⚠ He Has Already Sold Eight PointsModerate threat

XTB (XTB) — threat to the moat

The founder sold 9,4 million shares in 2025 and stopped exactly where control would come into question.

The founder's stake went from 43,78 per cent to 35,78 per cent during 2025 and then did not move at all through the first half of 2026.1 Both halves of that are worth attention.

The register, and what movedTotal shares in issue117,569,251, one classSeries A117 383 635Series B185 616Votes per share1, with no preferenceFounder vehicle, 1 Jan 202551 472 869 = 43,78 pcFounder vehicle, 30 Jun 202642 067 329 = 35,78 pcA 9,4 million share disposal, in a year when net profit fell 24,8 per cent
The largest holder was a net seller through the year earnings fell.

Selling eight points in a year, into a market that took the shares from 70,4 złoty to 71,8 over the same period, is a large disposal by a holder who knows more about this business than anyone.2 It is not evidence of anything on its own, and founders diversify for reasons that have nothing to do with the outlook. But it does mean the largest holder was a net seller through the year in which net profit fell 24,8 per cent.3

The stopping is the more interesting fact. At 35,78 per cent the holding still confers control of a company whose accounts say so explicitly, and going much lower would put that in question.4 So the register now has a controlling holder who has demonstrated a willingness to sell and a threshold below which selling costs him something he presumably values. That is an overhang with a defined floor, which is better than one without, and it is still an overhang.

There is a regulatory dimension too. Because a significant holding in a licensed brokerage is a supervisory matter, a change of control here would be slower and more conditional than in an ordinary listed company, which cuts both ways: it protects against an opportunistic raid and it removes the takeover premium that a widely held broker might otherwise carry.

Any move below a third would say the arrangement the accounts describe has ended. Until then the stake sits at 35,78 per cent, held by someone who has shown he is willing to sell.5

References
  1. ReportedThe founder's stake went from 43,78 per cent to 35,78 per cent during 2025 and then did not move at all through the first half of 2026.
    XTB Group half-year report for the first half of 2026, income statement and geography - total operating income 2 086 324 against 1 160 891, up 79,7%, with the second quarter at 992 558 against the first quarter's 1 094 018, down 9,3%; profit on operating activities 1 202 271 against 552 163, up 117,7%; finance costs (607) against (85 087); profit before tax 1 255 368 against 495 343; income tax (228 128) against (85 291); net profit 1 027 240 against 410 052, up 150,5%, with the second quarter at 492 198; marketing (435 510) against (264 356), up 64,7%; salaries and employee benefits (246 964) against (192 700); total operating expenses (884 053) against (608 728), up 45,2%; operating income by geography for the six months to 30 June 2026 and 30 June 2025: Central and Eastern Europe 1 524 434 and 757 411, including Poland 1 197 033 and 605 985; Western Europe 402 163 and 237 381; Latin America 60 125 and 98 711; Middle East 99 577 and 67 388; Asia 25 and nil; the country from which the Group derives 20% and over of its revenue is Poland; net gain by class for the six months: CFD instruments 1 982 414 against 1 112 043 and other instruments 82 940 against 36 128, giving a gross result of 2 065 371 against 1 148 171; interest income on clients' cash 45 978 against 34 713; commission and fee income 15 975 against 9 520 — H1 2026 · publ. 28 August 2026 · source ↗
  2. ReportedSelling eight points in a year, into a market that took the shares from 70,4 złoty to 71,8 over the same period, is a large disposal by a holder who knows more about this business than anyone.
    XTB Group Management Board report on activities in 2025, synthetic summary of data for 2019-2025 (values for 2025, 2024, 2023, 2022, 2021, 2020 and 2019 in that order): market value of the Company's shares at period end 71,8, 70,4, 37,8, 31,0, 16,8, 17,9 and 4,0 złoty; earnings per share 5,5, 7,3, 6,7, 6,5, 2,0, 3,4 and 0,5; equity 2 000,5, 2 003,6, 1 734,7, 1 506,1, 915,6, 888,3 and 490,7 million złoty; group total capital ratio 186,0, 192,3, 188,7, 218,1, 200,1, 200,1 and 165,8 per cent; EBITDA 857,8, 1 006,6, 941,4, 897,7, 285,7, 523,5 and 72,2 million złoty; EBITDA margin 40,0, 53,7, 58,2, 62,2, 45,7, 65,6 and 30,2 per cent; net profit margin 30,0, 45,7, 48,9, 53,0, 38,0, 50,4 and 24,1 per cent; return on equity 32,2, 45,8, 48,8, 63,3, 26,4, 58,3 and 12,2 per cent; return on assets 8,2, 15,1, 18,0, 21,1, 8,8, 23,5 and 5,5 per cent; new clients 864,3, 498,4, 312,0, 196,9, 189,2, 112,0 and 36,6 thousand; total clients 2 164,9, 1 361,6, 897,6, 614,9, 429,2, 255,8 and 149,3 thousand; active clients 1 189,4, 701,1, 418,4, 270,6, 193,2, 108,3 and 49,6 thousand; net deposits 14 672,3, 8 607,3, 3 793,7, 3 423,2, 2 933,4, 1 961,2 and 409,4 million złoty; average operating revenue per active client 1,8, 2,7, 3,9, 5,4, 3,2, 7,4 and 5,1 thousand złoty; average client acquisition cost 0,7, 0,7, 0,8, 1,1, 0,6, 0,8 and 1,0 thousand złoty; turnover in CFD derivative instruments 8 866,4, 6 274,2, 6 779,8, 6 592,9, 4 045,9, 3 113,4 and 1 638,6 thousand lots; profitability per lot 215, 275, 227, 212, 144, 249 and 140 złoty; stock and ETF volume in nominal value 21 812,5, 9 574,1, 4 512,7, 3 336,3, 4 437,3, 1 643,3 and 178,8 million dollars; turnover in CFD derivatives in notional value 4 805,7, 2 626,6, 2 285,9, 2 259,6, 1 737,4, 1 021,8 and 541,5 million dollars; standalone operating income 1 908,4 and net profit 638,9 million złoty; balance sheet total 9 086,7 million złoty — FY2019-FY2025 · publ. March 2026 · source ↗
  3. ReportedBut it does mean the largest holder was a net seller through the year in which net profit fell 24,8 per cent.
    XTB Group half-year report for the first half of 2026, notes - nominal value of derivative financial instruments at 30 June 2026 and 31 December 2025: Index CFDs 3 642 905 and 3 933 252; Commodity CFDs 3 967 775 and 6 216 958; Currency CFDs 2 204 780 and 3 284 496; Stock and ETF CFDs 1 767 315 and 1 615 397; Bond CFDs 4 118 and 1 553; Options 125 478 and nil; total 11 712 371 and 15 051 656, and as at 30 June 2026 transactions with brokers represent 8% of the total nominal value of instruments against 16% at 31 December 2025; clients' financial instruments at 30 June 2026 and 31 December 2025: listed stocks and rights to stocks 23 345 382 and 15 138 542; ETFs 20 018 050 and 12 144 808; other securities 207 and 207; total 43 363 639 and 27 283 557; amounts due to clients: retail 7 023 586 and 6 428 875, institutional 100 955 and 99 348, total 7 124 541 and 6 528 223; contributions to the compensation scheme with a closing balance of 28 338 against 23 981; total employment at 30 June 2026 of 1 548 people against 1 516 at 31 December 2025; XXZW Investment Group S.A. holding 42 067 329 shares or 35,78% at 30 June 2026; XTB Lithuania UAB incorporated with no operations yet; dividends of 478 507 thousand złoty paid in the period — H1 2026 · publ. 28 August 2026 · source ↗
  4. ReportedAt 35,78 per cent the holding still confers control of a company whose accounts say so explicitly, and going much lower would put that in question.
    XTB Group half-year report for the first half of 2026, notes - nominal value of derivative financial instruments at 30 June 2026 and 31 December 2025: Index CFDs 3 642 905 and 3 933 252; Commodity CFDs 3 967 775 and 6 216 958; Currency CFDs 2 204 780 and 3 284 496; Stock and ETF CFDs 1 767 315 and 1 615 397; Bond CFDs 4 118 and 1 553; Options 125 478 and nil; total 11 712 371 and 15 051 656, and as at 30 June 2026 transactions with brokers represent 8% of the total nominal value of instruments against 16% at 31 December 2025; clients' financial instruments at 30 June 2026 and 31 December 2025: listed stocks and rights to stocks 23 345 382 and 15 138 542; ETFs 20 018 050 and 12 144 808; other securities 207 and 207; total 43 363 639 and 27 283 557; amounts due to clients: retail 7 023 586 and 6 428 875, institutional 100 955 and 99 348, total 7 124 541 and 6 528 223; contributions to the compensation scheme with a closing balance of 28 338 against 23 981; total employment at 30 June 2026 of 1 548 people against 1 516 at 31 December 2025; XXZW Investment Group S.A. holding 42 067 329 shares or 35,78% at 30 June 2026; XTB Lithuania UAB incorporated with no operations yet; dividends of 478 507 thousand złoty paid in the period — H1 2026 · publ. 28 August 2026 · source ↗
  5. ReportedUntil then the stake sits at 35,78 per cent, held by someone who has shown he is willing to sell.
    XTB Group half-year report for the first half of 2026, notes - nominal value of derivative financial instruments at 30 June 2026 and 31 December 2025: Index CFDs 3 642 905 and 3 933 252; Commodity CFDs 3 967 775 and 6 216 958; Currency CFDs 2 204 780 and 3 284 496; Stock and ETF CFDs 1 767 315 and 1 615 397; Bond CFDs 4 118 and 1 553; Options 125 478 and nil; total 11 712 371 and 15 051 656, and as at 30 June 2026 transactions with brokers represent 8% of the total nominal value of instruments against 16% at 31 December 2025; clients' financial instruments at 30 June 2026 and 31 December 2025: listed stocks and rights to stocks 23 345 382 and 15 138 542; ETFs 20 018 050 and 12 144 808; other securities 207 and 207; total 43 363 639 and 27 283 557; amounts due to clients: retail 7 023 586 and 6 428 875, institutional 100 955 and 99 348, total 7 124 541 and 6 528 223; contributions to the compensation scheme with a closing balance of 28 338 against 23 981; total employment at 30 June 2026 of 1 548 people against 1 516 at 31 December 2025; XXZW Investment Group S.A. holding 42 067 329 shares or 35,78% at 30 June 2026; XTB Lithuania UAB incorporated with no operations yet; dividends of 478 507 thousand złoty paid in the period — H1 2026 · publ. 28 August 2026 · source ↗
Sources
Generated September 24, 2026