エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2026
Commission File Number: 001-39155
XP Inc.
(Exact name of registrant as specified in its charter)
20, Genesis Close
Grand Cayman, George Town
Cayman Islands KY-1-1208
+55 (11) 3075-0429
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ☐ No ☒
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| XP Inc. | ||
| By: | /s/ Victor Andreu Mansur Farinassi | |
| Name: Victor Andreu Mansur Farinassi | ||
| Title: Chief Financial Officer | ||
Date: May 18, 2026
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated May 18, 2026 – XP Inc. Announces Cash Dividend and New Share Repurchase Program |
Exhibit 99.1
XP Inc. Announces Cash Dividend and New Share Repurchase Program
São Paulo, Brazil, May 18, 2026 – XP Inc. (Nasdaq: XP), announced today that its board of directors has approved two capital allocation actions: (i) the declaration of a cash dividend and (ii) the authorization of a new share repurchase program.
Cash Dividend
The Board declared a cash dividend of US$0.20 per Class A common share, payable on June 18, 2026, to shareholders of record as of June 10, 2026. The distribution is expected to total approximately R$500 million at current exchange rates.
New Buyback Program
The Board also authorized a new share repurchase program, allowing the Company to repurchase up to R$1.0 billion (or its USD equivalent) of its outstanding Class A common shares over a period beginning on May 19, 2026 continuing until the earlier of the completion of the repurchase or May 20, 2027, depending upon market conditions. XP’s board of directors will review the repurchase program periodically and may authorize adjustments to its terms and size or suspend or discontinue the repurchase program. XP expects to utilize its existing cash to fund repurchases made under the repurchase program.
The Board of Directors has authorized management to appoint a broker for the repurchase program to purchase the Class A common shares on its behalf in the open market. Such purchases may benefit from the safe harbors provided by Rule 10b-18 and/or Rule 10b5-1, promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.
The actual timing, number and value of shares repurchased under the repurchase program will depend on several factors, including constraints specified in Rule 10b-18, price, general business and market conditions, and alternative investment opportunities. The repurchase program does not obligate XP to acquire any specific number of shares in any period, and may be expanded, extended, modified or discontinued at any time.
About XP
XP is a leading, technology-driven platform and a trusted provider of low-fee financial products and services in Brazil. XP’s mission is to disintermediate the legacy models of traditional financial institutions by:
| · | Educating new classes of investors; |
| · | Democratizing access to a wider range of financial services; |
| · | Developing new financial products and technology applications to empower clients; and |
| · | Providing high-quality customer service and client experience in the industry in Brazil. |
XP provides customers with two principal types of offerings, (i) financial advisory services for retail clients in Brazil, high-net-worth clients, international clients and corporate and institutional clients, and (ii) an open financial product platform providing access to over 800 investment products including equity and fixed income securities, mutual and hedge funds, structured products, life insurance, pension plans, real-estate investment funds (REITs) and others from XP, its partners and competitors.
Forward Looking Statements
This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Words such as "expect," "anticipate," "should," "believe," "hope," “aim,” "target," "project," "goals," "estimate," "potential," "predict," "may," "will," "might," "could," "intend," variations of these terms or the negative of these terms and similar expressions are intended to identify these statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond XP Inc’s control. XP, Inc’s actual results could differ materially from those stated or implied in forward-looking statements due to several factors, including but not limited to: competition, change in clients, regulatory measures, a change the external forces among other factors.
For any questions, please contact:
Investor Contact: ir@xpi.com.br
IR Website: investors.xpinc.com