EX-99.1 2 dp237480_ex9901.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

 

 

 

 

 

XP Inc.

 

Interim condensed consolidated
financial statements at
September 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 sheets of XP Inc. and its subsidiaries ("Company") as at September 30, 2025 and the related interim condensed consolidated statements of income and of comprehensive income for the quarter and nine-month periods then ended, and the interim condensed consolidated statements of changes in equity and cash flows for the nine-month period then ended, and explanatory notes.

 

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

 

Scope of review

 

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

 

Conclusion

 

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

 

São Paulo, November 17, 2025

 

 

 

PricewaterhouseCoopers

Auditores Independentes Ltda.

CRC 2SP000160/O-5

Marcos Paulo Putini

Contador CRC 1SP212529/O-8

 

 

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 financial statements

for the three and nine months periods ended September 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 20
7.   Loan operations 23
8.   Prepaid expenses 24
9.   Securities trading and intermediation (receivable and payable) 24
10.   Expected Credit Losses on Financial Assets and Reconciliation of carrying amount 25
11.   Investments in associates and joint ventures 26
12.   Property, equipment, goodwill, intangible assets and lease 27
13.   Financing Instruments Payable 29
14.   Borrowings 30
15.   Other financial assets and financial liabilities 30
16.   Other assets and other liabilities 31
17.   Retirement plans and insurance liabilities 32
18.   Income tax 33
19.   Equity 34
20.   Related party transactions 36
21.   Provisions and contingent liabilities 36
22.   Total revenue and income 38
23.   Operating costs 39
24.   Operating expenses by nature 40
25.   Other operating income (expenses), net 40
26.   Share-based plan 41
27.   Earnings per share (basic and diluted) 41
28.   Determination of fair value 42
29.   Management of financial risks and financial instruments 44
30.   Capital Management 45
31.   Cash flow information 45
32.   Subsequent events 46

  

 

XP Inc. and its subsidiaries

Unaudited interim condensed consolidated balance sheets

As of September 30, 2025 and December 31, 2024

In thousands of Brazilian Reais

 

Assets

Note

September 30, 2025

  December 31, 2024
         
Cash   12,412,802    5,610,548
         
Financial assets   366,905,285   321,697,974
         
Fair value through profit or loss   240,427,922        196,185,210
Securities 4 184,428,152    149,985,414
Derivative financial instruments 5 55,999,770    46,199,796
         
Fair value through other comprehensive income   42,557,777    50,879,981
Securities 4 42,557,777    50,879,981
         
Evaluated at amortized cost   83,919,586   74,632,783
Securities 4 8,134,005    2,836,146
Securities purchased under resale agreements 3 15,029,274    22,057,137
Securities trading and intermediation 9 5,812,102    6,499,097
Accounts receivable   1,171,155    778,943
Loan operations 7 34,028,397    29,228,463
Other financial assets 15 19,744,653   13,232,997
         
Other assets   10,301,584   10,657,119
Recoverable taxes   578,537    452,555
Rights-of-use assets 12 326,187    313,141
Prepaid expenses 8 4,096,783    4,363,233
Other 16 5,300,077   5,528,190
         
Deferred tax assets 18 3,050,840    2,887,935
Investments in associates and joint ventures 11 3,682,642    3,518,779
Property and equipment 12 420,570    449,956
Goodwill and intangible assets 12 2,703,398    2,634,449
         
Total assets   399,477,121   347,456,760

 

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

 

3 

XP Inc. and its subsidiaries

Unaudited interim condensed consolidated balance sheets

As of September 30, 2025 and December 31, 2024

In thousands of Brazilian Reais

 

Liabilities and equity Note

September 30, 2025

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

 

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

 

4 

XP Inc. and its subsidiaries

unaudited interim condensed consolidated statements of income and of comprehensive income

For the three and nine months periods ended September 30, 2025 and 2024

In thousands of Brazilian Reais, except earnings per share

 

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

 

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

 

5 

XP Inc. and its subsidiaries

unaudited interim condensed consolidated statements of changes in equity

For the nine months periods ended September 30, 2025 and 2024

In thousands of Brazilian Reais

 

        Attributable to owners of the parent      
    Issued Capital   Capital reserve   Other comprehensive income and Other   Retained Earnings       Total Non-Controlling interest   Total Equity
  Notes   Additional paid-in capital   Other Reserves       Treasury Shares    
                                   
Balances as of December 31, 2023   26   6,417,115    12,772,879   376,449    -   (117,117)   19,449,352  1,492    19,450,844 
Comprehensive income for the period                                  
Net income for the period   -   -    -   -    3,333,203   -    3,333,203  891    3,334,094 
Other comprehensive income, net   -     -   (631,477)   -   -    (631,477)   (631,477)
Transactions with shareholders - contributions and distributions                                 
Share based plan 26 -   46,971    306,655   -    -   -    353,626  3,218    356,844 
Other changes in equity, net   -   -    -   (9,477)   -   -    (9,477) (5)   (9,482)
Private issuance of shares 19a -   106,412    -   -    -   -    106,412    106,412 
Acquisition of treasury shares 19c -   -    -   -    -   (1,248,548)   (1,248,548)   (1,248,548)
Cancellation of treasury shares   -   (1,248,548)   -   -    -   1,248,548    -    - 
Allocations of the net income for the period                                  
Dividends distributed   -   -    -   -    -     -  (991)   (991)
Balances as of September 30, 2024   26   5,321,950    13,079,534   (264,505)   3,333,203   (117,117)   21,353,091  4,605    21,357,696 
                                   
                                   
Balances as of December 31, 2024   26   5,651,493    15,288,196   (673,978)   -   (222,180)   20,043,557  3,680    20,047,237 
Comprehensive income for the period                                  
Net income for the period   -   -    -   -    3,874,081     3,874,081  13,507    3,887,588 
Other comprehensive income, net   -   -    -   402,470    -     402,470    402,470 
Transactions with shareholders - contributions and distributions                                
Share based plan 26 -   114,188    283,050   -    -   -    397,238  (7)   397,231 
Other changes in equity, net   -   -    -   (5,001)   -     (5,001) (11,991)   (16,992)
Acquisition of treasury shares 19c -   -    -   -    -   (1,048,397)   (1,048,397)   (1,048,397)
Cancellation of treasury shares 19c -   (999,215)   -   -    -   999,215      - 
Allocations of the net income for the period                                  
Dividends distributed 19 -   -    -    -    -     (501)   (501)
Balances as of September 30, 2025   26   4,766,466    15,571,246   (276,509)   3,874,081   (271,362)   23,663,948  4,688    23,668,636 

 

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

 

6 

XP Inc. and its subsidiaries

unaudited interim condensed consolidated statements of cash flows

For the nine months periods ended September 30, 2025 and 2024

In thousands of Brazilian Reais

 

  Nine months periods ended September 30,
  Note 2025   2024
Operating activities        
Income before income tax   3,911,229    3,684,593 
         
Adjustments to reconcile income before income taxes        
Depreciation of property, equipment and right-of-use assets 12 107,015    89,924 
Amortization of intangible assets and investments 11/12 119,391    115,902 
Loss on write-off of right-of-use assets, property, equipment and intangible assets and lease, net 12 23,413    57,604 
Share of profit or (loss) in joint ventures and associates 11 (60,772)   (44,836)
Income from share in the net income of associates measured at fair value 11   654 
Expected credit losses on financial assets, including credit write-off 10 325,928    186,272 
Provision for contingencies, net 21 (14,893)   17,954 
Net foreign exchange differences   (1,169,406)   475,894 
Share based plan   397,231    356,844 
Interest accrued, including monetary correction on contingent liabilities   468,313    484,445 
Loss on the disposal of property and equipment 12 3,795   
         
Changes in assets and liabilities        
Securities (assets and liabilities)   (25,176,219)   (38,857,623)
Derivative financial instruments (assets and liabilities)   4,761,388    (2,268,172)
Securities trading and intermediation (assets and liabilities)   (360,391)   3,077,980 
Securities purchased (sold) under resale (repurchase) agreements   8,121,823    7,606,781 
Accounts receivable   (434,744)   (284,531)
Loan operations   (5,057,129)   855,063 
Prepaid expenses   266,450    (60,626)
Other assets and other financial assets   (422,783)   (8,329,059)
Accounts payable   (29,444)   (142,575)
Financing instruments payable   13,454,651    29,575,079 
Social and statutory obligations   (478,925)   (395,334)
Tax and social security obligations   166,911    (54,557)
Retirement plans liabilities   18,212,345    7,716,796 
Other liabilities and other financial liabilities   (2,074,092)   4,208,271 
         
Cash from (used in) operations   15,061,085    8,072,743 
         
Income tax paid   (261,812)    (503,021)
Contingencies paid 21 (40,902)    (16,696)
Interest paid 31 (219,217)    (193,954)
Additional contingent consideration paid 31 (109,628)  
Net cash flows from (used in) operating activities   14,429,526    7,359,072 
         
Investing activities        
Acquisition of property and equipment 12 (152,543)   (117,618)
Acquisition of intangible assets 12 (187,521)   (126,591)
Capital (contributions)/reductions in associates 11 14,406   
Disposal of property and equipment assets 12 -    10,000 
Dividends received from associates 11 41,182    26,964 
(Acquisition)/disposal of associates measured at fair value 11 (1,134)  
(Acquisition)/disposal of associates 31(ii) (271,269)   (1,358,863)
Contingent consideration paid 31 (9,554)  
Net cash flows from (used in) investing activities   (566,433)   (1,566,108)
         
Financing activities        
Acquisition of borrowings 31 2,626,479   
Acquisition of treasury shares 19(c) (1,048,397)   (1,248,548)
Net proceeds from debt securities   -    1,159,233 
Payments of borrowings and lease liabilities 31 (2,502,942)   (2,369,938)
Payment of debt securities in issue 31 (1,266,496)   (1,170,612)
Transactions with non-controlling interests   -    (5)
Dividends paid to non-controlling interests 19 (501)   (991)
Net cash flows from (used in) financing activities   (2,191,857)   (3,630,861)
         
Net increase/(decrease) in cash and cash equivalents   11,671,236    (2,162,103)
Cash and cash equivalents at the beginning of the period   12,909,616    9,210,482 
Effects of exchange rate changes on cash and cash equivalents   (11,904)   65,232 
Cash and cash equivalents at the end of the period   24,568,948    11,437,817 
Cash   12,412,802    4,625,718 
Securities purchased under resale agreements 3 1,942,306    1,077,728 
Bank deposit certificates 4 128,842    96,373 
Other deposits at Brazilian Central Bank 15 10,084,998    5,637,998 

 

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

 

7 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

1.Operations

 

 

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

 

XP Inc. is a holding company controlled by XP Control LLC, which holds 70.99% of voting rights and is controlled by a group of individuals.

 

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

 

These unaudited interim condensed consolidated financial statements as of September 30, 2025, were approved by the Board of Director’s meeting on November 17, 2025.

 

1.1Share 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$1.0 billion of its outstanding Class A common shares over a period beginning on May 21, 2025, continuing until the earlier of the completion of the repurchase or December 31, 2026, depending on market conditions. The repurchase limit of R$ 1.0 billion was reached on October 20, 2025 and the program has terminated.

 

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

 

1.2Corporate reorganization

 

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

 

i)Inversion of financial institutions in Brazil: On January 5, 2024, the completion of this corporate reorganization was approved. As of this date, XP CCTVM became a wholly-owned subsidiary of Banco XP, which became the leader of the XP Prudential Conglomerate (Brazilian Central Bank oversight definition).

 

ii)Banco XP as the main shareholder of the Group’s investments: On November 14, 2024, a wider corporate reorganization was approved and Banco XP became the main shareholder of the Group's subsidiaries, as XP Investimentos S.A. became owned by Banco XP.

 

8 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

iii)XP Investimentos S.A. spin-off: On May 1, 2025, the investment held by XP Investimentos in XP Controle 5 Participações and some commercial notes issued by XP Investimentos were 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.

 

 

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

 

a)Basis of preparation

 

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

 

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

 

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

 

Note to financial 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. 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.

 

9 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

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

 

(i)Contractual Service Margin (CSM), which represents the unearned profit that will be recognized as the 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.

 

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 the statement of income, 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 the statement of 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 the statement of income, net of Reinsurance.

 

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

 

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

 

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

 

(a) Discount rates:

 

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

 

(b) Fulfillment cash flows:

 

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

 

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

 

(c) Adjustment for non-financial risk:

 

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

 

10 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

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

 

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

 

 

(i)Amendments to the Classification and Measurement of Financial Instruments – Amendments to 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.

 

11 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

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


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

 

(ii)Associates

 

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

 

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

 

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

 

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

 

(iii)Interests in associates measured at fair value

 

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

 

d)Business combinations, acquisition of associates and other developments

 

(i)Minority stake acquisitions

 

During the year ended December 31, 2023, the Group, through its subsidiary XP Controle 5 Participações Ltda., acquired minority stakes in Monte Bravo Holding JV S.A. (“Monte Bravo”), Blue3 S.A. (“Blue3”) and Ável Participações Ltda. (“Ável”). These companies were part of XP Inc’s IFAs network. The total fair value consideration recorded for those acquisitions is R$ 784,743, including the goodwill in a total amount of R$ 487,671. As of September 30, 2025, from the total fair value consideration: (i) R$ 45,000 was paid during 2023, (ii) R$ 669,521 was paid during 2024 (including monetary correction on this amount), (iii) R$ 35,518 was paid during 2025 (including monetary correction on this amount) and (iv) there is a remaining amount of R$ 41,206 recorded through accounts payable (including monetary correction on this amount), which is payable in January 2026.

 

During the year ended December 31, 2024, the Group, through its subsidiary XP Controle 5 Participações Ltda., acquired minority stakes in other three IFAs. The total fair value consideration recorded for those acquisitions is R$ 414,503, including the preliminary goodwill in a total amount of R$ 212,272. As of September 30, 2025, from the total fair value consideration: (i) R$ 225,766 was paid in cash during 2024, (ii) R$ 106,412 was settled through the private issuance of XP Inc Class A shares (see note 19a), (iii) there is an amount equal to R$ 20,000 recorded through contingent consideration (note 15b), (iv) R$ 27,209 was paid in cash during 2025 (including monetary correction on this amount) and (v) there is a remaining amount of R$ 35,951 recorded through accounts payable (including monetary correction on this amount), which will be paid during the last quarter of 2025.

 

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

 

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

 

12 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

(ii)Presentation improvements for foreign exchange portfolios

 

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

 

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

 

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

 

e)Segment reporting

 

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

 

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

 

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

 

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

 

f)Estimates

 

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

 

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

 

13 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

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

 

a)Securities purchased under resale agreements

 

 

September 30, 2025

December 31, 2024
Collateral held  2,384,927 3,163,705 
National Treasury Notes (NTNs) (i)  44,222   777,325 
National Treasury Bills (LTNs) (i)  1,500,000   2,069,688 
Financial Treasury Bills (LFTs) (i)  98,703    173,489 
Debentures (ii)  669,009   27,560 
Real Estate Receivable Certificates (CRIs) (ii)  69,751   11,073 
Other (ii)  3,242   104,570 
       
Collateral repledge  12,635,015   18,895,796 
National Treasury Bills (LTNs) (i)  349,984   3,230,098 
Financial Treasury Bills (LFTs) (i)  -      529,180 
National Treasury Notes (NTNs) (i)  2,543,615   7,538,695 
Debentures (ii)  6,473,903   4,304,132 
Real Estate Receivable Certificates (CRIs) (ii)  2,135,955   1,982,544 
Agribusiness Receivables Certificates (CRAs) (ii)  -      120,652 
Interbank Deposits Certificate (CDIs) (ii)  588,128   815,302 
Other (ii)  543,430   375,193 
       
Collateral sold  11,570   - 
National Treasury Bills (LTNs) (i)  11,570   - 
       
Expected Credit Loss (iii) (2,238)   (2,364)
       
Total 15,029,274    22,057,137 

 

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

 

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

 

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

 

As of September 30, 2025, securities purchased under resale agreements were carried out at average interest rates of 15.06% p.a. (12.3% p.a. as of December 31, 2024).

 

As of September 30, 2025, the amount of R$ 1,942,306 (December 31, 2024 - R$ 2,885,843), from the total amount of collateral held portfolio and interbank deposits certificates, is being presented as cash equivalents in the statements of cash flows.

 

b)Securities sold under repurchase agreements

 

 

September 30, 2025

 

December 31,2024

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

 

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

 

14 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 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:

 

             

September 30,

2025

             

December 31,

2024

 

Gross

carrying

amount

 

Fair

value

 

Group

portfolio

 

Retirement

plan assets (i)

  Gross carrying amount  

Fai

value

  Group portfolio   Retirement plan assets (i)
Financial assets                            
At fair value through profit or loss                              
Brazilian onshore sovereign bonds  57,781,281    58,138,600    54,259,845    3,878,755    48,446,247    46,736,163    43,953,460    2,782,703
Investment funds  84,289,295    84,289,295   6,751,567    77,537,728    65,094,106    65,094,106    3,683,854    61,410,252
Stocks issued by public-held company 7,632,173   7,632,173   7,299,965    332,208    6,143,508    6,143,508    5,830,985    312,523
Debentures  9,943,562    9,903,538    9,032,277    871,261   12,806,632    12,491,790    11,898,230    593,560
Structured notes  33,344    39,539    39,539    -    15,940    20,546    20,546    - 
Bank deposit certificates (ii)  458,163    464,067    377,926    86,141    648,781    661,664    481,083    180,581
Agribusiness receivable certificates  1,339,290    1,340,436    1,334,071    6,365    1,046,979    999,636    990,119    9,517
Real estate receivable certificates  2,709,311    2,611,091    2,585,563    25,528    1,593,132    1,487,443    1,484,637    2,806
Financial credit bills  1,987,633    2,089,037    833,529    1,255,508    534,961    583,840    32,865    550,975
Real estate credit bill  487,616    479,918    479,918    -    366,447    366,441    366,441    - 
Agribusiness credit bills  98,627    98,593    98,593    -    394,385    394,438    394,438    - 
Commercial notes 534,288    486,667    480,321    6,346    569,465    520,349    514,409    5,940
Foreign private bonds  10,267,354    9,878,507    9,878,507    -    8,414,822    8,219,727    8,219,727    - 
Development credit bill  246,293    245,106    245,106    -    4,182,406    4,195,225    4,195,225    - 
Rural product note 990,071    991,282    991,282    -   -   -   -   -
Foreign sovereign bonds  3,790,495    3,798,103    3,798,103    -   -   -   -   -
Others (iii) 2,057,359   1,942,200   1,887,704    54,496    2,107,849    2,070,538    1,938,125    132,413
Total  184,646,155   184,428,152   100,373,816    84,054,336   152,365,660   149,985,414    84,004,144    65,981,270

 

(i)Those financial products represent investment contracts that have the legal form of retirement plans. 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 September 30, 2025, those assets represent R$ 117,307 (December 31, 2024 - R$ 84,334).

 

(ii)Bank deposit certificates include R$ 128,842 (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 September 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:

 

 

September 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  41,273,703    40,312,147    49,357,469   46,981,007
Foreign sovereign bonds  2,244,729    2,245,630    3,893,441    3,898,974
Total  43,518,432    42,557,777    53,250,910   50,879,981

 

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

 

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

 

 

September 30, 2025

 

December 31, 2024

  Gross carrying amount  

Book

Value (i)

 

Gross carrying

amount

 

Book

Value (i)

Financial assets              
At amortized cost              
Brazilian onshore sovereign bonds 2,144,295   2,144,295   -   -
Rural product note  482,302   459,499    212,102    211,555
Commercial notes  5,249,816    5,247,514    2,638,006    2,624,591
Foreign private bonds  282,697    282,697   -   -
Total  8,159,110    8,134,005    2,850,108    2,836,146

 

(i) Includes expected credit losses in the amount of R$ 25,105 (December 31, 2024 – R$ 13,962). The reconciliation of gross carrying amount and the expected credit loss segregated by stages are presented in the Note 10.

 

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

 

 

September 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) 23,290,764   23,290,764    14,830,405    14,830,405

 

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

 

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

 

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

 

16 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

September 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  646,712    453,505   623,620   422,971

 

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

 

Determination of own credit risk for items 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 September 30, 2025, for instruments for which the fair value option has been elected.

 

            September 30, 2025
    Contractual principal outstanding   Fair value   Fair value/(under) contractual principal outstanding
Long-term debt            
Debentures    646,712    453,505   (193,207)

 

f)Securities classified by maturity:

 

      Assets       Liabilities
 

September 30, 2025

 

December 31, 2024

 

September 30, 2025

 

December 31, 2024

               
Financial instruments              
At fair value through PL and OCI              
Current 122,622,103    100,930,547   23,290,764    14,830,405
Non-stated maturity 91,921,468    68,336,068   23,290,764    14,830,405
Up to 3 months  12,069,499    7,800,480   -   -
From 4 to 12 months  18,631,136    24,793,999   -   -
               
Non-current 104,363,826    99,934,848    453,505   422,971
After one year 104,363,826    99,934,848    453,505   422,971
               
Evaluated at amortized cost              
Current 2,355,124   87,633    -    -
Up to 3 months  64,987   9,457    -    -
From 4 to 12 months  2,290,137   78,176   -   -
               
Non-current 5,778,881   2,748,513   -   -
After one year 5,778,881   2,748,513   -   -
               
Total 235,119,934   203,701,541   23,744,269   15,253,376

 

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

 

17 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 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:

 

 

September 30, 2025

 

Notional

Fair Value

%

Up to 3

months

From 4 to

12 months

Above

12 months

Assets            
Options  2,766,133,815  13,354,411 24  3,947,914  4,439,225  4,967,272
Swap contracts  805,576,521  18,086,860 32  323,504  4,360,423  13,402,933
Forward contracts  131,568,396  19,326,497 35  18,585,340  413,140  328,017
Future contracts

304,330,193

5,232,002

9

864,013

1,254,392

3,113,597

Total

4,007,608,925

55,999,770

100

23,720,771

10,467,180

21,811,819

             
Liabilities            
Options  2,563,159,648  18,323,324 34  2,735,448  5,101,219  10,486,657
Swap contracts  713,606,498  12,249,449 22  555,683  4,624,721  7,069,045
Forward contracts  154,714,266  20,231,698 37  19,012,425  812,456  406,817
Future contracts

211,277,402

3,712,764

7

921,257

1,059,762

1,731,745

Total

3,642,757,814

54,517,235

100

23,224,813

11,598,158

19,694,264

 

 

 

December 31, 2024

 

Notional

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

 

18 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

Derivatives financial instruments by index:

 

   

September 30, 2025

December 31, 2024

   

Notional

Fair Value

Notional

Fair Value

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

(54,517,235)

 

(40,047,687)

 

19 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

6.Hedge accounting

 

The Group has three types of hedge relationships: hedge of net investment in foreign operations; fair value hedge and cash flow hedge. For hedge accounting purposes, the risk factors measured by the Group are:

 

·Interest Rate: Risk of volatility in transactions 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.

 

Sources of ineffectiveness are generally related to:

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

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

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

 

 

a)Hedge of net investment in foreign operations

 

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


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

 

    Hedged item   Hedge instrument
    Book Value   Variation in value recognized in Other comprehensive income   Notional value  

Variation in the
amounts used to
calculate hedge
ineffectiveness

         
Strategies   Assets   Liabilities      
September 30, 2025                
Foreign exchange risk                    
Hedge of net investment in foreign operations   658,821   -                  (91,814)   633,644   98,415
Total   658,821   -                  (91,814)   633,644   98,415
                     
December 31, 2024                    
Foreign exchange risk                    
Hedge of net investment in foreign operations   675,168   -   136,598   708,102   (138,777)
Total   675,168   -   136,598   708,102   (138,777)

 

20 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

b)Fair value hedge

 

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

 


The group applies fair value hedges as follows:

 

·Hedging the exposure of fixed-income securities 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.

 

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      
September 30, 2025                    
Interest rate and foreign exchange risk                    
Structured notes    -    20,796,793    (763,153)    21,850,587    812,020
Issued bonds    -    2,255,401    274,901    2,290,354    (285,715)
Brazilian sovereign bonds    20,895,161    -    178,328    20,454,605    (181,346)
Payroll loans    1,890,823    -    63,534    1,873,447    (51,597)
Loan operations    2,960,483    -    57,164    2,995,886    (24,552)
Total   25,746,467   23,052,194   (189,226)   49,464,879   268,810 
                   
    Hedged item   Hedge instrument
    Book Value   Variation in value recognized in income   Notional value   Variation in 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)

 

21 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

c)Cash flow hedge

 

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

 

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

 

    Hedged item   Hedge instrument
    Book Value   Variation in value recognized in Other comprehensive income   Notional value   Variation in the
amounts used to
calculate hedge
ineffectiveness
         
Strategies   Assets   Liabilities      
September 30, 2025                    
Market price risk                    
Long term incentive plan taxes    -   319,611   (90,243)   347,944    75,256
Total    -   319,611   (90,243)   347,944    75,256
                     
December 31, 2024
Market price risk                    
Long term incentive plan taxes    -   234,310   205,701    206,068    (198,386)
Total    -   234,310   205,701    206,068    (198,386)

 

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

  

            December 30, 2024
    Notional amount Book value Variation in fair value used to calculate hedge ineffectiveness Hedge ineffectiveness recognized in income (i)
Hedge Instruments   Assets Liabilities
Interest rate risk            
Futures    49,423,412 25,746,467 23,010,689  278,120  79,414
Foreign exchange risk            
Futures    675,111  658,821  41,505  89,105  6,771
Market price risk            
Swaps    347,944  - 319,611  75,256  (14,987)

 

 

            December 31, 2024
    Notional amount Book value Variation in fair value used to calculate hedge ineffectiveness Hedge ineffectiveness recognized in income (i)
Hedge Instruments   Assets Liabilities
Interest rate risk            
Futures    48,535,725 27,951,867  20,150,635  (1,589,844)  (20,755)
Foreign exchange risk            
Futures    842,904 675,168  133,470  (85,824)  (3,322)
Market price risk            
Swaps    206,068  - 234,310  (198,386)  7,315

 

(i) Hedge ineffectiveness is recognized in “Net income/(loss) from financial instruments at fair value through profit or loss” in the Group’s consolidated income statement.

 

22 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

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

 

    September 30, 2025   December 31, 2024
Strategies   Hedge instruments Hedged item   Hedge instruments Hedged item
  Notional amount Fair value adjustments Book value   Notional amount Fair value adjustments Book value
Fair value hedge    49,464,879  268,810  (189,226)    48,670,527  (1,536,891)  1,514,993
Hedge of net investment in foreign operations    633,644  98,415  (91,814)    708,102 (138,777)  136,598
Cash flow hedge    347,944  75,256  (90,243)    206,068  (198,386)  205,701
Total    50,446,467  442,481  (371,283)   49,584,697  (1,874,054)  1,857,292

 

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

 

 

September 30, 2025

  0-1 year 1-2 years 2-3 years 3-4 years 4-5 years 5-10 years Over 10 years Total
Fair value hedge  24,125,056 11,632,226  4,339,463  3,527,499  1,315,216  2,320,706  2,204,713  49,464,879
Hedge of net investment in foreign operations  633,644  -  -  -  -  -  -  633,644
Cash flow hedge  347,944  -  -  -  -  -  -  347,944
Total  25,106,644 11,632,226  4,339,463  3,527,499  1,315,216  2,320,706  2,204,713  50,446,467
               
 

December 31, 2024

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

 

 

7.Loan operations

 

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

 

Loans by type

September 30, 2025

  December 31, 2024
Pledged asset loan         25,361,705    23,217,323
Retail         14,264,514    12,674,565
Companies           4,650,450    4,516,553
Credit card           6,446,741    6,026,205
Non-pledged loan           9,175,744    6,431,221
Retail              179,546    549,148
Companies           6,909,730    3,506,397
Credit card           2,086,468    2,375,676
Total loans operations         34,537,449    29,648,544
Expected Credit Loss (Note 10)             (509,052)    (420,081)
Total loans operations, net of Expected Loss         34,028,397    29,228,463
       
By maturity

September 30, 2025

  December 31, 2024
Overdue by 1 day or more 312,172    304,052 
Due in 3 months or less 7,667,130    6,014,440 
Due after 3 months through 12 months 7,029,977    3,808,000 
Due after 12 months 19,528,170    19,522,052 
Total loans operations 34,537,449    29,648,544 

 

23 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

By concentration      
 

September 30, 2025

  December 31, 2024
Largest debtor  5,075,667    2,407,808
10 largest debtors  7,825,553    4,799,033
20 largest debtors  8,998,517    5,831,608
50 largest debtors  10,631,934    7,475,742
100 largest debtors  11,701,288    8,601,442

 

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

 

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

 

8.Prepaid expenses

 

 

September 30, 2025

  December 31, 2024
Commissions paid in advance (a) (b)  3,677,044   3,948,012
Marketing expenses  22,338   16,791
Services paid in advance (c)  36,948   213,193
Other expenses paid in advance  360,453   185,237
Total  4,096,783   4,363,233
       
Current  973,592   935,046
Non-current  3,123,191   3,428,187

 

(a)Mostly comprised of commissions paid by XP CCTVM to its IFAs in order to establish a long-term relationship with this network. These commissions are recognized at the signing date of each contract and are amortized in the Group’s income statement, linearly, according to the contract’s term period.

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

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

 

9.Securities trading and intermediation (receivable and payable)

 

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

 

 

September 30, 2025

  December 31, 2024
Receivables from clearings organizations  2,430   1,521,064
Debtors pending settlement  5,948,817   4,985,532
Other  6,293   129,373
(-) Expected losses (a)  (145,438)   (136,872)
Total Assets  5,812,102   6,499,097
     
Payables to clearings organizations  2,012,890   1,499,960
Creditors pending settlement  2,063,981   3,222,114
Customer's cash on investment account  13,359,287   13,752,904
Total Liabilities  17,436,158   18,474,978

 

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

 

24 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

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

 

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

 

      September 30, 2025
   Gross carrying amount Expected Credit Losses Carrying amount, net
       
Financial assets at fair value through other comprehensive income      
Low credit risk simplification      
Securities (i) (vi) 43,518,432 (10,000) 43,518,432
Financial assets amortized cost      
Low credit risk simplification      
Securities (i) 8,159,110 (25,105) 8,134,005
Securities purchased under agreements to resell (i) 15,031,512 (2,238) 15,029,274
Three stage model      
Loans and credit card operations (ii) (iii) (iv) (vii) 34,537,449 (486,748) 34,050,701
Simplified approach      
Securities trading and intermediation 5,957,540 (145,438) 5,812,102
Accounts receivable 1,285,777 (114,622) 1,171,155
Other financial assets 19,784,880 (40,227) 19,744,653
       
Total losses for on-balance exposures 128,274,700 (824,378) 127,460,322
       
Off-balance exposures (v) 9,346,022 (22,304) 9,323,718
       
Total exposures 137,620,722 (846,682) 136,784,040

 

(i)Financial assets considered in Stage 1.

(ii)As of September 30, 2025 are presented in Stage 1: Gross amount of R$ 31,448,628 and ECL of R$ 108,709; Stage 2: Gross amount of R$ 2,577,619 and ECL of R$ 78,554; Stage 3: Gross amount of R$ 511,201 and ECL of R$ 299,483, respectively.

(iii)Gross amount: As of September 30, 2025 there were transfers between Stage 1 to Stage 2 of R$ 1,279,049; Stage 1 to Stage 3 of R$ 257,161; Stage 2 to Stage 1 of R$ 993,479; Stage 2 to Stage 3 of R$ 110,782; Stage 3 to Stage 1 of R$ 3,835 and Stage 3 to Stage 2 of R$ 4,180.

(iv)Expected credit loss: As of September 30, 2025 there were transfers between Stage 1 to Stage 2 of R$ 35,031; Stage 1 to Stage 3 of R$ 138,461; Stage 2 to Stage 1 of R$ 4,611; Stage 2 to Stage 3 of R$ 88,567; Stage 3 to Stage 1 of R$ 81 and Stage 3 to Stage 2 of R$ 828.

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

(vi)The loss allowance for ECL of R$ 10,000 on securities at fair value through other comprehensive income does 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 nine months period ended September 30, 2025, there was R$ 168,224 of credit write-off, included in ‘Expected credit losses’, in the Group’s consolidated statement of income.

 

25 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

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

 

(i)Financial assets considered in Stage 1.

(ii)As of December 31, 2024 are presented in Stage 1: Gross amount of R$ 26,337,288 and ECL of R$ 79,029, 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.

 

 

11.Investments in associates and joint ventures

 

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

 

Entity

December 31, 2024

Acquisitions

Capital contributions/ (reductions)

Disposal

Equity in earnings

Dividends received

Other changes (iv)

Goodwill (i)

September 30, 2025

Equity-accounted method                  
Associates (ii.a) 1,972,501  56,788 (14,406)  -  60,772  (41,182)  (51,010)  151,767  2,135,230
Measured at fair value                
Associates (iii) 1,546,278  2,245  -  (1,111)  -  -  -  -  1,547,412
 Total 3,518,779  59,033 (14,406)  (1,111)  60,772  (41,182)  (51,010)  151,767  3,682,642

 

26 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

Entity December 31, 2023  

Changes in Equity (iii)

Equity in earnings / Fair value Other comprehensive income September 30, 2024
Equity-accounted method            
Associates (i.a) 1,657,956   274,899  44,836  - 1,977,691
Measured at fair value            
Associates (ii) 1,450,704    3,583 (654) -  1,453,633
 Total 3,108,660    278,482 44,182  -  3,431,324

 

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

 

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

 

(a) Associates - Wealth High Governance Holding de Participações S.A. (49.9% of the total and voting capital on September 30, 2025 and December 31, 2024); NK112 Empreendimentos e Participações S.A. (49.9% of the total and voting capital on September 30, 2025 and December 31, 2024); Ável Participações Ltda. (“Ável”) (35% of the total and voting capital on September 30, 2025 and December 31, 2024); Monte Bravo Holding JV S.A. (45% of the total and voting capital on September 30, 2025 and December 31, 2024); Blue3 S.A. (42% of the total and voting capital on September 30, 2025 and December 31, 2024); FMX Capital S.A. (36% of the total and voting capital on September 30, 2025 and December 31, 2024); SVN S.A (25% of the total and voting capital on September 30, 2025 and December 31, 2024); Manchester Assessores de Investimentos Ltda. (16% of the total and voting capital on September 30, 2025 and December 31, 2024), Nomos Partnership Ltda. (35% of the total and voting capital on September 30, 2025), Kona Participações 2 S.A (27,5% of the total and voting capital on September 30, 2025), Criteria Holding Investimento S.A (20% of the total and voting capital on September 30, 2025) and Center XP Holding S.A (35% of the total and voting capital on September 30, 2025).

 

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

 

(iv) In the nine months period ended September 30, 2025, includes an amount of R$ 20,241 related to amortization of identifiable assets, in connection with the minority stake acquisitions disclosed in Note 2(d)(i).

 

 

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

 

a)Changes in the period

 

 

Property and equipment

Intangible assets

     
As of January 1, 2024 373,362  2,502,045 
Additions 117,618  126,591 
Business combination (i) -  103,544 
Write-offs (14,515) (20,534)
Disposals (10,000) - 
Foreign exchange 11  331 
Depreciation / amortization in the period (31,419) (115,902)
As of September 30, 2024 435,057  2,596,075 
Cost 608,803  2,940,436 
Accumulated depreciation / amortization (173,746) (344,361)
   

As of January 1, 2025
449,956   2,634,449
Additions 152,543  187,521 
Write-offs (4,003) (19,410)
Disposals (ii) (135,798)  - 
Foreign exchange 304  (12)
Depreciation / amortization in the period

(42,432)

(99,150)

As of September 30, 2025

420,570

2,703,398

Cost  631,804  3,037,265
Accumulated depreciation / amortization  (211,234)  (333,867)

 

27 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

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

 

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

 

b)Impairment test for goodwill

 

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

 

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

 

c)Leases

 

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

 

 

Right-of-use assets

 

Lease Liabilities

As of January 1, 2024 281,804    304,762 
Additions (i) 150,895    151,335 
Depreciation expense (58,504)   - 
Write-off (22,555)   - 
Interest expense -    14,491 
Revaluation 978   
Cancellation (13,515)   (13,515)
Effects of exchange rate 7,639    8,466 
Payment of lease liabilities -    (114,679)
As of September 30, 2024 346,742    350,860 
Current -    6,736 
Non-current 346,742    344,124 
     
 

Right-of-use assets

 

Lease Liabilities (ii)

As of January 1, 2025 313,141    311,347 
Additions (i) 114,026    114,026 
Depreciation expense (64,583)   - 
Interest expense -   12,067 
Revaluation 978   - 
Cancellation (27,934)   (27,934)
Effects of exchange rate (9,441)   (11,272)
Payment of lease liabilities -    (96,613)
As of September 30, 2025 326,187     301,621
Current  66,776    31,806
Non-current  259,411    269,815

 

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

(ii)Note 15(b).

 

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

 

28 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

13.Financing Instruments Payable

 

 

September 30, 2025

 

December 31, 2024

Market funding operations (a) 101,772,927   88,483,485
Deposits 60,176,369   53,506,617
Demand deposits 1,225,838   1,243,221
Time deposits 58,506,840   51,638,802
Interbank deposits 443,691   624,594
Financial bills 16,531,309   14,193,253
Structured notes 24,019,567   20,104,840
Others 1,045,682   678,775
Debt securities (b) 4,964,550   6,764,997
Debentures -   1,251,256
Bond 4,964,550   5,513,741
Total 106,737,477   95,248,482
       
Current 62,064,680   52,036,137
Non-current 44,672,797   43,212,345

 

(a)Market funding operations maturity

 

September 30, 2025              
 Class Within 30 days From 31 to 60 days From 61 to 90 days From 91 to 180 days From 181 to 360 days After 360 days Total
Demand deposits 1,225,838 - - - - - 1,225,838
Time deposits 9,208,650 5,691,047 6,581,864 17,946,113 7,408,760 11,670,406 58,506,840
Interbank deposits 20,589 - - - 319,588 103,514 443,691
Financial bills 731,287 60,837 944,089 499,131 3,293,919 11,002,046 16,531,309
Structured notes 80,652 53,303 170,679 590,836 3,774,101 19,349,996 24,019,567
Others  196,752  135,225  -  106,994  605,365  1,346  1,045,682
Total  11,463,768  5,940,412  7,696,632  19,143,074  15,401,733  42,127,308  101,772,927

 

 

December 31, 2024

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

 

 

(b)Debt securities maturity

 

The total balance is comprised of the following issuances:

 

   

September 30, 2025

 

December 31, 2024

  Rate type Up to 1 year 1-5 years Total   Up to 1 year 1-5 years Total
Bonds (i) Fixed rate 2,419,061 2,545,489 4,964,550   359,544 5,154,197 5,513,741
Debentures (ii) Floating rate - - -   1,251,256 - 1,251,256
Total   2,419,061 2,545,489 4,964,550   1,610,800 5,154,197 6,764,997
Current        2,419,061       1,610,800
Non-current       2,545,489       5,154,197

 

29 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

(i)XP Inc Bonds

 

On July 1, 2021, XP Inc. concluded the issuance of a gross of US$750 million senior unsecured notes with net proceeds of US$739 million (R$ 3,697 million) with maturity on July 1, 2026, and bear interest at the rate of 3.25% per year, guaranteed by XP Investimentos S.A. The principal amount will be paid on the maturity date and the interest is amortized every six months.

 

On July 2, 2024, XP Inc concluded an issuance of senior unsecured notes in an aggregate principal amount of US$500 million (R$ 2,793 million), with an interest rate of 6.75% and maturity date on July 2, 2029. The notes will be guaranteed by XP Investimentos S.A. The Company used the net proceeds from the offering of the notes to partially repurchase an amount equal to US$287 million of the 3.25% outstanding senior unsecured notes mentioned above.

 

 

(ii)XP Investimentos debentures

 

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

 

 

14.Borrowings

 

  Annual interest rate %   Maturity   September 30, 2025   December 31, 2024
               
Banco Citi México (i) Term SOFR(*)+0.60%   July 2025    -    1,666,432
Banco Santander Term SOFR(*)+0.79%   December 2025    959,957   -
Bank of America (ii) 4.410%   October 2025    192,629   -
Bank of America (iii) 4.410%   November 2025    192,629   -
Bank of America 4.250%   August 2026    230,320   -
Total         1,575,535   1,666,432
               
Current         1,575,535   1,666,432
Non-current         -   -


(*) Secured Overnight Financing Rate (SOFR).

 

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

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

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

 

 

15.Other financial assets and financial liabilities

 

a)Other financial assets

 

  September 30, 2025  

December 31, 2024

Foreign exchange portfolio  17,582             2,231,898
Compulsory deposits at Brazilian Central Bank  8,611,130            6,596,467
Other deposits at Brazilian Central Bank (i)  10,084,998            4,343,999
Other  1,071,170   84,825 
(-) Expected losses (ii)  (40,227)                (24,192)
Total  19,744,653           13,232,997
       
Current  18,028,403           11,919,324
Non-current  1,716,250             1,313,673

 

30 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

(i) As of September 30, 2025, the amount of R$ 10,084,998 (December 31, 2024 - R$ 4,343,999) is being presented as cash equivalents in the statements of cash flows.

 

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

 

b)Other financial liabilities

 

  September 30, 2025  

December 31, 2024

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

 

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

(ii) Contractual contingent considerations obligations are mostly associated with the acquisition of participation in associates. The maturity of total contingent consideration payment is up to 3 years and the contractual maximum amount payable is R$ 300,000 (the minimum amount is zero).

 

 

16.Other assets and other liabilities

 

a)Other assets

 

  September 30, 2025   December 31, 2024
Energy contracts (i)  4,967,067   5,164,402
Other  333,010   363,788
Total

5,300,077

  5,528,190

 

 

b)Other liabilities

 

  September 30, 2025   December 31, 2024
Energy contracts (i)  625,118   1,012,855
Other  22,227   67,235
Total

647,345

  1,080,090

 

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

 

31 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

17.Retirement plans and insurance liabilities

 

a) Retirement plans

 

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

 

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

 

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

 

2025

2024

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

 

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

  2025
 

Liability for Remaining Coverage (“LRC”)

Liability for Incurred Claims (“LIC”)

As of January 1,  -  -
Cash flows  5,229,859  (113,914)
Acquisition cash flows paid  (151)  - 
Claims and other expenses paid  -   (113,914)
Premiums received  5,230,010  - 
Statement of income (i)  21,815  113,914
As of September 30,  5,251,674  - 

 

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

 

 

2025

2024

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

 

b) Insurance liabilities

 

 

2025

2024

 

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  136,526  (10,963)  101,141  (2,678)
Acquisition cash flows paid  (18,827) -   (8,340)  -
Claims and other expenses paid  -  (10,963)  -  (2,678)
Premiums received  155,353  -  109,481  -
Statement of comprehensive income 9,790 -  - 
Statement of income (i) 879  14,455  (39,656) 2,822 
As of September 30,  262,187  8,082  98,275  459

 

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

 

32 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

 

2025

2024

Total insurance liabilities as of September 30, 270,269 98,734

 

18.Income tax

 

a)Deferred income tax

 

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

 

Balance sheet  

Net change in the nine months period ended September 30,

 

September 30, 2025

December 31, 2024   2025 2024
           
Tax losses carryforwards  1,887,451 1,051,966     835,485 313,731 
Goodwill on business combinations (i)  66,051 51,319     547 (2,929)
Revaluations of financial assets at fair value  (284,400) 294,985     (579,385) (81,643)
Expected credit losses (ii)  418,808 334,008     84,800 (25,061)
Profit sharing plan  131,903 298,538     (166,635) (138,765)
Net gain/(loss) on hedge instruments  (38,389) (31,854)    (6,535) (5,734)
Share based compensation  677,084 558,744     118,340 123,733 
Controlled foreign corporation taxation (201,259) -    (201,259) (21,912)
Other provisions (71,417) (19,817)    (51,600) 117,634 
Total 2,671,135 2,622,645     48,490 311,079 
Deferred tax assets  3,050,840 2,887,935       
Deferred tax liabilities  (379,705) (265,290)      

 

(i)For Brazilian tax purposes, goodwill amortization expenses are deductible from the corporate income taxes calculation basis (i) over at least five years, on a straight-line basis, when the acquired entity is merged into the acquiring company or (ii) at once, as cost of acquisition, when the company is sold.

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

 

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

 

 

Nine months period ended September 30,

 

2025

2024

As of January, 1  2,622,645 2,017,771 
Foreign exchange variations 4,054  (16,348)
Charges to statement of income 346,946  - 
Tax relating to components of other comprehensive income (249,518) (105,392)
Other deferred taxes (52,992)

432,819 

As of September 30, 2,671,135 

2,328,850 

 

b)Income tax expense reconciliation

 

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

 

33 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

  Nine months period   Three months period
ended September 30,   ended September 30,
  2025 2024   2025 2024
Income before taxes  3,911,229 3,684,593   1,330,599 1,212,482
Combined tax rate in Brazil (a) 34% 34%   34% 34%
Tax expense at the combined rate  1,329,818 1,252,762   452,404 412,244
           
Effects from entities taxed at different rates  (25,076) 179,412    (33,468) 30,695
Effects from entities taxed at different taxation regimes (b)  (978,876) (728,783)    (345,504) (237,631)
Intercompany transactions with different taxation  (182,696) (234,870)    (17,185) (155,905)
Tax incentives and related donation programs  (2,342) (3,759)    (554) 1,177
Nondeductible expenses (non-taxable income), net  (117,187) (114,263)    (55,198) (24,710)
Total  23,641 350,499    495 25,870
           
Current  370,587 302,598    133,589 (67,304)
Deferred  (346,946) 47,901    (133,094) 93,174
Total expense / (credit)  23,641 350,499    495 25,870

 

(a)Considering that XP Inc. is domiciled in Cayman and there is no income tax in that jurisdiction, the combined tax rate of 34% demonstrated above is the current rate applied to XP Holding Finance S.A., which is the holding company of mostly of the 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 are subject to 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 61,302  -  61,302 
Gains/(losses) on net investment hedge (57,327) -  (57,327)
Changes in the fair value of financial assets at fair value

(1,068,273)

432,821 

(635,452)

As of September 30, 2024

(1,064,298)

432,821 

(631,477)

   
Foreign exchange variation of investees located abroad  (108,334)  -  (108,334)
Gains/(losses) on net investment hedge  91,814  -  91,814
Changes in the fair value of financial assets at fair value  678,298  (249,518) 428,780 
Other

(9,790)

(9,790)

As of September 30, 2025

651,988

(249,518)

402,470

 

19.Equity

 

(a)Issued capital

 

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

 

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

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

 

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

 

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

 

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

 

34 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

(b)Additional paid-in capital and capital reserve

 

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

 

·Each holder of a Class B common share is entitled, 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 September 30, 2025, the outstanding number of shares reserved under the plans were 16,909,495 restricted stock units (“RSUs”) (December 31, 2024 – 14,426,088) and 579,540 performance stock units (“PSUs”) (December 31, 2024 – 579,540) to be issued at the vesting dates.

 

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

 

(c)Treasury shares

 

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

 

During the nine months period ended September 30, 2024, the Company repurchased 12,650,574 Class A common shares (R$ 1,248,548) and canceled 12,650,574 Class A common shares (R$ 1,248,548) held in treasury.

 

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

 

As of September 30, 2025, the Group held 1,583,853 Class A common shares (December 31, 2024 – 1,327,100) and 1,056,308 Class B common shares (December 31, 2024 – 1,056,308) in treasury, totaling an amount of R$ 271,362 (December 31, 2024 – R$ 222,180).

 

(d)Dividends distribution

 

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

 

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

 

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

 

35 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

(e)Other comprehensive income

 

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

 

20.Related party transactions

 

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

 

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

 

21.Provisions and contingent liabilities

 

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

 

 

September 30, 2025

  December 31,2024
Tax contingencies                     1,540   1,540
Civil contingencies                  61,018   58,738
Labor contingencies               107,773   85,895
Total provision 170,331   146,173
       
Judicial deposits (i) 55,546   35,411

 

(i)There are circumstances in which the Group is questioning the legitimacy of certain litigations or claims 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

 

 

Nine months period ended

September 30,

 

Three months period ended

September 30,

  2025 2024   2025 2024
At the beginning of period 146,173  97,678    161,769  128,980 
Monetary correction 79,953 35,669     37,390 8,106 
Provision accrued 68,048 55,686     27,029 5,698 
Provision reversed  (82,941) (37,732)    (38,420) (4,213)
Payments  (40,902) (16,696)    (17,437) (3,966)
At the end of period 170,331 134,605     170,331 134,605 

 

36 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 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 September 30, 2025, there were 723 (December 31, 2024 - 681) civil and administrative claims for which the likelihood of loss has been classified as probable, in the amount of R$ 61,018 (December 31, 2024 - R$ 58,738).

 

b)Labor

 

Labor claims to which the Group is party primarily concern: (i) the existence (or otherwise) of a working relationship between the Group and IFAs; and (ii) severance payment of former employees. As of September 30, 2025, the Company and its subsidiaries are defendants in 354 cases (December 31, 2024 - 275) involving labor matters for which the likelihood of loss has been classified as probable, in the amount of R$ 107,773 (December 31, 2024 - R$ 85,895).

 

Contingent liabilities - probability of 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$ 3,515,148 (December 31, 2024 - R$ 2,481,746).

 

Below these claims are summarized by nature:

 

 

September 30, 2025

  December 31, 2024
Tax (i) (ii) (iii)  2,065,936   1,338,518
Civil (iv)  1,306,731   970,615
Labor (v)  142,481   172,613
Total 3,515,148   2,481,746

 

(i)Employees Profit Sharing Plans: In 2015, 2019, 2021, 2022, 2024 and 2025 tax authorities issued assessments against the Group mainly related to allegedly unpaid social security contributions on amounts due and paid to employees as profit sharing plans related to the calendar years of 2011, 2015, 2017, 2018, 2019, 2020 and 2021. According to the tax authorities, the Group’s 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$ 24,004.

 

b.Tax assessment related to 2015: The first and the second administrative appeals were denied, and currently the Group awaits judgment on the appeal before the CSRF. The amount claimed is R$58,565.

 

c.Tax assessment related to 2017: In this case, in addition to the claim related to the employees’ 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$ 135,566.

 

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$ 164,810.

 

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 the provisions of Law 10,101/00. Currently, the appeal awaits a new judgment by the Court. The total amount claimed is R$ 198,902.

 

37 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

f.Tax assessment related to 2019: Currently awaiting judgement by the CARF, since the administrative appeal was denied. The amount claimed is R$ 221,811.

 

g.Tax assessment related to 2020: Currently awaiting judgement by the CARF, since the administrative appeal was denied. The total amount claimed is R$ 392,526.

 

h.Tax assessment related to 2021: An administrative appeal was filed against the assessment, which awaits judgement by the RFB. The total amount claimed is R$ 571,396.

 

(ii)Amortization of goodwill: The Group also received five tax assessments in which the tax authorities challenge 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, one of the proceedings is pending judgment by the RFB and the other four 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$ 112,690.

 

(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 amounts under discussion with a 65% reduction. The remaining amount still pending is R$ 900, which will be paid in 9 equal monthly installments. According to Note 2.d.iii, Banco Modal was incorporated by Banco XP.

 

(iv)The Group is defendant in 2,673 (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 228 (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:

 

  Nine months period ended
September 30,
               Three months period ended September 30,
  2025 2024   2025 2024
Major service lines          
Brokerage commission  1,501,853 1,611,694     500,959 575,501 
Securities placement  1,614,470 1,745,489     682,185 569,516 
Management fees  1,340,419 1,298,882     486,578 445,614 
Insurance brokerage fee  179,998 161,439     61,813 60,646 
Commission fees  830,901 679,325     305,364 211,103 
Other services  616,860 516,315     268,448 240,688 
Gross revenue from services rendered  6,084,501 6,013,144     2,305,347 2,103,068 
(-) Sales taxes and contributions on services (i)  (549,604) (500,199)    (214,882) (162,583)
Net revenue from services rendered  5,534,897 5,512,945     2,090,465 1,940,485 

 

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

 

38 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

b)Net income/(loss) from financial instruments

 

  Nine months period ended
September 30,
                  Three months period ended September 30,
  2025 2024   2025 2024
Net income/(loss) from financial instruments at fair value through profit or loss  11,770,345 8,217,473     4,332,420 3,336,515 
Net income/(loss) from financial instruments measured at amortized cost and at fair value through other comprehensive income  (3,686,897) (921,108)    (1,695,480) (903,114)
Total income from financial instruments  8,083,448 7,296,365     2,636,940 2,433,401 
(-) Taxes and contributions on financial income  (157,684) (218,388)    (66,719) (55,078)
Net income/(loss) from financial instruments  7,925,764 7,077,977     2,570,221 2,378,323 

 

 

c)Disaggregation by geographic location

 

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

 

  Nine months period ended
September 30,
                  Three months period ended September 30,
  2025 2024   2025 2024
Brazil  10,176,806 12,043,660    3,026,608 4,124,683
Other countries  3,283,855 547,262    1,634,078 194.125
Revenues  13,460,661 12,590,922    4,660,686 4,318,808
           
 

September 30, 2025

December 31, 2024      
Brazil 16,890,587 16,399,995      
Other countries 217,607 860,308      
Selected assets (i)  17,108,194  17,260,303      

 

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

 

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

 

23.Operating costs

 

 

Nine months period ended

September 30,

 

Three months period ended

September 30,

  2025 2024   2025 2024
Commission and incentive costs  2,564,403 2,601,615    901,524 902,254
Operating losses  145,185 127,015    53,259 49,343
Other costs  1,283,750 1,058,445    436,171 380,256
Clearing house and proprietary funds fees  488,669 421,864    160,563 153,654
Third parties’ services  117,928 54,420    81,206 19,212
Credit card cashback  366,765 318,202    129,578 97,860
Other  310,388 263,959    64,824 109,530
Total  3,993,338 3,787,075    1,390,954 1,331,853

 

39 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

24.Operating expenses by nature

 

Nine months period ended

September 30,

 

Three months period ended

September 30,

  2025 2024   2025 2024
           
Selling expenses (a) 214,154 107,532   77,209 42,557
           
Administrative expenses 4,706,412 4,472,558   1,685,471 1,564,955
Personnel expenses 3,125,897 2,969,039   1,141,750 984,391
Compensation 1,338,186 1,127,936   461,435 423,445
Employee profit-sharing and bonus 1,209,241 1,145,819   449,560 347,810
Other personnel expenses (b) 578,470 695,284   230,755 213,136
Other taxes expenses 46,250 74,744   16,687 17,383
Depreciation of property and equipment and right-of-use assets 107,015 89,923   34,742 31,135
Amortization of intangible assets and investments 119,391 115,902   40,964 40,869
Data processing 751,805 636,490   212,644 220,123
Technical services 113,886 103,327   47,285 35,976
Third parties' services 199,360 255,784   98,979 142,077
Other administrative expenses (c) 242,808 227,349   92,420 93,001
Total 4,920,566 4,580,090   1,762,680 1,607,512

 

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

 

25.Other operating income (expenses), net

 

Nine months period ended

September 30,

 

Three months period ended

September 30,

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

 

(a) Includes incentives received from third parties, mainly due to the joint development of retail products, and also the association of such entities with the XP ecosystem.
(b) Includes, mostly, (i) losses on write-off or disposals of property, equipment, intangible assets and leases, (ii) tax incentive expenses, (iii) fines and penalties expenses and (iv) charity expenses.

 

40 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 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 nine months period ended September 30, 2025.

 

    RSUs   PSUs   Total
(In thousands, except weighted-average data, and where otherwise stated)   Number of units   Number of units   Number of units
             
Outstanding, January 1, 2025   14,426,088    579,540   15,005,628 
Granted    4,103,213    -     4,103,213
Forfeited    (744,006)    -     (744,006)
Vested    (875,800)    -     (875,800)
Outstanding, September 30, 2025    16,909,495    579,540    17,489,035

 

For the nine and three months periods ended September 30, 2025, the total compensation expense of both plans was, respectively, R$ 487,631 and R$ 167,119 (2024 - R$ 480,766 and R$ 152,437), including R$ 59,758 and R$ 24,895 of tax provisions (2024 - R$ 120,499 and R$ 6,018) and does not include any tax benefits on total share-based compensation expense once this expense is not deductible for tax purposes. The tax benefits will be perceived when the shares are converted into common shares.

 

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

 

27.Earnings per share (basic and diluted)

 

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

 

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

 

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

 

 

     Nine months period ended

September 30,

 

Three months period ended

September 30,

  2025 2024   2025  2024
Net income attributable to owners of the parent  3,874,081 3,333,203    1,319,620 1,185,936
Basic weighted average number of outstanding shares (i)(iii)  529,700 542,882    526,034 536,455
Basic earnings per share – R$ 7.3137 6.1398   2.5086 2.2107
Effect of dilution          
Share-based plan (ii) (iii)  7,184 8,076    8,893 7,995
Diluted weighted average number of outstanding shares (iii)  536,884 550,958    534,927 544,450
Diluted earnings per share – R$  7.2159 6.0498    2.4669 2.1782

 

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

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

(iii)Thousands of shares.

 

41 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 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:

 

42 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

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

 

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

 

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

 

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

 

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

 

Transfers into and out of fair value hierarchy levels are analyzed at the end of each consolidated financial statement.

 

43 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

29.Management of financial risks and financial instruments

 

(a) Overview

 

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

 

(b) Risk management structure

 

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

 

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

 

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

 

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

 

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

 

Sensitivity analysis

 

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

 

       

September 30, 2025

Trading portfolio

Exposures

Scenarios

Risk factors

Risk of variation in:

I

II

III

Fixed interest rate Fixed interest rate in Reais             (473)      (127,190)      (218,389)
Exchange coupons Foreign currencies coupon rate             (358)        (34,487)        (77,467)
Foreign currencies Exchange rates          (1,310)     319,138      328,158  
Price indexes Inflation coupon rates             (178)        (44,068)        (62,285)
Shares Shares prices          (2,314)        (47,520)      (135,085)
Commodities Commodities price             (336)        (28,728)       59,483  
             (4,969)       37,145       (105,585)

  

44 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

As of September 30, 2025

In thousands of Brazilian Reais, unless otherwise stated

 

       

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 Investimentos CCTVM, XP DTVM and XP Serviços Financeiros DTVM), under BACEN regulation regime, is required to maintain a minimum capital and follow aspects from the Basel Accord.

 

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

 

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

 

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

 

45 

XP Inc. and its subsidiaries

Notes to unaudited interim condensed consolidated financial statements

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

 

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

 

ii)Cash reconciliation for operating, investing and financing activities

 

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

 

During the nine months period ended September 30, 2025, the Group paid R$ 271,269 in connection with the minority stake acquisitions disclosed in note 2(d)(i). The Group also paid a total amount of R$ 119,182 in contingent consideration arrangements, due to the achievement of the triggers provided for in the shareholders’ agreement with its associates.

 

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

 

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

 

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

 

32.Subsequent events

 

On November 17, 2025, the Board of Directors approved (i) the distribution of dividends in the amount equivalent to US$ 0.18 per share, which is scheduled to be paid on December 18, 2025 and (ii) a share buy-back program under which XP may repurchase up to the amount equivalent to R$1.0 billion of its outstanding Class A common shares over a period beginning on November 18, 2025, continuing until the earlier of the completion of the repurchase or November 18, 2026, depending on market conditions.

 

46