By Brazil Stock Guide — XP Inc. (Nasdaq: XP) is turning an important page in its ownership history. Filings submitted to the U.S. Securities and Exchange Commission and reviewed by Brazil Stock Guide show that long-time partners left the company’s control structure in a reorganization involving cash, Class A shares and repurchase rights.
The most visible case is Gabriel Leal, who announced his departure from XP after nearly 21 years. In this month, a vehicle linked to him appeared in a U.S. prospectus with 4.95 million Class A shares registered for potential sale on Nasdaq. Based on the reference price cited in the filing, the stake is worth about US$80 million.
XP’s ownership reshuffle was already known and began months earlier. In February, XP Control LLC, the vehicle that holds control of the company, entered into a realignment agreement with Gabriel Leal, Bernardo Botelho, Bruno Constantino and their respective investment vehicles.
XP told the market that the three ceased to be indirect controlling shareholders of XP Control on February 11, 2026. They had already stepped down from executive roles, but still held seats on the company’s board.
In Bruno Constantino’s case, XP Control bought his entire indirect stake through a combination of cash and 1.62 million Class A shares. The cash amount was not disclosed. The share portion alone would be worth about US$37 million, based on the US$22.95 reference price cited in the February base prospectus.
For Gabriel Leal and Bernardo Botelho, the structure was different. Part of their stakes was purchased in cash, while the remainder was converted into non-voting interests in XP Control, subject to a repurchase right. That right could be exercised through the delivery of up to 7.77 million Class A shares.
On July 2, XP Control exercised that right over Gabriel’s entire remaining stake. In exchange, it delivered 4.95 million Class A shares, resulting from the conversion of Class B shares previously held by XP Control itself. As a result, the position reported by XP Control and Guilherme Benchimol, XP’s founder and chairman, fell from 101.75 million to 96.8 million shares.
Big Island Ltd, Gabriel’s Bahamas-based vehicle, was then registered as the selling shareholder for those same 4.95 million shares. The prospectus makes clear that XP is not selling shares and will not receive any proceeds. If the shares are sold, the proceeds will go to the selling shareholder.
That distinction matters. The filings do not say Gabriel has already sold the shares, nor that he received US$80 million in cash. What they show is that he left the control structure with a share package valued in that range and already registered for potential sale in the U.S. market.
The total amount is significant. Gabriel appears with about US$80 million in shares registered for sale. Bruno received 1.62 million shares, plus an undisclosed cash component. There is also a remaining potential balance of up to 2.82 million shares linked to the outstanding repurchase right, equivalent to about US$45 million based on the reference price used in Gabriel’s prospectus.
Taken together, the identified share packages may exceed US$150 million, or roughly R$780 million. The total value of the reorganization may be higher, as part of the agreements involved undisclosed cash payments.
The reshuffle also reinforces Benchimol’s role. The filings show XP’s founder as the central figure in XP Control, which continued to hold shares with differentiated voting power. In its 2025 financial statements, XP said XP Control held 71.3% of the company’s voting rights.
The story goes beyond the departure of an executive or board member. It shows XP reorganizing its old control structure while founding-era partners convert indirect stakes into cash and tradable shares.
The generational transition is happening at a highly profitable XP. In 2025, the company reported total revenue and income of R$18.4 billion and net income of R$5.17 billion, up from R$4.51 billion in 2024.
The move also carries symbolic weight. XP built its public narrative as the platform that helped democratize investing in Brazil, expanding access to funds, financial products and advisory services outside the traditional banking model.
Now, the company is going through a transition typical of maturing businesses: the generation of partners that helped build the company is beginning to monetize relevant stakes, while control remains concentrated around its core ownership structure.
For investors, the point to watch is potential market overhang. The registered shares do not have to be sold at once — or sold at all. But the prospectus opens the way for a meaningful block of Class A shares to reach Nasdaq over time. XP itself does not raise money from these transactions. This is a potential monetization by former partners, not a capital raise by the company.
Contacted by Brazil Stock Guide about the departure of the historical partners and the amounts involved in the reorganization, XP said it would not comment.
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