoring and understanding processes, as well as avoiding concentration of these risks.

 

The structures designed for interest rate and exchange rate categories take into account total risk when there are compatible hedging instruments. In certain cases, management may decide to hedge a risk for the risk factor term and limit of the hedging instrument.

 

18 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

a)Hedge of net investment in foreign operations

 

The objective of the Group was to hedge the risk generated by the US$ variation from investments in our subsidiaries in the United States, XP Holding International LLC. and XP Advisors Inc. The Group has entered into future contracts to protect against changes in future cash flows and exchange rate variation of net investments in foreign operations.


The Group undertakes risk management through the economic relationship between hedge instruments and hedged items, in which it is expected that these instruments will move in opposite directions, in the same proportions, with the aim of neutralizing the risk factors.

 

    Hedged item   Hedge instrument
    Book Value   Variation in value recognized in Other comprehensive income   Notional value   Variation in the
amounts used to
calculate hedge
ineffectiveness
         
Strategies   Assets   Liabilities      
June 30, 2025                    
Foreign exchange risk                    
Hedge of net investment in foreign operations   633,593   -   (85,247)   629,267   85,544
Total   633,593   -   (85,247)   629,267   85,544
                     
December 31, 2024                    
Foreign exchange risk                    
Hedge of net investment in foreign operations   675,168   -   136,598   708,102   (138,777)
Total   675,168   -   136,598   708,102   (138,777)

 

b)Fair value hedge

 

The Group’s fair value strategy consists of hedging the exposure to variation in fair value on the receipt, payment of interests and exchange variation on assets and liabilities.

 


The group applies fair value hedges as follows:

 

·Hedging the exposure of fixed-income securities carried out through structured notes. The market risk hedge strategy involves avoiding temporary fluctuations in earnings arising from 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 use of derivatives (DI1 Futuro). The hedge is contracted in order to neutralize the total exposure to the market risk of the fixed-income funding portfolio, excluding the portion of the fixed-income compensation represented by the credit spread of Banco XP S.A., seeking to obtain the closest match deadlines and volumes as possible.

 

·Hedging to protect the change in the fair value of the exchange and interest rate risk of the component of future cash flows arising from the XP Inc bond issued (financial liability) by contracting derivatives.

 

·Hedging the exposure of fixed-income securities carried out through sovereign bonds issued by Brazilian government in BRL through the use of derivatives. The strategy involves avoiding temporary fluctuations in statements of income arising from changes in the interest rate market. The hedge is contracted in order to neutralize the exposure arising from the risk-free portion of the fixed-income securities, excluding the portion of the securities’ remuneration represented by the credit spread.

 

·Hedging the exposure to fixed interest rates in BRL arising from the payroll loans portfolio through the use of derivatives. The strategy involves avoiding temporary fluctuations in statements of income arising from changes in the interest rate market.

 

·Hedging the exposure to floating interest rates in BRL arising from loan operations indexed to IPCA (Brazilian inflation index) through the use of derivatives. The strategy involves avoiding temporary fluctuations in statements of income arising from changes in the interest rate market.

 

19 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

The effects of hedge accounting on the financial position and performance of the Group are presented below:

 

    Hedged item   Hedge instrument
    Book Value   Variation in value recognized in income   Notional value   Variation in the
amounts used to
calculate hedge
ineffectiveness
         
Strategies   Assets   Liabilities      
June 30, 2025                    
Interest rate and foreign exchange risk                    
Structured notes   -   20,408,563   (967,047)   21,266,444   1,118,986
Issued bonds   -   2,310,770   233,250   2,345,912   (235,996)
Brazilian sovereign bonds   20,450,164   -   43,141   20,235,869   (37,261)
Payroll loans   1,933,201   -   17,411   1,951,378   (15,052)
Loan operations   2,947,397   -   (25,002)   2,941,895   29,371
Total   25,330,762   22,719,333   (698,247)   48,741,498   860,048

 

    Hedged item   Hedge instrument
    Book Value   Variation in value recognized in income   Notional value   Variation in the
amounts used to
calculate hedge
ineffectiveness
         
Strategies   Assets   Liabilities      
December 31, 2024                    
Interest rate and foreign exchange risk                    
Structured notes    -   17,671,952   2,727,761   18,273,237    (2,817,265)
Issued bonds    -    2,612,153    (779,318)    2,544,997    861,368
Brazilian sovereign bonds    24,728,299    -    (384,453)    24,624,210    372,940
Payroll loans    842,210    -    (31,328)    850,579    29,466
Loan operations    2,381,358    -    (17,669)    2,377,504    16,600
Total    27,951,867    20,284,105    1,514,993    48,670,527    (1,536,891)

 

c)Cash flow hedge

 

In March 2022, XP Inc recorded a hedge structure, in order to neutralize the impacts of XP share price variation on highly probable labor tax payments related to share-based compensation plans using SWAP-TRS contracts. The transaction has been elected for hedge accounting and classified as cash flow hedge in accordance with IFRS 9. Labor tax payments are due upon delivery of shares to employees under share-based compensation plans and are directly related to share price at that time.

 

The effects of hedge accounting on the financial position and performance of the Group are presented below:

 

    Hedged item   Hedge instrument
    Book Value   Variation in value recognized in Other comprehensive income   Notional value   Variation in the
amounts used to
calculate hedge
ineffectiveness
         
Strategies   Assets   Liabilities      
June 30, 2025                    
Market price risk                    
Long term incentive plan taxes   -   350,486   (73,428)   379,698   60,860
Total   -   350,486   (73,428)   379,698   60,860
                     
December 31, 2024
Market price risk                    
Long term incentive plan taxes    -   234,310   205,701   206,068    (198,386)
Total    -   234,310   205,701   206,068    (198,386)

 

The table below presents, for each strategy, the nominal value and the adjustments to the fair value of the hedging instruments and the book value of the hedged object:

 

20 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

          June 30, 2025
    Notional amount Book value Variation in fair value used to calculate hedge ineffectiveness Hedge ineffectiveness recognized in income (i)
Hedge Instruments   Assets   Liabilities    
Interest rate risk              
Futures    48,678,035 25,330,762   22,655,852 868,963 161,386
Foreign exchange risk              
Futures    692,730  633,593    63,481  76,629  712
Market price risk              
Swaps    379,698  -   350,486  60,860  (12,568)

 

              December 31, 2024
 

Notional amount

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.

 

The table below presents, for each strategy, the notional amount and the fair value adjustments of hedge instruments and the book value of the hedged item:

 

    June 30, 2025   December 31, 2024
Strategies   Hedge instruments Hedged item   Hedge instruments Hedged item
  Notional amount Fair value adjustments Book value   Notional amount Fair value adjustments Book value
Hedge of fair value    48,741,498 860,048 (698,247)    48,670,527  (1,536,891)  1,514,993
Hedge of net investment in foreign operations    629,267  85,544  (85,247)    708,102 (138,777)  136,598
Hedge of cash flow    379,698  60,860  (73,428)    206,068  (198,386)  205,701
Total    49,750,463 1,006,452 (856,922)   49,584,697  (1,874,054)  1,857,292

 

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

 

               

June 30, 2025

  0-1 year 1-2 years 2-3 years 3-4 years 4-5 years 5-10 years Over 10 years Total
Hedge of fair value  16,962,253  13,243,348  7,975,095  3,729,006  2,260,397  2,488,869  2,082,530  48,741,498
Hedge of net investment in foreign operations  629,267  -  -  -  -  -  -  629,267
Hedge of cash flow  379,698  -  -  -  -  -  -  379,698
Total  17,971,218  13,243,348  7,975,095  3,729,006  2,260,397  2,488,869  2,082,530  49,750,463

 

             

December 31, 2024

  0-1 year 1-2 years 2-3 years 3-4 years 4-5 years 5-10 years Over 10 years Total
Hedge of fair value  12,547,147  15,169,533  11,423,467  3,203,777  2,556,701  941,397  2,828,505  48,670,527
Hedge of net investment in foreign operations  708,102  -  -  -  -  -  -  708,102
Hedge of cash flow  206,068  -  -  -  -  -  -  206,068
Total  13,461,317  15,169,533  11,423,467  3,203,777  2,556,701  941,397  2,828,505  49,584,697

  

21 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

7.Loan operations

 

Following is the breakdown of the carrying amount of loan operations by class, sector of debtor, maturity and concentration:

 

Loans by type

June 30, 2025

  December 31, 2024
Pledged asset loan  24,398,794    23,217,323
Retail  14,138,824    12,674,565
Companies  4,227,698    4,516,553
Credit card  6,032,272    6,026,205
Non-pledged loan  9,202,240    6,431,221
Retail  245,388    549,148
Companies  6,782,069    3,506,397
Credit card  2,174,783    2,375,676
Total loans operations  33,601,034    29,648,544
Expected Credit Loss (Note 10)  (486,419)    (420,081)
Total loans operations, net of Expected Loss  33,114,615    29,228,463

 

By maturity

June 30, 2025

  December 31, 2024
Overdue by 1 day or more 419,338   304,052
Due in 3 months or less 5,637,898   6,014,440
Due after 3 months through 12 months 4,351,210   3,808,000
Due after 12 months 23,192,588   19,522,052
Total loans operations 33,601,034   29,648,544

 

By concentration

June 30, 2025

  December 31, 2024
Largest debtor  4,988,867    2,407,808
10 largest debtors  7,313,284    4,799,033
20 largest debtors  8,391,723    5,831,608
50 largest debtors  9,948,952    7,475,742
100 largest debtors  10,938,668    8,601,442

 

XP Inc offers loan products through Banco XP to its customers. The loan products offered are mostly (73% in June 30, 2025 and 78% in December 31, 2024) collateralized by customers’ investments on XP platform.

 

The reconciliation of gross carrying amount and the expected credit losses in loan operations, segregated by stages, according with IFRS 9, is demonstrated in Note 10.

 

8.Prepaid expenses

 

 

June 30, 2025

  December 31, 2024
Commissions and premiums paid in advance (a) (b)  3,765,639   3,948,012
Marketing expenses  23,734   16,791
Services paid in advance (c)  161,822   213,193
Other expenses paid in advance  219,878   185,237
Total  4,171,073   4,363,233
       
Current 939,798   935,046
Non-current 3,231,275   3,428,187

 

(a)Mostly comprised by long term investment programs implemented by XP CCTVM through its network of IFAs. These commissions and premiums paid are recognized at the signing date of each contract and are amortized in the Group’s income statement, linearly, according to the investment term period.

(b)Include balances with related parties, in connection with the transactions disclosed on Note 2(d)(i).

(c)Mostly related to software’s subscription licenses (software as a service "SaaS").

 

22 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

9.Securities trading and intermediation (receivable and payable)

 

Represented by operations at clearing organizations on behalf of and on account of third parties, with liquidation operating cycle between D+1 and D+5.

 

 

June 30, 2025

  December 31, 2024  
Receivables from clearings organizations  734,396   1,521,064  
Debtors pending settlement 4,898,684   4,985,532  
Other  4,993   129,373  
(-) Expected losses (a)  (144,464)   (136,872)  
Total Assets 5,493,609   6,499,097  
       
Payables to clearings organizations  764,374   1,499,960  
Creditors pending settlement 3,409,379   3,222,114  
Customer's cash on investment account  12,827,546   13,752,904  
Total Liabilities 17,001,299   18,474,978  

 

(a) The reconciliation of gross carrying amount and the expected loss segregated by stages according to IFRS 9 were demonstrated in Note 10.

 



 

10.Expected Credit Losses on Financial Assets and Reconciliation of carrying amount

 

It is presented below the reconciliation of gross carrying amount of financial assets through other comprehensive income and financial assets measured at amortized cost – that have their ECLs (Expected Credit Losses) measured using the three-stage model, the low credit risk simplification and the simplified approach and the ECLs as of June 30, 2025:

 

      June 30, 2025
   Gross carrying amount Expected Credit Losses Carrying amount, net
       
Financial assets at fair value through other comprehensive income      
Low credit risk simplification      
Securities (i) (vi) 52,388,938 (10,086) 52,388,938
Financial assets amortized cost      
Low credit risk simplification      
Securities (i) 7,280,731 (30,316) 7,250,415
Securities purchased under agreements to resell (i) 10,123,051 (2,371) 10,120,680
Three stage model      
Loans and credit card operations (ii) (iii) (iv) (vii) 33,601,034 (463,956) 33,137,078
Simplified approach      
Securities trading and intermediation 5,638,073 (144,464) 5,493,609
Accounts receivable 1,148,544 (93,333) 1,055,211
Other financial assets 9,144,785 (42,938) 9,101,847
       
Total losses for on-balance exposures 119,325,157 (787,464) 118,547,779
       
Off-balance exposures (v) 8,479,035 (22,463) 8,456,572
       
Total exposures 127,804,191 (809,927) 127,004,350

 

(i)Financial assets considered in Stage 1.

(ii)As of June 30, 2025 are presented in Stage 1: Gross amount of R$ 30,469,317 and ECL of R$ 106,805; Stage 2: Gross amount of R$ 2,647,023 and ECL of R$ 80,652; Stage 3: Gross amount of R$ 484,694 and ECL of R$ 276,499, respectively.

(iii)Gross amount: As of June 30, 2025 there were transfers between Stage 1 to Stage 2 of R$ 921,479; Stage 1 to Stage 3 of R$ 203,611; Stage 2 to Stage 1 of R$ 817,329; Stage 2 to Stage 3 of R$ 93,206; Stage 3 to Stage 1 of R$ 3,472 and Stage 3 to Stage 2 of R$ 4,820.

 

23 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

(iv)Expected credit loss: As of June 30, 2025 there were transfers between Stage 1 to Stage 2 of R$ 28,806; Stage 1 to Stage 3 of R$ 92,306; Stage 2 to Stage 1 of R$ 3,871; Stage 2 to Stage 3 of R$ 69,365; Stage 3 to Stage 1 of R$ 92,306 and Stage 3 to Stage 2 of R$ 1,021.

(v)Include credit cards limits and letters of guarantee.

(vi)The loss allowance for ECL of R$ 10,086 on securities at fair value through other comprehensive income does not reduce the carrying amount, but an amount equal to the allowance is recognized in OCI as an accumulated impairment amount, with corresponding impairment gains or losses recognized in the statement of income.

(vii)In the six months period ended June 30, 2025, there was R$ 115,001 of credit write-off.

 

        December 31, 2024
     Gross carrying amount Expected Credit Losses Carrying amount, net
         
Financial assets at fair value through other comprehensive income        
Low credit risk simplification        
Securities (i) (v)   53,250,910 (15,622) 53,250,910
Financial assets amortized cost        
Low credit risk simplification        
Securities (i)   2,850,108 (13,962) 2,836,146
Securities purchased under agreements to resell (i)   22,059,501 (2,364) 22,057,137
Three stage model        
Loans and credit card operations (ii) (iii) (iv)   29,648,544 (396,994) 29,251,550
Simplified approach        
Securities trading and intermediation   6,635,969 (136,872) 6,499,097
Accounts receivable   854,828 (75,885) 778,943
Other financial assets   13,257,189 (24,192) 13,232,997
         
Total losses for on-balance exposures   128,557,049 (665,891) 127,906,780
         
Off-balance exposures (credit card limits)   7,873,551 (23,087) 7,850,464
         
Total exposures   136,430,600 (688,978) 135,757,244

 

(i)Financial assets considered in Stage 1.

(ii)As of December 31, 2024 are presented in Stage 1: Gross amount of R$ 26,337,288 and ECL of R$ 79,029, 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, 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 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, 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 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 does not reduce the carrying amount, but an amount equal to the allowance is recognized in OCI as an accumulated impairment amount, with corresponding impairment gains or losses recognized in the statement of income.

 

24 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

11.Investments in associates and joint ventures

 

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

 

Entity

December 31, 2024

Acquisitions

Capital contributions/ (reductions)

Disposal

Equity in earnings

Dividends received

Other changes in equity (iv)

Goodwill (i)

June 30, 2025

Equity-accounted method                  
Associates (ii.a) 1,972,501 19,390 (14,406) - 29,801 (31,934) (35,577) 31,010 1,970,785
Measured at fair value                  
Associates (iii) 1,546,278 2,245 - (1,111) - - - - 1,547,412
 Total 3,518,779 21,635 (14,406) (1,111) 29,801 (31,934) (35,577) 31,010 3,518,197

 

Entity

December 31, 2023

Acquisitions

Disposal

Equity in earnings

Dividends received

Other changes in equity

June 30, 2024

Equity-accounted method              
Associates (ii.a) 1,657,956 - - 48,092 (26,964) (3,583) 1,675,501
Measured at fair value              
Associates (iii) 1,450,704 4,462 (879) (342) - - 1,453,945
 Total 3,108,660 4,462 (879) 47,750 (26,964) (3,583) 3,129,446

 

(i) Refers to acquisitions of associates and joint ventures. The goodwill recognized includes the amount of expected synergies arising from the investments and includes an element of contingent consideration.

(ii) As of June 30, 2025 and December 31, 2024, includes the interests in the total and voting capital of the following companies:

 

(a) Associates - Wealth High Governance Holding de Participações S.A. (49.9% of the total and voting capital on June 30, 2025 and December 31, 2024); NK112 Empreendimentos e Participações S.A. (49.9% of the total and voting capital on June 30, 2025 and December 31, 2024); Ável Participações Ltda. (“Ável”) (35% of the total and voting capital on June 30, 2025 and December 31, 2024); Monte Bravo Holding JV S.A. (45% of the total and voting capital on June 30, 2025 and December 31, 2024);  Blue3 S.A. (42% of the total and voting capital on June 30, 2025 and December 31, 2024); FMX Capital S.A (36% of the total and voting capital on June 30, 2025 and December 31, 2024); SVN S.A (25% of the total and voting capital on June 30, 2025 and December 31, 2024); Manchester Assessores de Investimentos Ltda. (16% of the total and voting capital on June 30, 2025 and December 31, 2024) and Nomos Partnership Ltda. (35% of the total and voting capital on June 30, 2025).

 

(iii) As mentioned in Note 2 (c)(iii), the Group values the investments held through some proprietary investment funds at fair value. The fair value of investments is presented in the statement of income as Net income/(loss) from financial instruments at fair value through profit or loss. Contingent consideration amounts related to the investments at fair value held through proprietary investment funds are presented in Note 15.

 

(iv) In the six months period ended June 30, 2025, includes an amount of R$ 12,270 related to amortization of identifiable assets, in connection with the minority stake acquisitions disclosed in Note 2(d)(i).

 

25 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

12.Property, equipment, goodwill, intangible assets and lease

 

a)Changes in the period

 

 

Property and equipment

 

Intangible assets

       
As of January 1, 2024 373,362   2,502,045
Additions 63,527   59,945
Business combination (i) -   103,544
Write-offs (80)   (20,534)
Foreign exchange 342   116
Depreciation / amortization in the period (21,194)   (75,033)
As of June 30, 2024 415,957   2,570,083
Cost  623,628   2,843,543
Accumulated depreciation / amortization  (207,671)   (273,460)
     

As of January 1, 2025
449,956    2,634,449
Additions 63,324    115,744
Write-offs (4,003)   (19,410)
Disposals (135,748)   -
Foreign exchange (703)   (28)
Depreciation / amortization in the period

(28,398)

 

(66,157)

As of June 30, 2025

344,428

 

2,664,598

Cost 542,211    3,057,227
Accumulated depreciation / amortization (197,783)    (392,629)

 

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

 

b)Impairment test for goodwill

 

Given the interdependency of cash flows and the merger of business practices, all Group’s entities are considered a single cash generating unit (“CGU”) and, therefore, a goodwill impairment test is performed at the single operating level. Therefore, the carrying amount considered for the impairment test represents the Company’s equity.

 

The Group performs its annual impairment test in December and when circumstances indicates that the carrying value may be impaired. The Group’s impairment tests are based on value-in-use calculations. The key assumptions used to determine the recoverable amount for the cash generating unit were disclosed in the annual consolidated financial statements for the year ended December 31, 2024. As of June 30, 2025, there were no indicators of a potential impairment of goodwill.

 

c)Leases

 

Set out below are the carrying amounts of the Group’s right-of-use assets and lease liabilities and the movements during the period.

 

 

Right-of-use assets

 

Lease liabilities

As of January 1, 2024 281,804   304,762
Additions (i) 159,983   159,949
Depreciation expense  (37,595)   -
Write-off  (23,867)   (16,116)
Interest expense -   9,744
Revaluation 652   -
Effects of exchange rate 9,305    11,069
Payment of lease liabilities -    (68,421)
As of June 30, 2024 390,282   400,987
Current -    253,793
Non-current 390,282    147,194

 

26 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

 

Right-of-use assets

 

Lease liabilities

As of January 1, 2025 313,141   311,347
Additions (i) 115,361   115,298
Depreciation expense (43,873)   -
Write-off -   -
Interest expense -   7,865
Revaluation 652   -
Cancelation (15,889)   (15,889)
Effects of exchange rate (8,913)   (10,204)
Payment of lease liabilities -   (65,841)
As of June 30, 2025 360,479   342,576
Current  85,856    56,602
Non-current  274,623    285,974

 

(i) Additions to right-to-use assets in the period include prepayments to lessors and accrued liabilities.

 

The Group did not recognize rent expense from short-term leases and low-value assets for the six and for the three months period ended June 30, 2025 and 2024. The total rent expense for the six months period ended June 30, 2025 of R$ 32,256 (R$ 16,003 – June 30, 2024) and for the three months period ended June 30, 2025 of R$ 16,169 (R$ 6,998 – June 30, 2024) includes other expenses related to leased offices such as condominiums.

 

13.Financing Instruments Payable

 

 

June 30, 2025

 

December 31, 2024

Market funding operations (a)              99,160,870   88,483,485
Deposits              59,614,416   53,506,617
Demand deposits                   976,964   1,243,221
Time deposits              58,093,034   51,638,802
Interbank deposits                   544,418   624,594
Financial bills              14,995,196   14,193,253
Structured notes              23,266,231   20,104,840
Others                1,285,027   678,775
Debt securities (b)                5,084,768   6,764,997
Debentures -   1,251,256
Bond                5,084,768   5,513,741
Total            104,245,638   95,248,482
       
Current 58,341,369   52,036,137
Non-current 45,904,269   43,212,345

 

(a)Market funding operations maturity

 

June 30, 2025              
 Class Within 30 days From 31 to 60 days From 61 to 90 days From 91 to 180 days From 181 to 360 days After 360 days Total
Demand deposits 976,964  -  -  -  -  - 976,964
Time deposits  4,692,581  7,403,823  8,860,247  18,800,118  7,049,918  11,286,347  58,093,034
Interbank deposits  391,067  -  2,417  -  54,013  96,921  544,418
Financial bills  677,553  932,445  278,141  2,016,766  2,198,841  8,891,450  14,995,196
Structured notes  161,638  145,879  53,698  365,464  1,766,253  20,773,299  23,266,231
Others  -  -  288,939  317,004  648,120  30,964  1,285,027
Total 6,899,803  8,482,147  9,483,442  21,499,352  11,717,145  41,078,981 99,160,870

 

27 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

December 31, 2024

             
 Class Within 30 days From 31 to 60 days From 61 to 90 days From 91 to 180 days From 181 to 360 days After 360 days Total
Demand deposits 1,243,221 - - - - - 1,243,221
Time deposits 4,337,012 6,202,542 10,256,783 14,656,194 6,371,748 9,814,523 51,638,802
Interbank deposits - - - -  370,106  254,488 624,594
Financial bills 385,960 45,916 108,266 432,934 3,779,877 9,440,300 14,193,253
Structured notes 69,880 82,304 90,546 536,373 881,785 18,443,952 20,104,840
Others - - - 4 573,886 104,885 678,775
Total 6,036,073 6,330,762 10,455,595 15,625,505 11,977,402 38,058,148 88,483,485

 

(b)Debt securities maturity

 

The total balance is comprised of the following issuances:

 

   

June 30, 2025

 

December 31, 2024

  Rate type Up to 1 year 1-5 years Total   Up to 1 year 1-5 years Total
Bonds (i) Fixed rate  259,480  4,825,288  5,084,768   359,544 5,154,197 5,513,741
Debentures (ii) Floating rate - - -   1,251,256 - 1,251,256
Total    259,480  4,825,288  5,084,768   1,610,800 5,154,197 6,764,997
Current        259,480       1,610,800
Non-current        4,825,288       5,154,197

 

(i)XP Inc Bonds

 

On July 1, 2021, XP Inc. concluded the issuance of a gross of US$750 million senior unsecured notes with net proceeds of US$739 million (R$ 3,697 million) with maturity on July 1, 2026, and bear interest at the rate of 3.250% per year, guaranteed by XP Investimentos S.A. The principal amount will be paid on the maturity date and the interest is amortized every six months.

 

On July 2, 2024, XP Inc concluded an issuance of senior unsecured notes in an aggregate principal amount of US$500 million, with an interest rate of 6.75% and maturity date on July 2, 2029. The notes will be guaranteed by XP Investimentos S.A. The Company used the net proceeds from the offering of the notes to partially repurchase an amount equal to US$287 million of the 3.25% outstanding senior unsecured notes mentioned above.

 

(ii)XP Investimentos debentures

 

On July 19, 2022, XP Investimentos issued non-convertible debentures in the amount of R$1,800,000 (R$900,000 of series 1 and R$900,000 of series 2). The debentures series, added together, has a maximum authorized issuance up to R$1,800,000. The principal amount, including the interest, will be paid on the maturity date as follow: (i) June 23, 2024 (series 1) and (ii) June 23, 2025 (series 2). The interest rates for series 1 and series 2 debentures are CDI+1.75% and CDI+1.90%, respectively. According to the maturity date of the Series 1 debentures, the principal amount was paid on June 23, 2024. The Serie 2 debentures were prepaid on January 31, 2025.

 

14.Borrowings

 

  Annual interest rate %   Maturity   June 30, 2025   December 31, 2024
               
Banco Citi México Term SOFR(*)+0.60%   July 2025    1,482,732   1,666,432
Banco Santander Term SOFR(*)+0.79%   December 2025    975,162   -
Bank of America 4.332%   August 2025    150,413   -
Bank of America 4.410%   October 2025    197,617   -
Bank of America 4.410%   November 2025    197,617   -
Total         3,003,541   1,666,432
               
Current         3,003,541   1,666,432
Non-current         -   -


(*) Secured Overnight Financing Rate (SOFR).

 

28 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

15.Other financial assets and financial liabilities

 

a)Other financial assets

 

  June 30, 2025  

December 31, 2024

Foreign exchange portfolio 21,254             2,231,898
Compulsory deposits at Brazilian Central Bank 7,722,982            6,596,467
Other deposits at Brazilian Central Bank (i) 1,299,999            4,343,999
Other 100,550   84,825
(-) Expected losses (ii) (42,938)                (24,192)
Total 9,101,847           13,232,997
       
Current 7,581,606           11,919,324
Non-current 1,520,241             1,313,673

 

(i)  As of June 30, 2025, the amount of R$ 1,299,999 (December 31, 2024 - R$ 4,343,999) is being presented as cash equivalents in the statements of cash flows.

(ii) The reconciliation of gross carrying amount and the expected loss according to IFRS 9 are presented in Note 10.

 

b)Other financial liabilities

 

  June 30, 2025  

December 31, 2024

Foreign exchange portfolio  729,641   2,476,659
Structured financing (i)  3,613,978   3,282,750
Credit cards operations  7,997,616   8,138,657
Contingent consideration (ii)  117,401   116,777
Lease liabilities  342,576   311,347
Other 987,795   404,673
Total 13,789,007   14,730,863
       
Current  13,396,982           14,343,495
Non-current  392,025                387,368

 

(i) Financing with prime brokers through the Group's proprietary fund Multistrategy using some of its own financial assets as collateral.

(ii) Contractual contingent considerations obligations are mostly associated with the acquisition of participation in associates. The maturity of total contingent consideration payment is up to 4 years and the contractual maximum amount payable is R$ 300,000 (the minimum amount is zero).

 

16.Other assets and other liabilities

 

a)Other assets

 

  June 30, 2025   December 31, 2024
Energy contracts (i)  4,533,797   5,164,402
Other  357,733   363,788
Total

4,891,530

  5,528,190

 

29 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

b)Other liabilities

 

  June 30, 2025   December 31, 2024
Energy contracts (i)  561,752   1,012,855
Other  55,975   67,235
Total

617,727

  1,080,090

 

(i)Energy contracts agreed through the subsidiary XP Comercializadora de Energia Ltda.

 

17.Retirement plans and insurance liabilities

 

a) Retirement plans

 

As of June 30, 2025, active plans are principally accumulation of financial resources through products PGBL and VGBL structured in the form of variable contribution, for the purpose of granting participants with returns based on the accumulated capital in the form of monthly withdraws for a certain term or temporary monthly withdraws.

 

In this respect, such financial products represent investment contracts that have the legal form of private pension plans, but which do not transfer insurance risk to the Group. Therefore, contributions received from participants are accounted for as liabilities and balance consists of the participant’s balance in the linked Specially Constituted Investment Fund (“FIE”) on the reporting date (Note 4 (a)(i)).

 

Changes in the period:

 

Retirement plans without insurance risk, under the scope of IFRS 9

 

2025

2024

As of January 1, 66,104,805  56,371,063
Contributions received 1,592,785  2,219,965
Transfer with third party plans 2,685,958  2,027,053
Withdraws (2,516,834)  (1,737,488)
Other provisions (Constitution/Reversion) (1,035,049)  37,672
Monetary correction and interest income 4,712,310  1,980,141
As of June 30, 71,543,975 60,898,406

 

Retirement plans with insurance risk, under the scope of IFRS 17

  2025
 

Liability for Remaining Coverage (“LRC”)

Liability for Incurred Claims (“LIC”)

As of January 1,  -  -
Cash flows  1,075,186  (11,446)
Acquisition cash flows paid  (48)  -
Claims and other expenses paid  -  (11,446)
Premiums received  1,075,234  -
Statement of income and comprehensive income  15,624  11,446
Insurance finance expenses  27,680  -
Insurance service result  (12,056)  11,446
As of June 30,  1,090,810  -

 

 

2025

2024

Total retirement plans as of June 30, 72,634,785 60,898,406

 

30 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

b) Insurance liabilities

 

 

2025

2024

 

Liability for Remaining Coverage (“LRC”)

Liability

for Incurred Claims (“LIC”)

Liability for Remaining Coverage (“LRC”)

Liability

for Incurred Claims (“LIC”)

As of January 1,  114,992  4,590  36,790  315
Cash flows  84,680  (6,762)  70,917  (1,756)
Acquisition cash flows paid  (12,641) -  (5,162)  -
Claims and other expenses paid  -  (6,762)  -  (1,756)
Premiums received  97,321  -  76,079  -
Statement of income and comprehensive income  36,194  7,690  (25,513)  2,095
Insurance finance expenses  54,560  242  (18,074)  39
Insurance service result  (18,366)  7,448  (7,439)  2,056
As of June 30,  235,866  5,518  82,194  654

 

 

2025

2024

Total insurance liabilities as of June 30, 241,384 82,848

 

31 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

18.Income tax

 

a)Deferred income tax

 

Deferred tax assets (DTA) and deferred tax liabilities (DTL) are comprised of the main following components:

 

Balance sheet  

Net change in the six months period ended June 30,

 

June 30, 2025

December 31, 2024   2025 2024
           
Tax losses carryforwards  1,743,702 1,051,966    691,736 6,864
Goodwill on business combinations (i)  63,174 51,319    11,855 5,268
Provisions for IFAs’ commissions  83,479 84,756    (1,277) 564
Revaluations of financial assets at fair value  (379,802) 294,985    (674,787) 283,573
Expected credit losses (ii)  348,284 334,008    14,276 (34,794)
Profit sharing plan  232,348 298,538    (66,190) (22,360)
Net gain/(loss) on hedge instruments  (37,406) (31,854)    (5,552) (626)
Share based compensation  688,455 558,744    129,711 84,429
Other provisions  (187,482) (19,817)    (167,665) 55,447
Total  2,554,752 2,622,645    (67,893) 378,365
Deferred tax assets  2,855,622 2,887,935      
Deferred tax liabilities  (300,870) (265,290)      

 

(i)For Brazilian tax purposes, goodwill is amortized at least in 5 years on a straight-line basis when the entity acquired is sold or merged into the acquirer company.

(ii)Include expected credit loss on accounts receivable, loan operations and other financial assets.

 

The changes in the net deferred tax were recognized as follows:

 

 

Six months period ended June 30,

 

2025

2024

As of January, 1 2,622,645 2,017,771
Foreign exchange variations 23,007 1,500
Charges to statement of income  213,852 45,274
Tax relating to components of other comprehensive income  (274,118) 409,209
Other deferred taxes (30,634)

(77,618)

As of June 30, 2,554,752

2,396,136

 

Unrecognized deferred taxes

 

Deferred tax assets are recognized for tax losses to the extent that the realization of the related tax benefit against future taxable profits is probable. The Group did not recognize deferred tax assets of R$ 23,184 (December 31, 2024 - R$ 50,661) mainly in respect of losses from subsidiaries overseas and that can be carried forward and used against future taxable income.

 

b)Income tax expense reconciliation

 

The tax on the Group's pre-tax profit differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated entities. The following is a reconciliation of income tax expense to profit (loss) for the period, calculated by applying the combined Brazilian statutory rates at 34% for the six and three months period ended June 30:

 

32 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

  Six months period   Three months period
ended June 30,   ended June 30,
  2025 2024   2025 2024
Income before taxes  2,580,630 2,472,111   1,317,906 1,383,658
Combined tax rate in Brazil (a) 34% 34%   34% 34%
Tax expense at the combined rate  877,414 840,518   448,088 470,444
           
Effects from entities taxed at different rates  8,392 148,717    7,671 108,833
Effects from entities taxed at different taxation regimes (b)  (633,372) (491,152)    (319,501) (212,812)
Intercompany transactions with different taxation  (165,511) (78,965)    (105,046) (32,775)
Tax incentives and related donation programs  (1,788) (4,936)    (1,073) (4,817)
Nondeductible expenses (non-taxable income), net  (61,989) (89,553)    (33,653) (63,209)
Others - -     - 67
           
Total 23,146 324,629    (3,513) 265,731
           
Current  236,998 369,903    131,816 314,488
Deferred  (213,852) (45,274)    (135,329) (48,757)
Total expense / (credit)  23,146 324,629    (3,513) 265,731

 

(a)Considering that XP Inc. is domiciled in Cayman and there is no income tax in that jurisdiction, the combined tax rate of 34% demonstrated above is the current rate applied to XP Controle 3 Participações S.A., which is the holding company of mostly of the operating entities of XP Inc. in Brazil.

(b)Certain eligible subsidiaries adopted the PPM tax regime and the effect of the presumed profit of subsidiaries represents the difference between the taxation based on this method and the amount that would be due based on the statutory rate applied to the taxable profit of the subsidiaries. Additionally, some entities and investment funds adopt different taxation regimes according to the applicable rules in their jurisdictions.

 

Other comprehensive income

 

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

 

 

Before tax

(Charge)/

Credit

After tax

       
Foreign exchange variation of investees located abroad  84,568  -  84,568
Gains (losses) on net investment hedge  (69,184)  -  (69,184)
Changes in the fair value of financial assets at fair value

(1,030,451)

409,209

(621,242)

As of June 30, 2024

(1,015,067)

409,209

(605,858)

       
Foreign exchange variation of investees located abroad  (89,935)  -  (89,935)
Gains (losses) on net investment hedge  85,544  -  85,544
Changes in the fair value of financial assets at fair value  650,678  (274,118)  376,560
Other

(47,146)

-

(47,146)

As of June 30, 2025

599,141

(274,118)

325,023

 

19.Equity

 

(a)Issued capital

 

The Company has an authorized share capital of US$ 35 thousand, corresponding to 3,500,000,000 authorized shares with a par value of US$ 0,00001 each of which:

 

·2,000,000,000 shares are designated as Class A common shares and issued; and

·1,000,000,000 shares are designated as Class B common shares and issued.

 

33 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

The remaining 500,000,000 authorized but unissued shares are presently undesignated and may be issued by our board of directors as common shares of any class or as shares with preferred, deferred or other special rights or restrictions. Therefore, the Company is authorized to increase capital up to this limit, subject to approval of the Board of Directors.

 

On August 15, 2024, XP Inc issued 985,297 Class A common shares (R$ 106,412) to acquire 22% of SVN´s shares, in a non-cash equity exchange transaction.

 

As of June 30, 2025, the Company had R$ 26 of issued capital which were represented by 423,602,891 Class A common shares and 104,432,034 Class B common shares.

 

(b)Additional paid-in capital and capital reserve

 

Class A and Class B common shares, have the following rights:

 

·Each holder of a Class B common share is entitled, 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 one vote per share.

·Each holder of Class A common shares and Class B common shares vote together as a single class on all matters (including the election of directors) submitted to a vote of shareholders, except as provided below and as otherwise required by law.

·Class consents from the holders of Class A common shares and Class B common shares, as applicable, shall be required for any modifications to the rights attached to their respective class 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 Class B common shares and vice versa; and

·the rights attaching to the Class A common shares 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, without limitation, shares with enhanced or weighted voting rights.

 

The Articles of Association provide that at any time when there are Class A common shares in issue, Class B common shares may only be issued pursuant to: (a) a share split, subdivision of shares or similar transaction or where a dividend or other distribution is paid by the issue of shares or rights to acquire shares or following capitalization of profits; (b) a merger, consolidation, or other business combination involving the issuance of Class B common shares as full or partial consideration; or (c) an issuance of Class A common shares, whereby holders of the Class B common shares are entitled to purchase a number of Class B common shares that would allow them to maintain their proportional ownership and voting interests in XP Inc.

 

The Board of Directors approved in December 2019 a share based long-term incentive plan, which the maximum number of shares should not exceed 5% of the issued and outstanding shares. As of June 30, 2025, the outstanding number of shares reserved under the plans were 17,286,885 restricted stock units (“RSUs”) (December 31, 2024 – 14,426,088) and 579,540 performance stock units (“PSUs”) (December 31, 2024 – 579,540) to be issued at the vesting dates.

 

The additional paid-in capital refers to the difference between the purchase price that the shareholders pay for the shares and their par value. Under Cayman Law, the amount in this type of account may be applied by the Company to pay distributions or dividends to members, pay up unissued shares to be issued as fully paid, for redemptions and repurchases of own shares, for writing off preliminary expenses, recognized expenses, commissions or for other reasons. All distributions are subject to the Cayman Solvency Test which addresses the Company’s ability to pay debts as they fall due in the natural course of business.

 

(c)Treasury shares

 

The Group recognized amounts of treasury shares as a result of the share purchase agreement with Itaú Unibanco, signed on June 2022 and the share buy-back programs (Note 1.1). The treasury shares are registered as a deduction from equity until the shares are canceled or reissued.

 

During the six months period ended June 30, 2025, the Company repurchased 10,918,882 Class A common shares (R$ 914,825) and canceled 12,053,924 Class A common shares (R$ 999,215) held in treasury.

 

As of June 30, 2025, the Group held 192,058 Class A common shares (December 31, 2024 – 1,327,100) and 1,056,308 Class B common shares (December 31, 2024 – 1,056,308) in treasury, totaling an amount of R$ 137,790 (December 31, 2024 – R$ 222,180).

 

(d)Dividends distribution

 

The Group has not adopted a dividend policy with respect to future distributions of dividends. The amount of any distributions will depend on many factors such as the Company's results of operations, financial condition, cash requirements, prospects and other factors deemed relevant by XP Inc. board of directors and, where applicable, the shareholders.

 

34 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

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

 

Non-controlling shareholders of some XP Inc’s subsidiaries has received dividends of R$ 358 and R$ 598 during the six months period ended June 30, 2025 and 2024, respectively.

 

(e)Other comprehensive income

 

Other comprehensive income consists of changes in the fair value of financial assets at fair value through other comprehensive income, while these financial assets are not realized. Also includes gains (losses) on net investment hedge, foreign exchange variation of investees located abroad and cash flow hedge reserve.

 

 

20.Related party transactions

 

Transactions with related parties includes transactions among the Company and its subsidiaries in the course of normal operations include services rendered such as: (i) education, consulting and business advisory; (ii) financial advisory and financial consulting in general; (iii) management of resources and portfolio management; (iv) information technology and data processing; (v) insurance and (vi) loan operations. The effects of these transactions have been eliminated and do not have effects on the consolidated financial statements.

 

Transactions with related parties also includes transactions among the Company and its associates related to commissions and premiums paid in advance, as described in Note 8.

 

 

21.Provisions and contingent liabilities

 

The Company and its subsidiaries are party to judicial and administrative litigations before various courts and government bodies, arising from the ordinary course of operations, involving tax, civil and labor matters and other issues. Periodically, Management evaluates the tax, civil and labor risks, based on legal, economic and tax supporting data, in order to classify the risks as probable, possible or remote, in accordance with the chances of them occurring and being settled, taking into consideration, case by case, the analyses prepared by external and internal legal advisors.

 

 

June 30, 2025

  December 31,2024
Tax contingencies  1,540   1,540
Civil contingencies  50,465   58,738
Labor contingencies  109,764   85,895
Total provision 161,769   146,173
       
Judicial deposits (i) 49,033   35,411

 

(i)There are circumstances in which the Group is questioning the legitimacy of certain litigations or claims 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 to secure part or the whole amount in question by means of judicial deposits, without this being characterized as the settlement of the liability. These amounts are classified as “Other assets” on the balance sheets and referred above for information.

 

Changes in the provision during the period

 

 

Six months period ended June 30,

  Three months period ended June 30,
  2025 2024   2025 2024
At the beginning of period 146,173 97,678   173,058 101,508
Monetary correction  42,563 27,563    8,063  12,165
Provision accrued  41,019 49,988    16,770  38,326
Provision reversed  (44,521) (33,520)    (21,346)  (10,301)
Payments  (23,465) (12,729)    (14,776)  (12,718)
At the end of period  161,769 128,980    161,769  128,980

 

35 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

Nature of claims

 

a)Civil

 

Most of the civil and administrative claims involve matters that are normal and specific to the business and refer to demands for indemnity primarily due to: (i) financial losses in the stock market; (ii) portfolio management; and (iii) alleged losses generated from the liquidation of customers assets in portfolio due to margin cause and/or negative balance. As of June 30, 2025, there were 736 (December 31, 2024 - 681) civil and administrative claims for which the likelihood of loss has been classified as probable, in the amount of R$ 50,465 (December 31, 2024 - R$ 58,738).

 

b)Labor

 

Labor claims to which the Group is party primarily concern: (i) the existence (or otherwise) of a working relationship between the Group and IFAs; and (ii) severance payment of former employees. As of June 30, 2025, the Company and its subsidiaries are defendants in 333 cases (December 31, 2024 - 275) involving labor matters for which the likelihood of loss has been classified as probable, in the amount of R$ 109,764 (December 31, 2024 - R$ 85,895).

 

Contingent liabilities - probability of loss classified as possible

 

In addition to the provisions mentioned above, the Company and its subsidiaries are party to several labor, civil and tax contingencies in progress, in which they are the defendants, and the likelihood of loss, based on the opinions of the internal and external legal advisors, is considered possible. The contingencies amount to approximately R$ 2,684,712 (December 31, 2024 - R$ 2,481,746).

 

Below these claims are summarized by nature:

 

 

June 30, 2025

  December 31, 2024
Tax (i) (ii) (iii) 1,447,647   1,338,518
Civil (iv)  1,077,269   970,615
Labor (v)  159,796   172,613
Total 2,684,712   2,481,746

 

(i)Employees Profit Sharing Plans: In 2015, 2019, 2021, 2022 and 2024 tax authorities issued assessments against the Group mainly related to allegedly unpaid social security contributions on amounts due and paid to employees as profit sharing plans related to calendar years of 2011, 2015, 2017, 2018, 2019 and 2020. According to the tax authorities, the Group 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 by the external counsels.

 

a.Tax assessment related to 2011: The first and the second administrative appeals were denied, and currently the Group awaits judgment on the special appeal before the Superior Court of the Administrative Council of Tax Appeals (“CSRF”). The amount claimed is R$ 22,627.

 

b.Tax assessment related to 2015: The first and the second administrative appeals were denied, and currently the Group awaits judgment on the special appeal before the CSRF. The amount claimed is R$ 57,376.

 

c.Tax assessment related to 2017: In this case, in addition to the claim related to the employees’ profit-sharing plan, tax authorities are also challenging the deductibility of the amounts paid under the plan to the members of the Board for the purposes of Corporate Income Tax (IRPJ), for 2016 and 2017. Administrative appeals were filed against both assessments. The appeal related to social security contributions is awaiting judgment by the Federal Revenue Service of Brazil (“RFB”), while the appeal related to IRPJ was denied by the RFB, and a second level appeal is currently awaiting judgment. The total amount claimed is R$ 132,522.

 

d.Tax assessment related to 2018: An administrative appeal was filed against the assessment, which awaits judgment by the RFB. The total amount claimed is R$ 160,845.

 

e.In June 2022, the Group was notified by the Public Labor Ministry for alleged unpaid FGTS (Fund for Severance Indemnity Payment) on the amounts paid to employees under profit sharing plans related to years 2015 to 2020. According to the tax authorities, the Group profit sharing plans did not comply with

 

36 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

the provisions of Law 10,101/00. The Group presented its administrative defense which awaits judgment. The total amount claimed is R$ 193,917.

 

f.Tax assessment related to 2019: An administrative appeal was filed against the assessment, which awaits judgment by the RFB. The amount claimed is R$ 216,130.

 

g.Tax assessment related to 2020: An administrative appeal was filed against the assessment, which awaits judgement by the RFB. The total amount claimed is R$ 382,210.

 

(ii)Amortization of goodwill: The Group also received four tax assessments in which the tax authorities challenge the deductibility for the purpose of Corporate Income Tax (IRPJ) and Social Contribution of Net Profits (CSLL) of the expenses deriving from the amortization of goodwill registered upon the acquisitions made by the Group between 2013 and 2016. According to the tax authorities, the goodwill was registered in violation of Laws 9.532/97 and 12.973/14, respectively. Currently, two of the proceedings are pending judgment by the RFB and the other two await judgement by the CARF, since the administrative appeals were denied. Also, the Group has filed two lawsuits to prevent the issuance of new tax assessments and/or the application of the 150% penalty by the tax authorities in relation to expenses of such goodwill incurred in other periods. The risk of loss for these claims is classified as possible by the external counsels. The amount claimed is R$ 101,821.

 

(iii)Banco Modal S.A. - Employees Profit Sharing Plan: In March 2016, tax authorities issued an assessment against Banco Modal mainly related to alleged unpaid social security contributions on amounts due and paid to employees as profit sharing plan on calendar year 2012. In June 2025, Banco Modal joined a tax settlement program to pay the social security contributions with a 65% reduction on the amount claimed. The total amount still owed is R$ 2,694, which will be paid in 12 equal monthly installments.

 

(iv)The Group is defendant in 2,626 (December 31, 2024 – 2,130) civil and administrative claims by customers and investment agents, mainly related to portfolio management, risk rating, copyrights and contract termination. The total amount represents the collective maximum value to which the Group is exposed based on the claims’ amounts monetarily restated.

 

(v)The Group is defendant in 255 (December 31, 2024 – 235) labor claims by former employees. The total amount represents the collective maximum value to which the Group is exposed based on the claims’ amounts monetarily restated.

 

22.Total revenue and income

 

a)Net revenue from services rendered

 

Revenue from contracts with customers derives mostly from services rendered and fees charged at daily transactions from customers, therefore mostly recognized at a point in time. Disaggregation of revenue by major service lines are as follows:

 

  Six months period ended June 30,   Three months period ended June 30,
  2025 2024   2025 2024
Major service lines          
Brokerage commission  1,000,894 1,036,193    527,662 540,829
Securities placement  932,285 1,175,973    454,836 686,445
Management fees  853,841 853,268    440,618 442,658
Insurance brokerage fee  118,185 100,793    60,532 51,652
Commission fees  525,537 468,222    285,036 259,827
Other services  348,412 275,627    195,951 147,928
Gross revenue from services rendered  3,779,154 3,910,076    1,964,635 2,129,339
(-) Sales taxes and contributions on services (i)  (334,722) (337,616)    (170,131)  (180,730)
Net revenue from services rendered  3,444,432 3,572,460   1,794,504 1,948,609

 

(i)Mostly related to taxes on services (ISS) and contributions on revenue (PIS and COFINS).

 

37 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

b)Net income/(loss) from financial instruments

 

  Six months period ended June 30,    Three months period ended June 30,
  2025 2024   2025 2024
Net income/(loss) from financial instruments at fair value through profit or loss  7,437,924 4,880,958    3,749,682 2,629,850
Net income/(loss) from financial instruments measured at amortized cost and at fair value through other comprehensive income  (1,991,416) (17,994)    (1,045,681)  (256,327)
Total income from financial instruments  5,446,508 4,862,964    2,704,001 2,373,523
(-) Taxes and contributions on financial income (90,965) (163,310)   (43,053) (102,874)
Net income/(loss) from financial instruments  5,355,543 4,699,654   2,660,948 2,270,649

  

c)Disaggregation by geographic location

 

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

 

  Six months period ended June 30,   Three months period ended June 30,
  2025 2024   2025 2024
Brazil  7,150,198  7,918,977    3,017,959  4,046,452
Other countries  1,649,777 353,137    1,437,493 172,806
Revenues  8,799,975  8,272,114    4,455,452  4,219,258
           
 

June 30, 2025

December 31, 2024      
Brazil 16,340,053 16,399,995      
Other countries 180,158 860,308      
Selected assets (i)  16,520,211  17,260,303      

 

(i)  Selected assets are total assets of the Group, less: cash, financial assets and deferred tax assets and are presented by geographic location.

 

None of the clients represented more than 10% of our revenues for the periods presented.

 

23.Operating costs

 

 

Six months period ended June 30,

  Three months period ended June 30,
  2025 2024   2025 2024
Commission and incentive costs  1,662,879 1,699,361    832,436  847,763
Operating losses  91,926 77,672    46,179  38,326
Other costs  847,579 678,189    440,829  350,317
Clearing house and proprietary funds fees  328,106 268,210    167,234  132,690
Third parties’ services  36,722 35,208    18,816  19,858
Credit card cashback  237,187 220,342    131,875  117,659
Other  245,564 154,429    122,904  80,110
Total  2,602,384 2,455,222    1,319,444  1,236,406

 

38 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

24.Operating expenses by nature

 

Six months period ended June 30,

  Three months period ended June 30,
  2025 2024   2025 2024
           
Selling expenses (a) 136,945 64,975   80,108 32,921
           
Administrative expenses  3,020,941 2,907,603    1,572,443 1,455,952
Personnel expenses  1,984,147 1,984,648    1,014,480 978,021
Compensation  876,751 704,491   425,895  311,642
Employee profit-sharing and bonus  759,681 845,948   392,958 434,198
Other personnel expenses (b) 347,715 434,209   195,627  232,181
Other taxes expenses  29,563 57,361    17,369 23,737
Depreciation of property and equipment and right-of-use assets  72,271 58,789    35,932 29,870
Amortization of intangible assets and investments  78,427 75,033    40,640 35,891
Data processing  539,161 416,367    292,185 205,585
Technical services  66,601 67,351    36,844 33,418
Third parties' services  100,381 113,707    62,518 65,777
Other administrative expenses (c) 150,390 134,347    72,475 83,653
Total 3,157,886 2,972,578   1,652,551 1,488,873

 

(a) Selling expenses refer to advertising and publicity.
(b) Other personnel expenses include executives profit-sharing, benefits, social charges and others.
(c) Other administrative expenses include rent, communication and travel expenses, legal and judicial and other expenses.

 

 

25.Other operating income (expenses), net

 

Six months period ended June 30,

  Three months period ended June 30,
  2025 2024   2025 2024
           
Other operating income 171,722 173,874   117,522 129,564
Revenue from incentives from Tesouro Direto, B3 and others (a)  72,096  101,532    63,759  91,676
Interest received on tax  20,846  26,594    11,252  19,595
Recovery of charges and expenses  2,520  14,107    448  7,054
Reversal of operating provisions  45,401  3,797    33,087  16,282
Other  36,224  27,844    14,341  (5,043)
(-) Taxes and contributions  (5,365)  -    (5,365)  -
           
Other operating expenses (71,617) (69,442)   (40,042) (34,353)
Legal proceedings and agreement with customers (22,646) (17,074)   (11,345) 1,381
Associations and regulatory fees (10,346) -   (6,012) -
Charity (902) (5,661)   (736) (3,178)
Other (b) (37,723) (46,707)   (21,949) (32,556)
Total 100,105 104,432   77,480 95,211

 

(a) Includes incentives received from third parties, mainly due to the joint development of retail products, and also the association of such entities with the XP ecosystem.
(b) Includes, mostly, losses on write-off of property, equipment, intangible assets and leases.

 

39 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

26.Share-based plan

 

(i)Outstanding shares granted and valuation inputs

 

The maximum number of shares available for issuance under the share-based plan shall not exceed 5% of the issued and outstanding shares.

 

Set out below are summaries of XP Inc's Restricted Stock Units (“RSU”) and Performance Stock Units (“PSU”) activity for the six months period ended June 30, 2025.

 

    RSUs   PSUs   Total
(In thousands, except weighted-average data, and where otherwise stated)   Number of units   Number of units   Number of units
             
Outstanding, January 1, 2025   14,426,088   579,540   15,005,628
Granted    3,800,542    -    3,800,542
Forfeited    (549,793)    -    (549,793)
Vested    (389,952)    -    (389,952)
Outstanding, June 30, 2025    17,286,885    579,540    17,866,425

 

For the six and three months periods ended June 30, 2025, the total compensation expense of both plans was, respectively, R$ 320,510 and R$ 153,509 (2024 - R$ 328,329 and R$ 150,681), including R$ 34,863 and R$ 16,286 of tax provisions (2024 - R$ 114,481 and R$ 78,289) and does not include any tax benefits on total share-based compensation expense once this expense is not deductible for tax purposes. The tax benefits will be perceived when the shares are converted into common shares.

 

Since the inception of the plans in 2019, the original grant-date fair value of RSU plans has ranged from US$ 11.16 to US$ 51.03 and of PSU plans has ranged from US$ 37.99 to US$ 64.68.

 

27.Earnings per share (basic and diluted)

 

Basic earnings per share is calculated by dividing net income for the period attributed to the owners of the parent by the weighted average number of ordinary shares outstanding during the period.

 

Diluted earnings per share is calculated by dividing net income attributable to owners of XP Inc by the weighted average number of shares outstanding during the year plus the weighted average number of shares that would be issued on conversion of all dilutive potential shares into shares by applying the treasury stock method. The shares in the share-based plan are the only shares with potential dilutive effect.

 

The following table presents the calculation of net income applicable to the owners of the parent and basic and diluted EPS:

 

       Six months period ended June 30,   Three months period ended June 30,
  2025 2024   2025  2024
Net income attributable to owners of the parent  2,554,461 2,147,268    1,318,942 1,117,252
Basic weighted average number of outstanding shares (i)(iii)  531,563  546,139    527,883  543,848
Basic earnings per share – R$ 4.8056  3.9317    2.4986  2.0543
Effect of dilution          
Share-based plan (ii) (iii) 6,248 7,891    7,933 7,637
Diluted weighted average number of outstanding shares (iii)  537,811  554,030    535,816  551,485
Diluted earnings per share – R$  4.7497  3.8757    2.4616  2.0259

 

(i)See on Note 19, the number of XP Inc.’s outstanding common shares during the period.

(ii)See on Note 26, the number of shares granted and forfeited during the period regarding XP Inc.’s Share-based plan.

(iii)Thousands of shares.

 

40 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

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) – The fair value of securities is determined by reference to their closing prices on the date of presentation of the consolidated financial statements. If there is no market price, fair value is estimated based on the present value of future cash flows discounted using the observable rates and market rates on the date of presentation.

 

·Swap – These operations swap cash flow based on the comparison of profitability between two indexers. Thus, the agent assumes both positions – put in one indexer and call on another.

 

·Forward – At the market quotation value, 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 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 be settled in cash or through delivery. Daily cash settlements of price movements are made for all instruments.

 

·Options – Option contracts give the purchaser 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 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 instrument at a future date for a previously agreed price.

 

·Other financial assets and liabilities – Fair value, which is determined for disclosure purposes, is calculated based on the present value of the principal and future cash flows, discounted using the observable rates and market rates on the date the financial statements are presented.

 

·Loans operations – Fair value is determined through the present value of expected future cash flows discounted using the observable rates and market rates on the date the financial statements are presented.

 

·Contingent consideration – Fair value of the contingent consideration liability related to acquisitions is estimated by applying the income approach and discounting the expected future payments to selling shareholders under the terms of the purchase and sale agreements.

 

Below are the Group financial assets and liabilities by level within the fair value hierarchy. The Group assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels:

 

41 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

    June 30, 2025

 
    Level 1   Level 2   Level 3   Fair Value   Book Value  
Financial Assets                      
Financial assets at Fair value through profit or loss                      
Securities    148,037,746    23,423,578    371,739    171,833,063    171,833,063  
Derivative financial instruments    6,188,924    46,943,456    -    53,132,380    53,132,380  
Investments in associates measured at fair value    -    -            1,547,412   1,547,412   1,547,412  
Fair value through other comprehensive income                      
Securities    51,285,239    -    -    51,285,239    51,285,239  
Evaluated at amortized cost                      
Securities    2,067,470    5,087,091    -    7,154,561    7,250,415  
Securities purchased under agreements to resell    -    10,152,934    -   10,152,934    10,120,680  
Securities trading and intermediation    -   5,493,609    -   5,493,609   5,493,609  
Accounts receivable    -    1,055,211    -    1,055,211    1,055,211  
Loan operations    -    33,431,504    -    33,431,504    33,114,615  
Other financial assets    -    9,101,847    -   9,101,847   9,101,847  
Financial liabilities                      
Fair value through profit or loss                      
Securities    13,506,850    464,003    -    13,970,853    13,970,853  
Derivative financial instruments    4,359,997    47,687,816    -    52,047,813    52,047,813  
Evaluated at amortized cost                      
Securities sold under repurchase agreements    -    71,146,247    -   71,146,247    71,157,493  
Securities trading and intermediation    -    17,001,299    -   17,001,299   17,001,299  
Financing instruments payable    -    104,051,461    -   104,051,461    104,245,638  
Borrowings    -    3,025,141    -    3,025,141    3,003,541  
Accounts payables    -    719,885    -   719,885   719,885  
Other financial liabilities    -    13,671,606    117,401    13,789,007    13,789,007  

 

 

    December 31, 2024  
    Level 1   Level 2   Level 3   Fair Value   Book Value  
Financial Assets                      
Financial assets at Fair value through profit or loss                      
Securities   123,368,069   26,245,585   371,760   149,985,414   149,985,414  
Derivative financial instruments    3,003,675    43,196,121    -    46,199,796    46,199,796  
Investments in associates measured at fair value                              -                             -    1,546,278    1,546,278    1,546,278  
Fair value through other comprehensive income                      
Securities          50,879,981                        -                         -      50,879,981         50,879,981  
Evaluated at amortized cost                      
Securities                          -       2,874,382            -       2,874,382           2,836,146  
Securities purchased under resale agreements                              -        22,010,879                         -         22,010,879          22,057,137  
Securities trading and intermediation                          -        6,499,097                         -       6,499,097           6,499,097  
Accounts receivable                          -            778,943                        -           778,943              778,943  
Loan operations                          -       29,145,291                         -     29,145,291        29,228,463  
Other financial assets                          -       13,232,997                         -     13,232,997         13,232,997  
Financial liabilities                      
Fair value through profit or loss                      
Securities   14,830,405   422,971   -   15,253,376   15,253,376  
Derivative financial instruments   1,929,536   38,118,151   -   40,047,687   40,047,687  
Evaluated at amortized cost                      
Securities sold under repurchase agreements   -   71,693,244   -   71,693,244   71,779,721  
Securities trading and intermediation   -   18,474,978   -   18,474,978   18,474,978  
Financing instruments payable   -   94,662,035   -   94,662,035   95,248,482  
Borrowings   -   1,666,432   -   1,666,432   1,666,432  
Accounts payables   -   763,465   -   763,465   763,465  
Other financial liabilities   -   14,614,086   116,777   14,730,863   14,730,863  

 

As of June 30, 2025 and December 31, 2024, the total contingent consideration liability is reported at fair value and is dependent on the profitability of the acquired associate and businesses. The total contingent consideration is classified within Level 3 of the fair value hierarchy. The contingent consideration liability represents the maximum amount payable under the purchase and sale agreements discounted using an appropriate rate, which includes the Brazilian risk-free rate.

 

42 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

Changes in an average discount rate of 13.61% by 100 bps would increase/decrease the fair value of contingent consideration liability by R$ 2,109.

 

The investments held through our investees which are considered to be venture capital investments are classified as Level 3 of the fair value hierarchy. The inputs used by the Group are derived for discounted rates for these investments using a capital asset model to calculate a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the asset. Change in the discount rate by 100 bps would increase/decrease the fair value by R$ 15,474.

 

Transfers into and out of fair value hierarchy levels are analyzed at the end of each consolidated financial statement. As of June 30, 2025, the Group had no transfers between Level 2 and Level 3.

 

29.Management of financial risks and financial instruments

 

(a) Overview

 

The Group’s activities are exposed to a variety of financial risks: credit risk, liquidity risk, market risk (including currency risk, interest rate risk and price risk), and operational risk. The Group’s overall risk management structure focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial performance. The Group uses derivative financial instruments to mitigate certain risk exposures. It is the Group’s policy that no trading in derivatives for speculative purposes may be undertaken.

 

(b) Risk management structure

 

Management has overall responsibility for establishing and supervising the risk management structure of the Group. Risk Management is under a separated structure from business areas, reporting directly to the CEO and the Risk Committee, to ensure exemption of conflict of interest, and segregation of functions appropriate to good corporate governance and market practices.

 

The risk management policies of the Group are established to identify and analyze the risks faced, to set appropriate risk limits and controls, and to monitor risks and adherence to the limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in the activities of the Group. Our risk appetite is defined in our Risk Appetite Statement (RAS) and reviewed on an annual basis. The Group, through its training and management standards and procedures, developed a disciplined and constructive control environment within which all its employees are aware of their duties and obligations.

 

Regarding the subsidiary Banco XP and the other subsidiaries components of XP Prudential Conglomerate (Brazilian Central Bank oversight definition), the organizational structure is based on the recommendations proposed by the Basel Accord, in which procedures, policies and methodology are formalized consistent with risk tolerance and with the business strategy and the various risks inherent to the operations and/or processes, including market, liquidity, credit and operating risks. The Group seeks to follow the same risk management practices as those applying to all companies.

 

Such risk management processes are also related to going concern management procedures, mainly in terms of formulating impact analyses, business continuity plans, contingency plans, backup plans and crisis management.

 

The unaudited interim condensed consolidated financial statements do not include all financial risk management information and disclosures required in the annual financial statements; they should be read in conjunction with the Group’s annual financial statements as of December 31, 2024. There have been no changes in the risk management department or in any risk management policies since the year-end.

 

Sensitivity analysis

 

According to the market information, the Group performed the sensitivity analysis by market risk factors considered relevant. The largest losses, by risk factor, in each of the scenarios were presented with an impact on the profit or loss, providing a view of the exposure by risk factor of the Group in exceptional scenarios. The following sensitivity analyzes do not consider the functioning dynamics of risk and treasury areas, since once these losses are detected, risk mitigation measures are quickly triggered, minimizing the possibility of significant losses.

 

43 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

       

June 30,

2025

Trading portfolio

Exposures

Scenarios

Risk factors

Risk of variation in:

I

II

III

Fixed interest rate Fixed interest rate in Reais (282) (108,655) (183,988)
Exchange coupons Foreign currencies coupon rate (80) (14,832) (33,699)
Foreign currencies Exchange rates (80) (33,370) (102,432)
Price indexes Inflation coupon rates (45) (2,580) 6,917
Shares Shares prices 498 (50,761) (62,456)
Commodities Commodities price (259) (1,167) (19,290)
    (248) (211,365) (394,948)

 

       

December 31,

2024

Trading portfolio

Exposures

Scenarios

Risk factors

Risk of variation in:

I

II

III

Fixed interest rate Fixed interest rate in Reais           (117)       (8,285)       50,065
Exchange coupons Foreign currencies coupon rate             (28)       (6,905)     (15,497)
Foreign currencies Exchange rates           (124)       64,512    148,169
Price indexes Inflation coupon rates             (68)     (11,606)     (24,563)
Shares Shares prices       (5,858)   (162,112)   (458,841)
Commodities Commodities price

(320)

(4,471)

17,579

   

(6,515)

(128,867)

(283,088)

 

Scenario I: Increase of 1 basis point in the rates in the fixed interest rate yield, exchange coupons, inflation and 1 percentage point in the prices of shares, commodities and currencies;

 

Scenario II: Project a variation of 25 percent in the rates of the fixed interest yield, exchange coupons, inflation, prices of shares, commodities and currencies, both rise and fall, being considered the largest losses resulting by risk factor; and

 

Scenario III: Project a variation of 50 percent in the rates of the fixed interest yield, exchange coupons, inflation, prices of shares, commodities and currencies, both rise and fall, being considered the largest losses resulting from the risk factor.

 

30.Capital Management

 

(i)Minimum capital requirements

 

Although capital is managed considering the consolidated position, certain subsidiaries are subject to minimum capital requirement from local regulators.

 

The subsidiary Banco XP, leader of the Prudential Conglomerate (which includes XP CCTVM, XP DTVM, Banco Modal and Modal DTVM), under BACEN regulation regime, is required to maintain a minimum capital and follow aspects from the Basel Accord.

 

The subsidiary XP Vida e Previdência operates in retirement plans and insurance business and is oversight by the SUSEP, being required to present Adjusted Shareholders' Equity (PLA) equal to or greater than the Minimum Required Capital (“CMR”), CMR is equivalent to the highest value between base capital and Venture Capital Liquidity (“CR”).

 

On June 30, 2025, the subsidiaries Banco XP and XP Vida e Previdência were in compliance with all capital requirements.

 

There is no requirement for compliance with a minimum capital for the other Group companies.

 

44 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

31.Cash flow information

 

(i)Debt reconciliation

 

            Debt securities (i)    
    Borrowings   Lease liabilities   Debentures and notes   Bonds   Total
Total debt as of January 1, 2024   2,199,422   304,762   2,806,774   3,546,567   8,857,525
Acquisitions / Issuance   -   159,949   -   -   159,949
Payments   (51,916)   (68,421)   (1,170,612)   -   (1,290,949)
Write-offs   -   (16,116)   -   -   (16,116)
Net foreign exchange differences   325,327   11,069   -   541,743   878,139
Interest accrued   55,226   9,744   167,890   67,351   300,211
Interest paid   -   -   (17,473)   (66,093)   (83,566)
Total debt as of June 30, 2024   2,528,059   400,987   1,786,579   4,089,568   8,805,193
                     
Total debt as of January 1, 2025   1,666,432   311,347   1,874,875   5,813,950   9,666,604
Acquisitions / Issuance   2,385,137    115,298   -   -   2,500,435
Payments   (730,435)   (65,841)   (1,266,496)   -   (2,062,772)
Net foreign exchange differences   (336,474)    (10,204)   -   (724,419)   (1,071,097)
Interest accrued   59,587    7,865   42,075   149,752   259,279
Interest paid   (40,706)    -     (7,687)   (39,869)    (88,262)
Cancelation   -   (15,889)   -   -    (15,889)
Total debt as of June 30, 2025    3,003,541    342,576   642,767   5,199,414   9,188,298

 

Debt securities include Debentures measured at FVPL presented in Note 4(e) and does not include fair value adjustments of (i) Debentures - R$ (178,764) (R$ (200,648) - December 31, 2024) and (ii) Bonds - R$ (114,646) (R$ (300,209) - December 31, 2024).

 

ii)Cash reconciliation for operating, investing and financing activities

 

During the six months period ended June 30, 2024, the Group paid R$ 670,464 in connection with the minority stake acquisitions disclosed in note 2(d)(i).

 

During the six months period ended June 30, 2025, the Group paid R$ 113,127 in connection with the minority stake acquisitions disclosed in note 2(d)(i). The Group also paid a total amount of R$ 119,182 in contingent consideration arrangements, due to the achievement of the triggers provided for in the shareholders’ agreement with its associates.

 

iii)Non-cash reconciliation for operating, investing and financing activities

 

During the six months period ended June 30, 2025, the Group sold property and equipment assets in a total amount of R$ 132,004, which is payable in 10 years, indexed to CDI. The amount was recorded through ‘Accounts receivable’.

 

45 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of June 30, 2025

In thousands of Brazilian Reais, unless otherwise stated