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.