XP Inc.

Offer to Purchase for Cash
Any and All of the Outstanding

U.S.$736,435,000 Aggregate Principal Amount of
3.250% Senior Unsecured Notes due 2026
(CUSIP Nos. 98379X AA2/G98239 AA7)

The Tender Offer (as defined below) will expire at 5:00 p.m., New York City time, on June 26, 2024, unless extended, terminated early or withdrawn (such date and time, as the same may be extended, the “Expiration Time”). Holders of Notes (as defined below) must validly tender and not validly withdraw their Notes at or prior to the Expiration Time in order to be eligible to receive the Purchase Price (as defined below) plus Accrued Interest (as defined below) for such Notes. Tendered Notes may be validly withdrawn at any time at or prior to the Expiration Time but not thereafter. The Tender Offer is being made upon the terms and subject to the conditions set forth in this offer to purchase (as may be amended or supplemented from time to time, this “Offer to Purchase”) and the Notice of Guaranteed Delivery attached hereto as Annex A (as it may be amended or supplemented from time to time, the “Notice of Guaranteed Delivery” and together with the Offer to Purchase, the “Offer Documents”). There is no letter of transmittal in connection with this Tender Offer.

Notes	CUSIP and ISIN Number(s)	Principal Amount Outstanding
3.250% Senior Unsecured Notes due 2026	CUSIP: 98379X AA2/G98239 AA7 ISIN: US98379XAA28/USG98239AA72	$736,435,000

To view copie(s) of the Tender Offer document(s) please click on the document(s) below

Offer to Purchase

Press Release

The Information Agent and Tender Agent for the Offers is:

Any questions regarding the terms of the Tender Offer may be directed to the Dealer Managers and requests for additional copies of this Offer to Purchase and the Notice of Guaranteed Delivery may be directed to the Tender and Information Agent at their respective telephone numbers and locations listed below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer.

The Dealer Managers for the Offer are: