Offerings // XP Inc.

XP offering history

Every offering-related filing in XP Inc.’s recent SEC record — registrations (announced capacity) kept separate from pricing documents (executed sales). Reviewed 292 filings back to Sep 13, 2019.

Last executed offering

Aug 27, 2021

424B1 — priced deal (shares or notes)

Last registration (announced)

Feb 23, 2026

F-3ASR — capacity, not a sale

Executed, last 12 months

424B pricings + 8-K 3.02 sales

Registered, last 12 months

S-1/S-3/F-series registrations

Date	Filing		What it means
Jul 2, 2026	424B7 →	UPDATE	Resale prospectus — existing holders registering to sell
Feb 23, 2026	F-3ASR →	REGISTERED	Automatic shelf registration — effective immediately (large filers)
Mar 7, 2023	RW →	WITHDRAWN	Registration withdrawn
Aug 27, 2021	424B1 →	EXECUTED	Prospectus supplement priced — shares or notes (large filers: often a bond deal)
Aug 24, 2021	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Dec 4, 2020	424B1 →	EXECUTED	Prospectus supplement priced — shares or notes (large filers: often a bond deal)
Dec 2, 2020	F-1MEF →	REGISTERED	F-1MEF registration — capacity to sell shares, not a sale yet
Dec 2, 2020	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Nov 30, 2020	F-1 →	REGISTERED	F-1 registration — capacity to sell shares, not a sale yet
Jul 2, 2020	424B1 →	EXECUTED	Prospectus supplement priced — shares or notes (large filers: often a bond deal)
Jul 1, 2020	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Jun 30, 2020	FWP →	MARKETING	Free-writing prospectus — offering being marketed
Jun 29, 2020	F-1 →	REGISTERED	F-1 registration — capacity to sell shares, not a sale yet
Dec 11, 2019	424B1 →	EXECUTED	Prospectus supplement priced — shares or notes (large filers: often a bond deal)
Dec 10, 2019	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Dec 9, 2019	F-1/A →	REGISTERED	F-1/A registration — capacity to sell shares, not a sale yet
Dec 2, 2019	F-1/A →	REGISTERED	F-1/A registration — capacity to sell shares, not a sale yet
Dec 2, 2019	FWP →	MARKETING	Free-writing prospectus — offering being marketed
Nov 20, 2019	F-1/A →	REGISTERED	F-1/A registration — capacity to sell shares, not a sale yet
Nov 15, 2019	F-1 →	REGISTERED	F-1 registration — capacity to sell shares, not a sale yet

XP offering-related filings from SEC EDGAR, newest first (capped at 40). Each links to the original document.

Two honest limits. (1) A 424B takedown can price shares or notes— EDGAR’s metadata doesn’t say which, so open the document: large investment-grade filers use these mostly for bond deals (no dilution), small-caps mostly for shares. (2) At-the-market (ATM) programs sell shares gradually and individual sales are not separately filed — the visible footprint is the enabling shelf and its 424B5; actual ATM share counts surface later in the 10-Q/10-K share count. Educational information from public filings, not investment advice.

Is a shelf active now? →Do they need money? →Red flags →Full XP workspace →

XP offering FAQ

When did XP last execute an offering?

Per SEC filings, XP Inc.'s most recent priced offering document is a 424B1 filed 2021-08-27. Note a 424B takedown can price shares or notes (debt) — the linked document says which.

When did XP last announce or register an offering?

The most recent registration is a F-3ASR filed 2026-02-23. A registration is capacity to sell shares — not a sale.

Does an offering always mean dilution?

Registered direct offerings and shelf takedowns issue new shares and dilute existing holders. Resale registrations (424B3/B7) let existing holders sell and do not create new shares. Secondary sales by insiders also do not dilute. Each row here is labeled with what it is.