The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements as of December 31, 2025 and 2024 and for years ended December 31, 2025, 2024 and 2023 and the notes thereto, included elsewhere in this annual report. 87 FORM 20-F «Table of Contents The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of events may differ materially from those expressed or implied in such forward-looking statements as a result of various factors, including those set forth in “Cautionary Statement Regarding Forward-Looking Statements” and “Item 3. Key Information—D. Risk Factors.” A. Operating Results Overview XP is a leading, technology-driven platform and a trusted provider of low-fee financial products and services in Brazil. We have developed a mission-driven culture and a business model that we believe provide us with strong competitive advantages in our market. We use these 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 our clients, and providing what we believe is the highest-quality customer service experience in the industry in Brazil. We believe we have established ourselves as the leading alternative to the traditional banks, with a large ecosystem of retail investors, institutions and corporate issuers in local and international markets, with offices in Brazil, New York and Miami. Our XP Business Model has been developed over the course of our evolution and enables us to go to market in a very different way from the legacy models of the large traditional financial institutions. We believe our model provides us with a unique value proposition for our clients and partners and has enabled us to instill trust in the XP brands and begin to change the way investment services are sold in Brazil. This proprietary approach incorporates a unique combination of capabilities, services and technologies to deliver a highly differentiated and integrated client experience, with significant operating efficiency advantages that have enabled us to scale and grow profitably. Our technology-driven business model is asset-light and highly scalable. This enables us to generate scale efficiencies from increases in total Client Assets. We conduct most of our business online and through mobile applications and emphasize operational efficiency and profitability throughout our operations. These operating efficiencies enable us to generate strong cash flow in various market conditions, allowing us to continue investing in the growth of our business. Our business requires minimal capital expenditures to facilitate growth, with capital expenditures amounting to 2.7% of net revenues for the year ended December 31, 2025. 88 FORM 20-F «Table of Contents Key Business Metrics The following table sets forth our key business metrics as of and for the periods indicated. These supplemental business metrics are presented to assist investors to better understand our business and how it operates. As of and for the year ended December 31, 2025 2024 2023 Operating Metrics (Unaudited) Total Client Assets (in R$ billions) 1,491 1,286 1,122 Total Net Inflow (in R$ billions) 94.3 108.8 104.9 Annualized Retail Take Rate 1.25 % 1.29 % 1.28 % Active clients (in R$ thousands) 4,762 4,684 4,531 Headcount (EoP) 8,093 7,442 6,669 Total Advisors 18.0 18.2 17.2 Retail DATs (in R$ millions) 2.2 2.3 2.2 Retirement Plans Client Assets (in R$ billions) 95 81 73 Cards TPV (in R$ billion) 53 48 41 Loan Portfolio (in R$ billion) 35 29 29 Financial metrics (in R$ millions) Gross revenue and income 19,434 17,988 15,726 Retail (1) 14,584 13,489 11,791 Institutional 1,373 1,373 1,516 Corporate & Issuer Services(1) 2,733 2,289 1,576 Other 743 837 842 Total Revenue and Income 18,399 17,031 14,860 Gross Margin (%)(²) 68.2 % 68.6 % 68.0 % EBT 5,449 4,986 3,936 EBT Margin (%)(³) 29.6 % 29.3 % 26.5 % Net Income 5,169 4,515 3,899 Net Margin (%)(4) 28.1 % 26.5 % 26.2 % Adjusted Net Income 5,218 4,544 3,899 Adjusted Net Margin (%)(4) 28.4 % 26.7 % 26.2 % (1)Revenues associated with corporate clients, companies with annual revenues above R$700 million, were segregated from retail clients, which include individuals and companies with lower revenues. The change was motivated by the growth of the Corporate business. Revenue from Corporate clients is being reported in Corporate & Issuer Services. (2)Calculated as total revenue and income less operating costs, including expected credit losses, and divided by total revenue and income. (3)Calculated as income before income tax divided by total revenue and income. (4)Calculated as Net Income divided by total revenue and income. Total Client Assets Total client assets represent the aggregated value, as of the applicable measurement date, of assets serviced by XP across its different service models – including investment advisory, self-directed brokerage, and financial and wealth planning services, among others. Retail – Active Clients Active clients are the number of total clients served through XP, Rico, Clear and XP Investments brands, with Client Assets above R$100.00 or that have transacted at least once in the last thirty days. The majority of clients are individuals, but we also include retail, small and medium-sized enterprise clients and corporate clients that have investment accounts with us. 89 FORM 20-F «Table of Contents Retail – Gross Total Revenues Retail gross total revenues include all types of revenue and income streams directly related to retail clients, including, but not limited to: (1) management and performance fees from funds managed by our asset managers, and rebates from management and performance fees from mutual funds managed by third-party asset managers, that are distributed to our retail clients; (2) rebates from management fees from retirement plans funds issued by third-party insurance companies or XP VP that are distributed to our retail clients; (3) management fees from exclusive funds of high net worth retail clients; (4) brokerage commissions earned on trading of stock, futures and derivatives listed on the B3 (although we charge zero commissions on self-directed trading of equities on Rico and Clear, and of futures on the three brands); (5) securities placement fees earned on structured operations certificates (COEs) sales to retail clients; (6) the distribution fee component from securities placement fees earned on the sale of funds and fixed income and equity securities to retail clients; (7) net income from corporate, bank and government fixed income securities and from derivatives sold to retail clients; (8) net interest income from credit products, such as loans and credit cards (interchange fees included), and (9) net income earned on Float Balances, which we allocate in sovereign bonds; (10) net income earned on demand deposits; (11) insurance brokerage fees from insurance products sold to retail clients from third-party insurance companies and premiums from insurance products sold to retail clients by XP VP; (12) Digital Content revenues generated from selling XP Educação educational courses and content sold to retail clients and to non-client individuals, selling branded content articles, direct media advertisements on websites or mobile sites, Infomoney TV insertions, and other advertising and digital content fees generated by Infomoney; and (13) sale of research reports and educational courses to retail clients and other non-client subscribers. A portion of our management fees is calculated based on the performance of the mutual funds we manage or distribute. Institutional – Gross Total Revenues Institutional gross total revenues include all types of revenue and income streams directly related to Institutional clients — asset managers, pension fund managers, bank treasuries and private client desks, single and multi-family offices, corporate client treasuries, municipal and state pension fund managers and insurance companies, among others. These clients, across all regions such as Asia, Europe, the United States and Latin America (mainly Brazil), are served through our onshore and offshore trading desks and dedicated support teams in São Paulo and New York, both via electronic trading and voice platforms, and access a wide range of products and services, including products such as equities (cash, derivatives, stocks lending and index), fixed income government and corporate bonds, FX (spot, NDF, futures, derivatives), rates (futures, swaps and derivatives), commodities, XP Gestão and XP Vista mutual funds, among others. Therefore, we include in this line: (1) brokerage commissions on trades by Institutional clients; (2) the distribution fee component out of securities placement fees earned on the sale of fixed income and equity securities to Institutional clients; (3) management fees from funds managed by our asset managers and XP Vista and sold to Institutional clients; and (4) net income from corporate, bank and government fixed income securities and from derivatives sold to Institutional clients, among others. A portion of our management fees are calculated based on the performance of the mutual funds we manage or distribute. Corporate & Issuer Services – Gross Total Revenues Corporate & Issuer Services gross total revenues include capital markets security placement fees earned from corporate clients that hire XP for structuring, underwriting or placement of debt (such as Debentures, Infrastructure Bonds, CRIs, CRAs, FIDCs, LFs) or equity securities (IPOs, follow-ons, block trades and tender offers), the majority of which are sold to our retail clients given the breadth and reach of our platform. Corporate & Issuer Services revenues also include services such as M&A advisory, structured finance operations and other services, including derivatives, credit and treasury solutions. We define our corporate clients as entities with more than R$700 million in annual revenue. Other – Gross Total Revenues We include in Other gross revenues and income not allocated to Retail, Institutional and Corporate & Issuer Services solution categories, such as principal trading operations, which consists of investing our own net cash balances in low-risk securities, arbitrage transactions and other investments with limited exposure to market risk. 90 FORM 20-F «Table of Contents Review of 2025 Results Retail – Our number of active clients increased 2%, from 4,684 thousand as of December 31, 2024 to 4,762 thousand as of December 31, 2025. Retail daily average trades were 2.2 million for the year ended December 31, 2025, compared to 2.3 million for the year ended December 31, 2024. Retail Client Assets increased 17%, from R$1,081 billion as of December 31, 2024 to R$1,260 billion as of December 31, 2025, driven primarily by net inflows and the growth of our client base. Retail Gross Total Revenues increased 8%, from R$13,489 million for the year ended December 31, 2024 to R$14,584 million for the year ended December 31, 2025, mainly reflecting (i) growth in Client Assets and (ii) product mix and performance across solutions, including fixed income and certain cross-sell activities. Institutional – Institutional Gross Total Revenues totaled R$1,373 million for the year ended December 31, 2025, stable from R$1,373 million for the year ended December 31, 2024. Corporate & Issuer Services — Corporate & Issuer Services Gross Total Revenues totaled R$2,733 million for the year ended December 31, 2025, a 19% increase from R$2,289 million for the year ended December 31, 2024. This increase was primarily attributable to stronger Debt Capital Markets activity, higher advisory-related revenues and our ability to cross-sell and deliver a broader set of solutions to our Corporate Clients, such as derivatives and credit. Corporate & issuer and institutional activities together represent our wholesale-related performance, which may vary with capital markets conditions, issuance volumes, spreads and the timing of transactions. As a result, our total revenue and income increased 15%, from R$17,031 million for the year ended December 31, 2024 to R$18,399 million for the year ended December 31, 2025. Selling expenses increase 98%, from R$149 million to R$294 million, for the year ended December 31, 2025 and administrative expenses increased 7%, from R$6,001 to R$6,419 million for the same period, driven by higher personnel expenses and data processing. The increase in expenses and revenue resulted in a 9% higher income before income tax. Our tax expense was R$192 million lower in the year ended December 31, 2025, resulting in a higher net income, from R$4,515 million for the year ended December 31, 2024 to R$5,169 million for the year ended December 31, 2025, and a net margin increase from 26.5% to 28.1%. Adjusted Net Income also increase from R$4,544 million for the year ended December 31, 2024 to R$5,218 million for the year ended December 31, 2025, and a adjusted net margin increase from 26.7% to 28.4%. Review of 2024 Results Retail – Our number of active clients increased 3%, from 4,531 thousand as of December 31, 2023 to 4,684 thousand as of December 31, 2024. The daily average trades for the year ended December 31, 2024 was 2.3 million, 4% lower compared with the year ended December 31, 2023. Driven by a monthly average net inflow of R$9 billion, our Total Client Assets increased 9% from R$1,122 billion as of December 31, 2023 to R$1,227 billion as of December 31, 2024. Also, there’s a natural organic growth due to the expansion of our client base. Retail Gross Total Revenues increased 14% from R$11,791 million for the year ended December 31, 2023 to R$13,489 million for the year ended December 31, 2024, attributable mostly to (1) growth in the client base and total Client Assets and (2) increased performance from products such as fixed income, credit cards and other retail revenue. Institutional – gross revenues totaled R$1,373 million for the year ended December 31, 2024, a 9% decrease from R$1,516 million for the year ended December 31, 2023, mainly due to lower trading activity. Corporate & Issuer Services – gross revenues totaled R$2,289 million for the year ended December 31, 2024, a 45% increase from R$1,576 million for the year ended December 31, 2023. This increase was attributable to a strong performance in Debt Capital Markets (DCM). The robust activity in DCM was driven by (1) favorable market conditions, that allowed the company to capitalize on high demand for debt financing solutions, thereby securing substantial deal flow and revenue, and (2) a lower cost of capital and funding for XP, which increase our competitiveness in underwriting . Simultaneously, the company experienced higher M&A advisory fees, reflecting its strategic effectiveness in navigating complex transactions and integrations for clients, along with more transactions with corporate clients with derivative instruments. 91 FORM 20-F «Table of Contents As a result, our total revenue and income increased 15%, from R$14,860 million for the year ended December 31, 2023 to R$17,031 million for the year ended December 31, 2024. The year ended December 31, 2024 was also marked by an increase in technology solutions associated with new products, infrastructure and also in expanding our employee base. Selling expenses decreased 12%, from R$169 million to R$149 million, for the year ended December 31, 2024 and administrative expenses increased 10%, from R$5,461 million to R$6,001 million for the same period, driven by higher personnel expenses and data processing. The increase in expenses and revenue resulted in a 27% higher income before income tax. Our tax expense was R$434 million higher in the year ended December 31, 2024, resulting in a higher net income, from R$3,899 million for the year ended December 31, 2023 to R$4,515 million for the year ended December 31, 2024, and a net margin increase from 26.2% to 26.5%. Adjusted Net Income also increase from R$3,899 million for the year ended December 31, 2023 to R$4,544 million for the year ended December 31, 2024, and adjusted net margin increase from 26.2% to 26.7%. Non-GAAP Financial Measures This annual report presents our Adjusted Net Income and its respective reconciliation for the convenience of investors, which is a non-GAAP financial measures. A non-GAAP financial measure is generally defined as a numerical measure of historical or future financial performance, financial position or cash flows that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the most comparable GAAP measure. For further information on why our management chooses to use these non-GAAP financial measures, and on the limits of using these non-GAAP financial measures, please see “Presentation of Financial and Other Information—Special Note Regarding Non-GAAP Financial Measures.” Adjusted Net Income As of December 31 2025 2025 2024 2023 (US$)(1) (R$) (in millions) Net Income 940 5,169 4,515 3,899 PSU expiration expenses 2 10 (12) — Tax expenses 7 39 41 — Adjusted Net Income 949 5,218 4,544 3,899 (1)For convenience purposes only, amounts in reais as of December 31, 2025 have been translated to U.S. dollars using an exchange rate of R$5.502 to US$1.00, the commercial selling rate for U.S. dollars as of December 31, 2025 as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “—Exchange Rates” for further information about recent fluctuations in exchange rates Significant Factors Affecting Our Results of Operations We believe that our results of operations and financial performance are driven by the following factors: Growth of Our Retail Client Assets We generate a significant portion of our revenues from fees derived from our balance of Retail Client Assets, including advisory fees, commissions, distribution fees from product manufacturers and asset management fees across various solution categories. This income is primarily driven by: •Current Balance of Retail Assets from Existing Clients – We provide our existing clients with a large range of financial products and services in which to invest their existing assets already on our platform. Depending on the mix of products and services that our clients choose, we generate numerous forms of income from our current balance of Client Assets. As our clients choose to diversify their portfolios and shift their investments from one product to another, we can generate new income from our current balance of Client Assets. •New Assets from Existing Clients – As our clients enjoy the XP client experience, many choose to add more money into their accounts. They may use these additional funds to acquire (1) a greater amount of their existing products and services or (2) diversify their portfolios by purchasing additional products and services in new categories. For example, a customer with a portfolio of equity securities may purchase additional equity products and diversify into fixed income products. As our clients add more money to their accounts, we generate additional income from the new balance of Client Assets introduced onto our platform. 92 FORM 20-F «Table of Contents •New Assets from New Clients – As our omni-channel distribution and brands continue to grow, we attract and onboard new clients onto our platform who fund their accounts with new money. We generate additional income from the new balance of Client Assets introduced by these new clients. Given the size and economies of scale of our platform and the recurring nature of our revenues due to our business model, we generate a significant amount of our revenues from our current balance of Client Assets and new Client Assets from existing clients. , versus Client Assets from new clients (activated within the last twelve months). Adoption of Our Retail Financial Products and Services We grow our Client Assets, in part, by providing an open platform that has a large and expanding base of retail financial products and services for our existing active clients to choose from. As our clients choose to diversify their portfolios and shift their investments from one product to another, we generate new income from their purchase of additional products and services. We drive the adoption of our retail financial products and services by: •Cross-Sale of Our Products and Services – Our existing clients represent a sizable opportunity to cross-sell products and services with relatively low incremental marketing and advertising expenses for us. We believe the breadth of our offerings represents an opportunity to further increase engagement with our existing clients. To the extent that we are able to cross-sell these products and services and develop and introduce new products and services to our existing clients and attract new clients, we expect our revenues and financial income to continue to grow and our margins to increase. •Development of New Products and Services – We strive to stay on the cutting edge of the financial technology solutions industry by developing and launching new products and services and intend to continue to invest in product development to build new products and services and to bring them to market. This allows us to continue to meet the needs of our clients, as these needs grow and change over time. We develop our products and services from: (1) our internal new product structuring initiatives; (2) our internal development of new services; (3) third-party vendors who provide complementary financial products and services that we do not provide ourselves; and (4) third-party vendors who provide competitive financial products and services that are similar to those that we offer or are in similar categories. We plan to continue to invest in product development in order to maintain and increase the attractiveness of our products and services. We also plan to continue integrating value-added services, including the expansion of our asset management and wealth management services to improve the popularity of our platform, enhance customer stickiness and increase revenue streams. While we expect our total expenses to increase in the short term as we plan for growth, we expect our expenses to decline as a percentage of our total revenue and income over the medium term as these investments benefit our business and our business grows. In addition, in implementing new solutions, we expect to incur initial operational investments in periods prior to the realization of any future revenues associated with this upfront investment. With the deployment of new and better technologies, management processes and training, we expect the productivity of our solutions to improve over time. Growth of Our Active Retail Clients We grow our Retail Client Assets, in part, by increasing the number of active clients who invest on our platform. We attract new active clients through our digital content initiatives, our direct online portals, such as XP Direct, Rico and Clear, and our IFA network. The number of these clients depends on several factors, including but not limited to: (1) our brand awareness and reputation; (2) the usability and popularity of our platform; (3) the user experience across the client’s journey in our ecosystem and on our platform; (4) our offerings, including access to our broad range of existing products and services and potential new solutions that add value to our clients; (5) the level of customer service and support; and (6) our ability to continue to adapt and innovate. Our ability to increase our Retail Client Assets from new clients who invest with us is an important lever of revenue growth, though it is decreasing in contribution due to the size and economies of scale of our platform and the recurring nature of our revenues due to our business model. 93 FORM 20-F «Table of Contents Growth of Our Commercial Services We also generate a smaller portion of our revenues from our Issuer and Institutional services, which are complementary to our platform and enhance the value and liquidity (through the volume of unlisted securities traded through our platform in the secondary market) of our ecosystem. These include a range of financial services to over 800 commercial clients, such as institutions and corporate issuers, that generate several revenue streams, including advisory, structuring and distribution fees from issuers and commissions and asset management fees from institutions. These revenues are based on the volume of investment and capital markets activity accessed through or transacted on our platform. We have developed tailored solutions for commercial customers and intend to (1) expand our service offerings to them; (2) foster long-term partnerships with them; and (3) increase the proportion of revenues generated from them. Management and Improvement of Our Technology Platform Our technology platform is critical for us to offer high quality products and services as well as to retain and attract users and customers. We must continue to expand our platform capabilities for our users and customers and enhance our clients’ experience by improving existing, and developing new and innovative, features and services. We intend to continue strengthening the innovation, security, efficiency and effectiveness of our services, including our user-friendly interfaces, comprehensive functionalities and customer service capabilities. With the ongoing improvement of our technology infrastructure and compliance capabilities, we are able to serve more clients. Our ability to serve more clients, depends on, among other things, our ability to support all aspects of customer verification, record keeping and compliance functions using our technology and human resources. In addition, our technology infrastructure and compliance capabilities also enable us to facilitate secure, fast and cost-efficient financial transactions on our platform. We must continue to upgrade our technology infrastructure and to strengthen our compliance system to keep pace with the growth of our business. In addition, we experience cyber threats and attempted security breaches. If these were successful, these cybersecurity incidents could impact revenue and operating income and increase costs. We therefore continue to make investments, which may result in increased costs, to strengthen our cybersecurity measures. Implementation of Our Marketing Strategy Our marketing strategy is designed to grow our business and platforms by reinforcing brand recognition and confidence associated with the XP brand and our related brands. We will continue to build and maintain brand recognition and awareness, while generating demand for our products and services through a variety of marketing campaigns, including advertising through traditional media, such as television, magazines and newspapers, online advertising and advertising through digital media, such as social media accounts, social media influencers, online videos and sponsored blogs. Marketing initiatives that specifically aim to attract new customers currently focus on introducing them to our financial services and products through our platform, enhancing our brand awareness by connecting them to our history, and creating awareness of the poor services and low returns of the products offered by traditional banks. We believe that introducing our financial services and products to potential customers is the most efficient and cost-effective strategy to sustain our growth, creating a “network effect” where existing customers recruit new customers for us through word-of-mouth recommendations. Given the nature of our revenue streams, our investments in marketing and advertising campaigns do not realize returns in the same period in which they are made but over subsequent periods, which could adversely affect our short-term results. Our Ability to Compete Effectively We and our competitors compete to attract new customers and increase volume of Client Assets, attract IFAs, increase returns on customer investments, offer a broad range of products and services at competitive prices, win mandates on capital markets transactions; and introduce innovations in online digital solutions and financial services. Our ability to compete is influenced by key factors such as (1) the performance of our products and their asset classes; (2) our ability to improve our platform and launch new products and services; (3) the liquidity we provide on transactions; (4) the transaction costs we incur in providing our solutions; (5) the efficiency in the execution of transactions on our platform and through our issuer services business; (6) our ability to hire and retain talent and IFAs; and (7) our ability to maintain the security of our platform and solutions. See “Item 4. Information on the Company—B. Business Overview—Competition” for more detail on our competitors. Brazilian Macroeconomic Environment Our business is impacted by overall market activity and, in particular, trading volumes and market flows and volatility. 94 FORM 20-F «Table of Contents While our business is impacted by the overall activity of the market and market volatility, this impact is partially mitigated by the fact that customers do not typically withdraw the funds they invest with us, and instead allocate them to different products we offer depending on market and macroeconomic conditions. For example, during periods of high market volatility or high interest rates, our clients tend to allocate their funds in low-risk, fixed-income instruments, and during periods of low market volatility or low interest rates, they tend to allocate their funds to higher risk, high-yield instruments such as equities. In addition, we are actively engaged in the further digitalization of our financial services and products, which will help further mitigate this impact as we believe secular growth trends can offset market volatility risk. Nevertheless, there may be changes in our clients’ preferences towards low-risk investments within the traditional banks, which could decrease our net inflows from both new and existing clients. The vast majority of our operations are located in Brazil. As a result, our revenues and profitability are subject to political and economic developments and the effect that these factors have on the availability of credit, disposable income, employment rates and GDP growth in Brazil. Our results of operations are affected by levels of interest rates, the expansion or retraction of the capital markets, trading volumes and market inflows in Brazil, each of which impacts the number and overall volume of capital markets transactions and available overall liquidity. For more information, see “Item 3. Key Information—D. Risk Factors—Certain Risks Relating to Brazil—Economic Uncertainty and Political Instability in Brazil May Harm Us and the Price of Our Class A Common Shares.” Brazil is the largest economy in Latin America, as measured by GDP. The following table shows data for real GDP, inflation and interest rates in Brazil and the U.S. dollar/real exchange rate at the dates and for the periods indicated. For the year ended December 31, 2025 2024 2023 (in percentages, except as otherwise indicated) Real growth (contraction) in gross domestic product 2.3 3.4 3.2 Inflation (IGP-M)(1) (1.1) 6.5 (3.2) Inflation (IPCA)(2) 4.3 4.8 4.6 Long-term interest rates–TJLP (average)(3) 14.3 7.6 6.6 CDI interest rate (average)(4) 10.9 10.9 13.0 Period-end exchange rate–R$ per US$1.00 0.006 6.192 4.841 Average exchange rate–R$ per US$1.00(5) 0.006 5.399 4.993 Unemployment rate(7) 5.6 6.2 7.8 Sources: FGV, IBGE, IPEA, Central Bank and Bloomberg. (1)Inflation (IGP-M) is the general market price index measured by the FGV. (2)Inflation (IPCA) is a broad consumer price index measured by the IBGE. (3)TJLP is the Brazilian long-term interest rate (average of monthly rates for the period). (4)The CDI (certificado de depósito interbancário) interest rate is an average of interbank overnight rates in Brazil (daily average for the period). (5)Average of the exchange rate on each business day of the period. (6)Comparing the US$ closing selling exchange rate as reported by the Central Bank at the end of the period’s last day with the day immediately prior to the first day of the period discussed. (7)Average unemployment rate for year as measured by the IBGE. Inflation has a direct effect on our contracts with certain suppliers, such as telecommunications operators, whose costs are indexed to the IPCA, and data processors, whose labor costs are adjusted according to inflation. While inflation may cause our suppliers to increase their prices, we are generally able to offset this effect as higher inflation typically results in higher interest rates, increasing our spreads on certain transactions. Our financial performance is also tied to fluctuations in interest rates, such as the Brazilian interbank deposit (certificado de depósito interbancário) rate, which is an average of interbank overnight rates in Brazil, or “CDI,” because such fluctuations affect the value of the net interest margins we earn on financial investments we allocate customer funds to on an overnight basis, compounding our Client Assets base as well as the potential mix of products clients are willing to invest in. Exchange Rates Brazil’s foreign exchange system permits the purchase and sale of foreign currency and the international transfer of reais by individuals and legal entities, subject to applicable regulatory procedures. The Brazilian real has historically experienced significant volatility against the U.S. dollar, and movements in the exchange rate may affect investor sentiment, cross-border flows and the valuation of assets or liabilities denominated in foreign currency, to the extent applicable. 95 FORM 20-F «Table of Contents The real/U.S. dollar exchange rate reported by the Central Bank was R$4.841 per US$1.00 as of December 31, 2023, R$6.192 per US$1.00 as of December 31, 2024 and R$5.502 per US$1.00 as of December 31, 2025. There can be no assurance that the real will not further depreciate or appreciate against the U.S. dollar. The Central Bank has previously intervened in the foreign exchange market in response to instability, and we cannot predict whether the Central Bank or the Brazilian government will continue to allow the real to float freely or may intervene in the future. In addition, Brazilian law provides that, under certain circumstances involving serious balance of payments imbalances (or the expectation of such imbalances), temporary restrictions may be imposed on remittances of foreign capital abroad. The following table sets forth, for the periods indicated, the high, low, average and period-end exchange rates for the purchase of U.S. dollars expressed in Brazilian reais per U.S. dollar. The average rate is calculated using the average of exchange rates reported by the Central Bank on each business day during the applicable period. Year Period-End Average(1) Low(2) High(3) 2021 5.581 5.397 4.894 5.879 2022 5.218 5.166 4.618 5.704 2023 4.841 4.995 4.720 5.446 2024 6.192 5.828 5.426 6.209 2025 5.502 5.586 5.273 6.209 Source: Central Bank. (1)Represents the average of the exchange rates on the closing of each business day during the year. (2)Represents the minimum of the exchange rates on the closing of each business day during the year. (3)Represents the maximum of the exchange rates on the closing of each business day during the year. Month Period-End Average(1) Low(2) High(3) October 2025 5.384 5.386 5.321 5.498 November 2025 5.334 5.341 5.273 5.395 December 2025 5.502 5.453 5.295 5.574 January 2026 5.230 5.388 5.184 5.437 February 2026 5.150 5.201 5.138 5.259 March 2026 5.219 5.231 5.160 5.288 April 2026 (through April 24, 2026) 5.001 5.044 4.953 5.165 Source: Central Bank. (1)Represents the average of the exchange rates on the closing of each business day during the month. (2)Represents the minimum of the exchange rates on the closing of each business day during the month. (3)Represents the maximum of the exchange rates on the closing of each business day during the month. Description of Principal Line Items Total Revenue and Income Our total revenue and income consist of (1) net revenue from services rendered; and (2) net income from financial instruments. Net Revenue from Services Rendered This is our main source of revenue, deriving mostly from services rendered and fees charged at daily transactions from customers and consisting of: •Brokerage commissions, which consist of: (1) commissions earned on trading of stock, futures and derivatives listed on the B3 by our retail clients; (2) commissions earned on trading of stock, futures and derivatives listed on the B3 by our institutional clients; (3) commissions earned on intermediation of non-deliverable-forward and other over-the-counter contracts; and (4) commissions earned on trading of US equities, futures and derivatives by our international institutional clients. •Securities placements, which consist of: (1) fees earned on COE sales to retail clients (we structure the COE based on perception of demand and attractiveness of a specific exposure under current and prospective macroeconomic scenarios, and a partner bank issues the COE); (2) structuring fees related to issuer services where we are hired by corporate clients placing fixed income, equity or exchange traded fund securities in the capital markets; (3) distribution fees on the sale of such securities to our retail and/or institutional clients; and (4) recurring fees we charge third-party financial institutions that regularly offer CDs or other bank fixed income securities to our retail clients. 96 FORM 20-F «Table of Contents •Management fees, which consist of (1) fixed and performance-based management fees from funds managed by our asset managers and sold to our clients; (2) fees from distributions (rebates from fixed and performance-based management fees) of mutual and hedge funds managed by third-party asset managers to our clients; and (3) fixed management fees from XP Advisory managed portfolios and exclusive funds for high net worth retail clients. Fixed management fees are charged on a monthly basis and performance-based management fees for the majority of our funds are charged in June and December of each year. •Insurance brokerage fees, which consist of (1) fees from distributions (rebates from fixed and performance-based management fees) of retirement plans managed by third-party asset managers sold to our retail clients; and (2) rebates on Whole Life insurance products issued by third-party insurance companies, sold to our retail clients. •Commission Fees, which consist mainly of interchange fees, related to credit card transactions, and loan operations structuring fees. •Other services, which consist of several small revenue streams, including (1) fees charged to retail clients with negative cash balances (typically as a result of margin calls related to equities and derivatives trading); (2) advertising and other digital content fees generated by Infomoney; and (3) issuer services advisory fees from M&A and other financial advisory mandates. •Deduction from sales taxes and contributions on revenues, including taxes on services (ISS) and contributions on revenues (Social Integration Program – PIS, and Social Security Program – COFINS). Net Income from Financial Instruments. A portion of our total revenue and income we generate from our investment distribution platform to retail clients and our institutional brokerage business lines are accounted for not as net revenue from services rendered but as net income from financial instruments, including through: (1) the difference between purchases and sales earned on sales of corporate, bank and government fixed income securities to our retail clients and institutional clients (some of which we purchase from the issuer and resell to the client instantaneously, and some of which we hold over short periods to leverage flow and add liquidity to the market); (2) sales of structured notes and more complex derivative instruments to our retail clients (in which we are the counterparty of the listed derivative that the client is buying to build the structured note, and we then hedge consolidated exposures in the market); (3) interest income on loans to our retail clients; and (4) interest earned on uninvested cash balances of our retail clients which we allocate to overnight and other highly liquid investments. In addition, a small portion of this revenue line is linked to our principal trading operations, which in general consist of investing our own net cash balances in conservative securities and arbitrage and other investments with little to no direct exposure. Income from financial instruments is deducted by taxes and contributions on financial income. Operating Costs and Expenses Operating costs. Operating costs primarily consist of: (1) commission and incentive costs paid to IFAs based on the revenues they generate from the retail clients that they serve and additional incentives to accelerate business expansion; (2) clearinghouse, custody and other financial services fees paid, primarily to the B3; (3) operating losses related to our activities in the ordinary course of our business; and (4) provisions for bad debts. Selling expenses. Selling expenses consist of advertising and publicity/marketing expenses, primarily in connection with our initiatives to promote our brands to retail clients. Administrative expenses. Administrative expenses primarily consist of personnel related expenses, including fixed and variable compensation, benefits and social and payroll taxes. Administrative expenses also consist of expenses related to: (1) data processing services; (2) technical services; (3) third-party services; (4) office rent; (5) depreciation and amortization; (6) communications; (7) travel; (8) legal and judicial; and (9) miscellaneous taxes. Other operating income (expenses), net. Other operating expenses, net primarily consist of: (1) incentives earned from the Brazilian Treasury Bonds (Tesouro Direto) and B3 transactions as a result of marketing campaigns to increase our number of retail clients and Client Assets of certain asset classes and incentives received from third parties, mainly due to the joint development of retail products; (2) recovery of charges and expenses; (3) reversal of operating provisions, and other income lines, net of expenses; (4) legal, administrative proceedings and agreements with customers; (5) operating losses on write-offs and disposal of assets; (6) fines and penalties; (7) charitable contributions; (8) associations and regulatory fees and (9) other expenses. Expected credit losses. Expected credit losses primarily consist of the difference between the contractual cash flows due in accordance with certain agreements and all the cash flows that we expect to receive, discounted at an approximation of the original effective interest rate. 97 FORM 20-F «Table of Contents Interest expenses. Interest expenses arising from the loans, lease liabilities and debentures that we have borrowed, contracted and issued. Share of profit or (loss) in joint ventures and associates. Share of profit or (loss) in joint venture and associates is related to equity accounting. Income before Income Tax Income before income tax consists of our net revenue and income minus our operating costs, selling and administrative expenses, others deductible expenses and interest expenses. Income Tax Expense Our subsidiaries are subject to different income tax regimes and statutory rates as of December 31, 2025. Given that: (1) Banco XP is taxed at a 45% corporate income tax rate; (2) XP CCTVM, XP Seguradora and XP Investments US LLC are taxed at a 40% corporate income tax rate; (3) XP Gestão, XP Educação, XP Corretora de Seguros, XP Vista, XP Energia and holding entities are taxed at a 34% corporate income tax rate; (4) XP Finanças, Infomoney, Tecfinance, XP PE and XP Allocation and other operating entities are taxed at a 10.9% tax rate on revenues (34% corporate income tax rate on a presumed net margin of 32%); and (5) XP Investments is taxed at the U.S. Accordingly, the effective tax rate of our consolidated operations fluctuates over time according to the portion of our total net income that was generated in each of these entities. For 2025, 2024 and 2023, our effective tax rate was 5.1%, 9.4% and 0.9%, respectively. Net Income for the Year Net income for the year consists of our income before income tax minus our income taxes and social security obligations. Results of Operations Year Ended December 31, 2025, Compared to the Year Ended December 31, 2024 The following table sets forth our income statement data for the years ended December 31, 2025 and 2024: For the years ended December 31, 2025 2024 Variation (%) (R$ millions, except for percentages) Income statement data Net revenue from services rendered 7,967 7,425 7 % Net income from financial instruments at amortized cost and at fair value through other comprehensive income (5,806) (1,766) 229 % Net income from financial instruments at fair value through profit or loss 16,238 11,372 43 % Total revenue and income 18,399 17,031 8 % Operating costs and expenses Operating costs (5,463) (5,063) 8 % Selling expenses (294) (149) 98 % Administrative expenses (6,419) (6,001) 7 % Other operating income (expenses), net 128 189 (32) % Expected credit losses (392) (288) 36 % Interest expense on debt (625) (780) (20) % Share of profit or (loss) in joint ventures and associates 116 47 145 % Income before income tax 5,449 4,986 9 % Income tax expense (279) (471) (41) % Net income for the year 5,169 4,515 14 % n.m. = not meaningful. 98 FORM 20-F «Table of Contents Total Revenue and Income Total revenue and income for the year ended December 31, 2025 was R$18,399 million, an increase of R$1,368 million, or 8%, from R$17,031 million for the year ended December 31, 2024. Net revenues from services rendered represented an increase of R$542 million within total revenue and income, driven by: •a R$212 million increase in revenue from securities placements, primarily attributable to the increase in mandates where we acted as placement agents or underwriters for third-party transactions in the domestic and international capital markets. Despite the unfavorable scenario for equity capital markets, our debt capital markets revenue has been more relevant, as we believe it tends to be less volatile in different macroeconomic scenarios; •a R$144 million increase in management fees, as a result of a 9% increase in Retail Fund’s Client Assets. Additionally, (1) fees from distributions (rebates from management fees) of funds managed by third-party asset managers and management fees attributable to funds managed by third parties (fees from distributions) decreased from 45% of total management fees for the year ended December 31, 2024 to 43% for the year ended December 31, 2025, or R$30 million, while management fees attributable to funds and portfolios managed by our asset managers increased from 55% to 57%, or R$ 114 million, during the same period. For the year ended December 31, 2025, 5% of management fees were performance-based and 95% were non-performance-based (i.e., fixed annual fees); •a R$19 million increase in insurance brokerage fees, driven by a higher sale of retirement plans and insurance products to retail clients; •a R$193 million increase in commission fees, mainly related to interchange fees received in credit card transactions, due to the greater volume of these transactions; •a R$208 million increase in other services, including a R$4 million increase in penalties collected from retail clients, a R$2 million increase in client’s margin coverage fees, a R$112 million increase in other ancillary revenues related to the increase in trading operations, such as third-party trading platform fees, revenue from marketing events, and education services; and •net of a R$125 million increase in taxes and contributions on services. Net income from financial instruments represented R$826 million of the increase in total revenue and income, driven by the growth in our retail investment distribution platform, in our institutional businesses, and the increase in our Adjusted Gross Financial Assets balances. Operating Costs and Expenses Operating costs. Operating costs for the year ended December 31, 2025 were R$5,463 million, an increase of R$400 million, or 8%, from R$5,063 million for the year ended December 31, 2024. This increase was primarily attributable to a R$71 million increase in cashback costs related to credit card transactions performed by our customers, which are a strategy for customer acquisition, since it is a percentage of client spending and a R$36 million increase in commission and incentive costs payable to our IFAs as part of the growth of our omni-channel distribution network. In addition, clearinghouse fees increased by R$70 million and other costs and third-party services by R$210 million. As a percentage of total revenue and income, our operating costs were 29.7% for the year ended December 31, 2025, the same as for the year ended December 31, 2024. Selling expenses. Selling expenses for the year ended December 31, 2025 were R$294 million, a increase of R$145 million, or 98%, from R$149 million for the year ended December 31, 2024, due to higher investments in brand awareness and marketing campaigns. Administrative expenses. Administrative expenses for the year ended December 31, 2025 were R$6,419 million, an increase of R$418 million, or 7%, from R$6,001 million for the year ended December 31, 2024. This increase was primarily attributable to: •a R$273 million, or 7% increase in personnel expenses related to an increase in total employee headcount; •a R$155 million, or 18%, increase in data processing expenses, mainly related to consultancy services in connection with the operation and maintenance of our platform’s software; •a R$59 million, or 18%, decrease in third parties’ services, mainly due to the optimization of expenses with technological solutions related to social and online media; •a R$16 million, or 13%, increase in depreciation of property and equipment and right-of-use assets as a result of new leases contracts; and 99 FORM 20-F «Table of Contents Other operating income (expenses), net. We recorded other operating income/expenses, net of R$128 million for the year ended December 31, 2025 compared to other operating income, net of R$189 million for the year ended December 31, 2024. This variation is primarily due to an decrease of R$72 million income related to incentives from third parties, mainly as a result of the joint development of retail products and also the association of such entities with the XP ecosystem. Income before Income Taxes As a result of the foregoing, income before income taxes for the year ended December 31, 2025 was R$5,449 million, an increase of R$463 million, or 9%, from R$4,986 million for the year ended December 31, 2024. Income Tax Expense Income tax expense for the year ended December 31, 2025 was a R$279 million expense, a decrease of R$192 million from a R$471 million expense for the year ended December 31, 2024. This decrease was primarily attributable to a decrease in our effective tax rate to 5.1% for the year ended December 31, 2025 from 9.4% for the year ended December 31, 2024, as a result of revenues at the level of entities and investment funds which adopt different taxation regimes according to the applicable rules in their jurisdictions. Net Income for the Year As a result of the foregoing, net income for the year ended December 31, 2025 was R$5,169 million, an increase of R$654 million from R$4,515 million for the year ended December 31, 2024. Year Ended December 31, 2024, Compared to the Year Ended December 31, 2023 The following table sets forth our income statement data for the years ended December 31, 2024 and 2023: For the years ended December 31, 2024 2023 Variation (%) (R$ millions, except for percentages) Income statement data Net revenue from services rendered 7,425 6,532 14 % Net income from financial instruments at amortized cost and at fair value through other comprehensive income (1,766) 1,573 (212) % Net income from financial instruments at fair value through profit or loss 11,372 6,756 68 % Total revenue and income 17,031 14,860 15 % Operating costs and expenses Operating costs (5,063) (4,399) 15 % Selling expenses (149) (169) (12) % Administrative expenses (6,001) (5,461) 10 % Other operating income (expenses), net 189 11 1676 % Expected credit losses (288) (361) (20) % Interest expense on debt (780) (617) 26 % Share of profit or (loss) in joint ventures and associates 47 74 (36) % Income before income tax 4,986 3,936 27 % Income tax expense (471) (37) 1175 % Net income for the year 4,515 3,899 16 % n.m. = not meaningful. Total Revenue and Income Total revenue and income for the year ended December 31, 2024 was R$17,031 million, an increase of R$2,171 million, or 15%, from R$14,860 million for the year ended December 31, 2023. Net revenues from services rendered represented an increase of R$893 million within total revenue and income, driven by: •a R$306 million increase in revenue from securities placements, primarily attributable to the increase in mandates where we acted as placement agents or underwriters for third-party transactions in the domestic and international capital markets. Despite the unfavorable scenario for equity capital markets, our debt capital markets revenue has been more relevant, as we believe it tends to be less volatile in different macroeconomic scenarios; 100 FORM 20-F «Table of Contents •a R$141 million decrease in brokerage commissions, driven by an increase in the average daily traded volume in equities in the year ended December 31, 2024; •a R$115 million increase in management fees, as a result of a 9% increase in Retail Fund’s Client Assets. Additionally, (1) fees from distributions (rebates from management fees) of funds managed by third-party asset managers and management fees attributable to funds managed by third parties (fees from distributions) increased from 44% of total management fees for the year ended December 31, 2023 to 45% for the year ended December 31, 2024, or R$48 million, while management fees attributable to funds and portfolios managed by our asset managers decreased from 56% to 55%, or R$ 1 million, during the same period. For the year ended December 31, 2024, 5% of management fees were performance-based and 95% were non-performance-based (i.e., fixed annual fees); •a R$44 million increase in insurance brokerage fees, driven by a higher sale of retirement plans and insurance products to retail clients; •a R$207 million increase in banking fees, mainly related to interchange fees received in credit card transactions, due to the greater volume of these transactions; •a R$145 million increase in other services, including a R$34 million decrease in penalties collected from retail clients, a R$32 million increase in client’s margin coverage fees, a R$135 million increase in other ancillary revenues related to the increase in trading operations, such as third-party trading platform fees, revenue from marketing events, and education services; and •net of a R$65 million increase in taxes and contributions on services. Net income from financial instruments represented R$1,278 million of the increase in total revenue and income, driven by the growth in our retail investment distribution platform (whose number of retail clients grew 20% and Client Assets grew 19% period-over-period), in our institutional businesses, and the increase in our Adjusted Gross Financial Assets balances. Operating Costs and Expenses Operating costs. Operating costs for the year ended December 31, 2024 were R$5,063 million, an increase of R$664 million, or 15%, from R$4,399 million for the year ended December 31, 2023. This increase was primarily attributable to a R$55 million increase in cashback costs related to credit card transactions performed by our customers and a R$390 million increase in commission and incentive costs payable to our IFAs as part of the growth of our omni-channel distribution network. Incentive costs are capitalized and amortized over the life of the signed contracts. In addition, clearinghouse fees increased by R$102 million and other costs and third-party services by R$82 million. As a percentage of total revenue and income, our operating costs increased at 29.7% for the year ended December 31, 2024 compared to the 29.6% for year ended December 31, 2023. Selling expenses. Selling expenses for the year ended December 31, 2024 were R$149 million, an increase of R$21 million, or 12%, from R$169 million for the year ended December 31, 2023,due to higher investments in brand awareness and marketing campaigns. Administrative expenses. Administrative expenses for the year ended December 31, 2024 were R$6,001 million, an increase of R$ 540 million, or 10%, from R$5,461 million for the year ended December 31, 2023. This increase was primarily attributable to: •a R$268 million, or 7% increase in personnel expenses related to an increase in total employee headcount; •a R$128 million, or 17%, increase in data processing expenses, mainly related to consultancy services in connection with the operation and maintenance of our platform’s software; •a R$11 million, or 3%, increase in third parties’ services, mainly due to the optimization of expenses with technological solutions related to social and online media; •a R$7 million, or 6%, increase in depreciation of property and equipment and right-of-use assets as a result of new leases contracts; and 101 FORM 20-F «Table of Contents Other operating income (expenses), net. We recorded other operating income/expenses, net of R$189 million for the year ended December 31, 2024 compared to other operating income, net of R$11 million for the year ended December 31, 2023. This variation is primarily due to a decrease of R$148 million income related to incentives from third parties, mainly as a result of the joint development of retail products and also the association of such entities with the XP ecosystem for the year ended December 31, 2023. Income before Income Taxes As a result of the foregoing, income before income taxes for the year ended December 31, 2024 was R$4,986 million, an increase of R$1,050 million, or 27%, from R$3,936 million for the year ended December 31, 2023. Income Tax Expense Income tax expense for the year ended December 31, 2024 was a R$471 million expense, an increase of R$434 million from a R$37 million income for the year ended December 31, 2023. This increase was primarily attributable to an increase in our effective tax rate to 9.4% for the year ended December 31, 2024 from 0.9% for the year ended December 31, 2023, as a result of revenues at the level of entities and investment funds which adopt different taxation regimes according to the applicable rules in their jurisdictions. Net Income for the Year As a result of the foregoing, net income for the year ended December 31, 2024 was R$4,515 million, an increase of R$615 million from R$3,899 million for the year ended December 31, 2023. B. Liquidity and Capital Resources As of December 31, 2025, we had R$19,221 million in cash and cash equivalents. We believe that our current available cash and cash equivalents and the cash flows from our operating activities will be sufficient to meet our working capital requirements and capital expenditures in the ordinary course of business for the next 12 months. The following table shows the generation and use of cash for the periods indicated: For the year ended December 31, 2025 2024 2023 (R$ millions) Cash flow data Income before income tax 5,449 4,986 3,936 Adjustments to reconcile income before income tax 645 2,910 1,193 Income tax paid (314) (542) (403) Contingencies paid (53) (8) (53) Interest paid (367) (349) (141) Additional contingent consideration paid (110) — — Changes in assets and liabilities 6,795 4,183 3,595 Net cash flows from (used in) operating activities 12,045 11,179 8,127 Net cash flows from (used in) investing activities (716) (1,667) 539 Net cash flows from (used in) financing activities (4,927) (5,784) (4,395) Net increase in cash and cash equivalents 6,402 3,727 4,271 Effects of exchange rate changes on cash and cash equivalents (91) (28) (28) Our cash and cash equivalents include cash on hand, deposits at Brazilian Central Bank, interbank certificate deposits with banks and other highly liquid securities purchased under agreements to resell with original maturities of nine months or less, which have an immaterial risk of change in value. For more information, see note 6 to our audited consolidated financial statements included elsewhere in this annual report. 102 FORM 20-F «Table of Contents Net Cash Flows from Operating Activities Our net cash flows from operating activities for the year ended December 31, 2025 increased to a net cash generated of R$12,045 million from a net cash generated of R$11,179 million in the year ended December 31, 2024, primarily driven by: (1) higher balance of securities and derivatives that we hold in the ordinary course of our business as a retail investment distribution platform and as an institutional broker-dealer (with respect to the sale of fixed income securities and structured notes); (2) our strategy to allocate excess cash and cash equivalents from treasury funds, from Float Balances and from retirement plans balances to securities and other financial assets. These balances may fluctuate substantially from quarter to quarter and were the key drivers to the net cash flow from operating activities figures; (3) increases in our banking activities from loans operations, market funding operations mainly derived from deposits (time deposits), structured operations certificates (COEs) and financial bills as a result of our expected growth in new financials services verticals; and (4) other financial liabilities as structure financing, credit card operations among others. Our income before tax combined with non-cash income/expenses consisted primarily of (a) net foreign exchange differences of R$981 million in 2025 and R$1,188 million in 2024, (b) share-based plan of R$392 million in December 31, 2025 and R$417 million in 2024, (c) interest accrued of R$547 million in 2025 and R$609 million in 2024, and (d) depreciation and amortization of R$ 304 million in 2025 and R$265 million in 2024. The total amount of adjustments to reconcile income before income taxes was R$645 million in 2025 and R$2,910 million in 2024. Our net cash flows from operating activities for the year ended December 31, 2024 increased to a net cash generated of R$11,179 million from a net cash generated of R$8,127 million in the year ended December 31, 2023, primarily driven by: (1) higher balance of securities and derivatives that we hold in the ordinary course of our business as a retail investment distribution platform and as an institutional broker-dealer (with respect to the sale of fixed income securities and structured notes); (2) our strategy to allocate excess cash and cash equivalents from treasury funds, from Float Balances and from retirement plans balances to securities and other financial assets. These balances may fluctuate substantially from quarter to quarter and were the key drivers to the net cash flow from operating activities figures; (3) increases in our banking activities from loans operations, market funding operations mainly derived from deposits (time deposits), structured operations certificates (COEs) and financial bills as a result of our expected growth in new financials services verticals; and (4) other financial liabilities as structure financing, credit card operations among others. Our income before tax combined with non-cash income/expenses consisted primarily of (a) net foreign exchange differences of R$1,188 million in 2024 and R$471 million in 2023, (b) share-based plan of R$417 million in 2024 and R$366 million in 2023, (c) interest accrued of R$609 million in 2024 and R$638 million in 2023, and (d) depreciation and amortization of R$ 265 million in 2024 and R$252 million in 2023. The total amount of adjustments to reconcile income before income taxes was R$2,910 million in 2024 and R$1,193 million in 2023. Net Cash Flows used in Investing Activities Our net cash flows used in investing activities increased from R$1,667 million used in the year ended December 31, 2024 to a cash consumption of R$716 million in the year ended December 31, 2025, primarily affected by: (1) R$335 million in investments in subsidiaries, associates and joint ventures, mostly related to our asset management strategy, which decreased from R$1,394 million in the year ended December 31, 2024; and (2) R$490 million in investments in intangible assets and property plants and equipment, mostly IT infrastructure and capitalized software, which increased from R$330 million in the year ended December 31, 2024. Our net cash flows generated or used in investing activities decreased from R$539 million generated in the year ended December 31, 2023 to a cash consumption of R$1,667 million in the year ended December 31, 2024, primarily affected by: (1) R$1,394 million in investments in subsidiaries, associates and joint ventures, mostly related to our asset management strategy, which decreased from R$705 million generated in the year ended December 31, 2023; and (2) R$330 million in investments in intangible assets and property plants and equipment, mostly IT infrastructure and capitalized software, which increased from R$196 million in the year ended December 31, 2023. Net Cash Flows from Financing Activities Our net cash flows from financing activities decreased from a cash used in financing activities of R$5,784 million in the year ended December 31, 2024 to R$4,927 million used in the year ended December 31, 2025, primarily due to (1) the acquisition of treasury shares under the share buy-back program in the total amount of R$1,900 million; (2) the payments of borrowings, lease liabilities and debt securities in the total amount of R$5,158 million; (3) the acquisition of borrowings in the total amount of R$2,626 million and (4) dividends paid in the total amount of R$495 million. 103 FORM 20-F «Table of Contents Our net cash flows generated or used in financing activities decreased from R$4,395 million used in the year ended December 31, 2023 to a cash consumption of R$5,784 million in the year ended December 31, 2024, primarily affected by: (1) R$1,394 million in investments in subsidiaries, associates and joint ventures, mostly related to our asset management strategy, which decreased from R$65 million generated in the year ended December 31, 2023; and (2) R$330 million in investments in intangible assets and property plants and equipment, mostly IT infrastructure and capitalized software, which increased from R$196 million in the year ended December 31, 2023. Indebtedness As of December 31, 2025, we had R$238 million in outstanding loans, R$311 million in lease liabilities, R$651 million in outstanding debentures and R$5,151 million in senior notes issued by us. As of December 31, 2025, we were in compliance with all the covenants of our material loan agreements and debentures. The following is a description of our material indebtedness as of the date of this annual report: Borrowings On March 28, 2018, XP Brazil entered into a loan agreement with the International Finance Corporation (IFC), or the “IFC Loan,” in the amount of R$325.4 million, which was borrowed to finance the expansion of operations and increase the number of clients and IFAs. The loan accrues interest at a rate per annum equal to the CDI Rate + 0.74% and matured on April 15, 2023. The principal amount was due on the maturity date and interest was payable semiannually on April 15 and October 15 of each year. In July 2020, we prepaid a portion of the IFC Loan in the aggregate amount of R$54 million. According to the maturity date, the principal amount was paid in April 2023. On May 28, 2021, we entered into a credit agreement with Banco Nacional de México S.A. for a term loan in the amount of US$295 million. This loan bears interest at the annual rate of 2.55%, payable annually in arrears on May 23, 2022, and matured on the same date. On May 2022, the loan agreement was rolled over for 1 year, amending the maturity to May 23, 2023. The loan was guaranteed by collateral securities. We paid off this agreement on the maturity date. On September 26, 2023, we entered into a credit agreement with Banco Nacional de México S.A. for a term loan in the amount of US$250 million. The loan accrues interest at a rate per annum equal to Term SOFR + 0.40% and matured on August 30, 2024. The principal amount was due on the maturity date and interest is payable quarterly on November 30, February 29, May 30 and August 30. We paid off this agreement on the maturity date. On October 23, 2023, we entered into a credit agreement with Banco Nacional de México S.A. for a term loan in the amount of US$200 million. The loan accrues interest at a rate per annum equal to Term SOFR + 0.40% and matured on August 30, 2024. The principal amount was due on the maturity date and interest is payable quarterly on November 30, February 29, May 30 and August 30. We paid off this agreement on the maturity date. On December 27, 2024, we entered into a credit agreement with Banco Citi México in the total amount of R$ 1.7 billion. The borrowing accrues interest at a rate per annum equal to Term SOFR + 0.60% and matured on June 30, 2025. This amount was disbursed by the counterparty on January 6, 2025. We paid off this agreement on the maturity date. On January 16, 2025, we entered into a credit agreement with Banco Santander for a term loan in the amount of US$180 million. The loan accrues interest at a rate per annum equal to SOFR overnight + 0.79% and matured on December 22, 2025. The principal amount was due on the maturity date and interest is payable quarterly on March 24, June 23 and September 22. We paid off this agreement on the maturity date. On February 24, 2025, we entered into a credit agreement with Bank of America for a term loan in the amount of US$64 million. The loan accrues interest at a rate per annum equal to 4.358% and matured on May 6, 2025. The principal and interest amounts were due on the maturity date. We paid off this agreement on the maturity date. On February 24, 2025, we entered into a credit agreement with Bank of America for a term loan in the amount of US$36 million. The loan accrues interest at a rate per annum equal to 4.395% and matured on June 3, 2025. The principal and interest amounts were due on the maturity date. We paid off this agreement on the maturity date. On March 11, 2025, we entered into a credit agreement with Bank of America for a term loan in the amount of US$27.5 million. The loan accrues interest at a rate per annum equal to 4.343% and matured on May 6, 2025. The principal and interest amounts were due on the maturity date. We paid off this agreement on the maturity date. 104 FORM 20-F «Table of Contents On March 11, 2025, we entered into a credit agreement with Bank of America for a term loan in the amount of US$27.5 million. The loan accrues interest at a rate per annum equal to 4.332% and matured on August 4, 2025. The principal amount was due on the maturity date and interest was amortized on June 11, 2025. We paid off this agreement on the maturity date. 3.250% Senior Notes Due 2026 On July 1, 2021, we issued senior notes due 2026 in an aggregate principal amount of US$750.0 million. The 3.250% notes due 2026 bear interest at the annual rate of 3.250%, payable semiannually in arrears on January 1 and July 1 of each year, which commenced on January 1, 2022. The 3.250% notes due 2026 are guaranteed by XP Investimentos S.A. and have been listed on the Singapore Exchange Securities Trading Limited since July 1, 2021. As of December 31, 2025, the aggregate principal amount outstanding of the 3.250% notes due 2026 was US$435 million. 6.750% Senior Notes Due 2029 On July 2, 2024, we issued senior notes in an aggregate principal amount of US$500.0 million. The 6.750% senior notes due 2029 bear an annual interest rate of 6.750% payable semiannually in arrears on January 2 and July 2 of each year, which commenced on January 2, 2025. The 6.750% notes due 2029 are guaranteed by XP Investimentos S.A and have been listed on the Luxembourg Stock Exchange since July 2, 2024. As of December 31, 2025, the aggregate principal amount outstanding of the 6.750% notes due 2029 was US$503 million. Certain of our loans are subject to certain restrictive covenants and require that the borrower entity (as indicated below) meet certain financial ratios. As of December 31, 2025, we were in compliance with the covenants in our loan agreements. Off-balance Sheet Arrangements As of December 31, 2025, the off-balance sheet arrangements total an amount of R$8,017 million (compared to R$7,874 million as of December 31, 2024). The off-balance sheet arrangements refer to credit card limits granted and not used by our customers. The amounts granted are linked to the value of customers’ assets held in guarantee by XP, and may vary daily according to the variation in the credit risk of our customers, as well as the variation in the value of the guarantees. Besides that, we offer to our customers other types of collateral agreements, such as letters of guarantee. Capital Expenditures In the years ended December 31, 2025, 2024 and 2023, we made capital expenditures of R$490 million, R$330 million, and R$196 million, respectively. Total capital expenditures as a percentage of total net revenue and income were 2.7% in 2025, 1.9% in 2024, and 1.3% in 2023. These capital expenditures mainly include expenditures related to the upgrade and development of our IT systems, software and infrastructure, and the expansion of our office spaces due to accelerated growth in employee headcount. We expect to increase our capital expenditures to support the growth in our business and operations in Brazil. We expect to meet our capital expenditure needs for the foreseeable future from our operating cash flow and our existing cash and cash equivalents. Our future capital requirements will depend on several factors, including our growth rate, the expansion of our research and development efforts, employee headcount, marketing and sales activities, the introduction of new features to our existing products and the continued market acceptance of our products. C. Research and Development, Patents and Licenses, Etc. See “Item 4. Information on the Company—D. Property, Plants and Equipment—Intellectual Property.” D. Trend Information For a discussion of trend information, see “Item 4. Information on the Company—B. Business Overview—Secular Trends Reshaping the Market.” E. Critical Accounting Estimates Not applicable. See note 4 to our audited consolidated financial statements included elsewhere in this annual report. 105 FORM 20-F «Table of Contents