6-K

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 June 2024

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/ Bruno Constantino Alexandre Santos
	Name:	Bruno Constantino Alexandre Santos
	Title:	Chief Financial Officer

Date: June 28, 2024

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated June 28, 2024 – XP Inc. Announces Pricing of Senior Notes Offering

EX-99.1

Exhibit 99.1

XP Inc.

XP INC. ANNOUNCES PRICING OF SENIOR NOTES OFFERING

São Paulo, Brazil, June 28, 2024– XP Inc. (“XP” or “we”) (Nasdaq: XP) , a leading, technology-driven platform and a trusted provider of low-fee financial products and services in Brazil, announced that on June 27, 2024 it priced an offering of US$500 million aggregate principal amount of 6.750% senior unsecured notes due 2029 (the "notes"). The notes will be guaranteed by XP Investimentos S.A. The transaction is expected to close on July 2, 2024, subject to the satisfaction of customary closing conditions. XP intends to use the net proceeds from the offering of the notes to purchase tendered 3.250% senior unsecured notes due 2026 and for general corporate purposes.

The notes are being offered and sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and to persons outside of the United States in compliance with Regulation S under the Securities Act. The offer and sale of the notes has not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction, and the notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of, these notes in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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