Itau Unibanco Amends XP Inc. Stake, Remains Passive Investor

TL;DR

**Itau Unibanco still holds a big, passive chunk of XP Inc., signaling stability.**

AI Summary

Itau Unibanco Holding S.A. filed an Amendment No. 4 to its SC 13G/A on January 29, 2024, regarding its ownership of Class A Common Shares of XP Inc. This filing updates their previous disclosures, indicating a continued significant, but passive, stake in XP Inc. For investors, this means a major financial institution remains invested in XP Inc., potentially signaling long-term confidence, but the 'passive' nature suggests they aren't looking to influence company management.

Why It Matters

This filing confirms Itau Unibanco's ongoing, substantial investment in XP Inc., which can be seen as a vote of confidence from a major financial player, potentially reassuring current and prospective shareholders.

Risk Assessment

Risk Level: low — The filing indicates a passive investment, suggesting no immediate intent to disrupt XP Inc.'s operations or strategy, which reduces risk for current shareholders.

Analyst Insight

A smart investor would view this as a confirmation of a stable, long-term institutional holding in XP Inc., but it doesn't signal any new catalysts for significant price movement. It reinforces the status quo.

Key Players & Entities

• Itau Unibanco Holding S.A. (company) — the filer of the SC 13G/A
• XP Inc. (company) — the subject company whose shares are being reported
• ITB HOLDING LTD. (company) — a group member associated with the filing
• January 29, 2024 (date) — the date of the event requiring the filing
• $0.00001 (dollar_amount) — par value per Class A Common Share of XP Inc.

Forward-Looking Statements

• Itau Unibanco will maintain its passive investment in XP Inc. for the foreseeable future. (Itau Unibanco Holding S.A.) — high confidence, target: 2025-01-29
• XP Inc.'s stock price will not experience significant volatility directly due to this filing. (XP Inc.) — high confidence, target: 2024-02-29

FAQ

Key Financial Figures

• $0.00001 — suer) Class A Common Shares, par value $0.00001 per share ___________________________

Filing Documents

• ss2941736_sc13ga.htm (SC 13G/A) — 60KB
• ss2941736_ex99a.htm (EX-99.A) — 7KB
• 0000947871-24-000073.txt ( ) — 70KB

(a) Name of Issuer: XP Inc. (the "Issuer")

ITEM 1. (a) Name of Issuer: XP Inc. (the "Issuer") (b) Address of Issuer's Principal Executive Offices: Av. Chedid Jafet, 75, Torre Sul, 30th floor Vila Olímpia, São Paulo, Brazil

(a) Name of Person

ITEM 2. (a) Name of Person Filing: This Schedule 13G is being filed by Itaú Unibanco Holding S.A. and ITB Holding Ltd. (collectively, the "Reporting Persons"). ITB Holding Brasil Participações Ltda., a direct and indirect wholly-owned subsidiary of Itaú Unibanco Holding S.A., holds 100% of the membership interests of ITB Holding Ltd. Itaú Unibanco Holding S.A. is controlled by IUPAR – Itaú Unibanco Participações S.A., a holding company organized under the laws of Brazil ("IUPAR"). IUPAR is jointly controlled by (i) Itaúsa S.A. ("Itaúsa"), a holding company organized under the laws of Brazil, and (ii) Companhia E. Johnston de Participações ("E. Johnston" and, together with IUPAR and Itaúsa, the "Controlling Shareholders"), a holding company organized under the laws of Brazil. Each of the Controlling Shareholders is in the business of investing in securities. (b) Address of Principal Business Office or, if None, Residence: The principal office and business address of Itaú Unibanco Holding S.A. is Praça Alfredo Egydio de Souza Aranha, No. 100, Torre Olavo Setubal, piso Itaú Unibanco, Parque Jabaquara, 04344-902, São Paulo, Brazil. The principal office and business address of ITB Holding Ltd. is Cainvest Bank and Trust Limited, P.O. BOX 1353, Harbour Place, 5th Floor, 103 South Church Street, George Town, Grand Cayman, Cayman Islands, KY1-1108. (c) Citizenship: Brazil (for Itaú Unibanco Holding S.A.) and Cayman Islands (for ITB Holding Ltd.). (d) Title of Class of Securities: Class A common shares, par value $0.00001 per share. (e) CUSIP No: G98239 109 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: Not Applicable.

OWNERSHIP

ITEM 4. OWNERSHIP. All ownership percentages assume that there are a total of 548,083,241 Class A and Class B common shares outstanding. The information incorporated by reference below applies to the applicable Reporting Person as of September 30, 2023 . (a) Amount beneficially owned: See row 9 of the cover sheet of the applicable Reporting Person. (b) Percent of class: See row 11 of the cover sheet of the applicable Reporting Person. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: See row 5 of the cover sheet of the applicable Reporting Person. (ii) Shared power to vote or to direct the vote: See row 6 of the cover sheet of the applicable Reporting Person. (iii) Sole power to dispose or to direct the disposition of: See row 7 of the cover sheet of the applicable Reporting Person. (iv) Shared power to dispose or to direct the disposition of: See row 8 of the cover sheet of the applicable Reporting Person. The Shareholders' Agreement, dated November 29, 2019, among XP Inc., XP Control LLC (f/k/a XP Controle Participações S.A., "XP Control"), General Atlantic (XP) Bermuda, L.P., IUPAR, Itaúsa, Itaú Unibanco Holding S.A., and certain intervening consenting parties, was terminated pursuant to the Termination of the Shareholders' Agreement dated July 6, 2023.

OWNERSHIP OF 5 PERCENT OR LESS OF A CLASS

ITEM 5. OWNERSHIP OF 5 PERCENT OR LESS OF A CLASS. Not applicable.

OWNERSHIP OF MORE THAN 5 PERCENT ON BEHALF OF ANOTHER PERSON

ITEM 6. OWNERSHIP OF MORE THAN 5 PERCENT ON BEHALF OF ANOTHER PERSON. Not Applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON. See Item 2 above.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. See Item 4 above.

NOTICE OF DISSOLUTION OF GROUP

ITEM 9. NOTICE OF DISSOLUTION OF GROUP. See Item 4 above.

CERTIFICATIONS

ITEM 10. CERTIFICATIONS. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. CUSIP Number: G98239 109 INDEX TO EXHIBITS Exhibit A: Joint Filing Agreement dated January 29, 2024, among the Reporting Persons. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 29, 2024 ITAÚ UNIBANCO HOLDING S.A. By: /s/ Renato da Silva Carvalho Name: Renato da Silva Carvalho Title: Officer By: /s/ Álvaro Felipe Rizzi Rodrigues Name: Álvaro Felipe Rizzi Rodrigues Title: Officer ITB HOLDING LTD. By: /s/ Renato da Silva Carvalho Name: Renato da Silva Carvalho Title: Director By: /s/ Carlos Henrique Donegá Aidar Name: Carlos Henrique Donegá Aidar Title: Director

View Full Filing

View this SC 13G/A filing on SEC EDGAR