XTB co-founder Jakub Zabłocki has completed another major reduction of his holding in the Warsaw-listed broker, selling an 8% stake for roughly $403 million and taking his investment vehicle’s ownership below 28% for the first time.
XX ZW Investment Group, the Luxembourg-based shareholder controlled by Zabłocki, sold 9,405,540 XTB shares through an accelerated bookbuilding process completed on Sept. 2, according to the company’s regulatory filing.
The shares were placed with selected investors at PLN 160 apiece, valuing the transaction at approximately PLN 1.505 billion. Using the Sept. 2 exchange rate of roughly PLN 3.74 to the dollar, that equates to about $403 million.
The shares sold represented exactly 8% of XTB’s capital and voting rights.
After settlement, XX ZW will hold 32,661,789 shares, equivalent to 27.78% of the company, down from 35.78% before the transaction. The remaining approximately 72.22% will therefore sit outside the founding shareholder’s vehicle.
The placement was conducted as an accelerated bookbuild, allowing a large block of existing shares to be sold quickly to qualifying institutional investors rather than through ordinary exchange trading.
Bank Handlowy w Warszawie, Citigroup Global Markets Europe and UniCredit Bank’s Milan branch acted as joint global coordinators and joint bookrunners, working with Kepler Cheuvreux. XX ZW also agreed to a 360-day lock-up on its remaining shares, subject to customary exceptions, providing investors with some protection against another large placement over the next year.
The PLN 160 placement price came at a substantial discount to XTB’s recent market price.
XTB closed at PLN 182.76 on Sept. 1, the last session before the accelerated placement was announced, putting the sale price roughly 12.5% below that level. By Sept. 2, after the market had begun absorbing the planned sale, the stock had fallen to PLN 174.30, making the placement discount about 8.2% to that day’s close.
The shares then fell another 9.8% on Sept. 3 to PLN 157.24, slightly below the bookbuild price, before ending Sept. 4 at PLN 157.38. Trading volume on Sept. 3 jumped to more than 3.2 million shares, compared with around 561,000 the previous day.
Zabłocki Has Been Gradually Reducing His XTB Position
The transaction continues a multi-year reduction in the founder’s exposure rather than representing a one-off disposal.
At the beginning of 2024, XX ZW still controlled 60.93% of XTB, according to the company’s annual report.
In September 2024, it sold 8.4 million shares, or 7.14% of XTB, at PLN 62.50 per share, reducing its stake to 43.78%.
Another accelerated placement followed in May 2025. XX ZW sold 9,405,540 shares — the same number as in the latest transaction — reducing its position from 43.78% to 35.78%.
The September 2026 sale therefore represents another significant step in that staged reduction, with the founder-controlled vehicle moving from more than 60% at the start of 2024 to 27.78% today.
It comes after a sharp appreciation in XTB’s valuation. The September 2024 placement was completed at PLN 62.50 per share, while the newest block changed hands at PLN 160, more than two and a half times that level.
The divestment also coincides with unusually strong operating performance at XTB.
The broker reported record results for the first quarter of 2026, with net profit rising 175.9% year over year to PLN 535 million and operating revenue reaching PLN 1.094 billion. XTB acquired more than 370,000 new clients during the quarter, taking its total customer base to 2.51 million and active clients to almost 1.27 million.
By the end of the first half, XTB said net profit had reached about PLN 1.03 billion, while it had added more than 703,000 customers during the six-month period.
That backdrop makes the latest disposal materially different from a founder selling shares in a struggling company. Zabłocki is reducing his position while XTB is reporting record client growth and profitability.
Analysis: Falling Below 33% Changes More Than the Free Float
At first glance, this looks primarily like a liquidity event.
A founder who has held a very large position for years is monetizing part of that investment, institutional investors gain access to a block that would be difficult to accumulate through the market, and XTB’s free float becomes considerably larger.
But 27.78% is more significant than simply being eight percentage points lower than 35.78%.
XTB’s own 2025 financial statements described XX ZW’s 35.78% holding as providing control over the company despite being below 50%. More importantly, XTB’s Articles of Association contain a specific 33% governance threshold connected to Zabłocki.
Under those provisions, Zabłocki has a personal right to appoint and dismiss one member of XTB’s Supervisory Board who serves as its chairperson for as long as he, together with entities he controls, holds at least 33% of the company’s voting rights.
If that voting position falls below 33%, the right lapses and the General Meeting becomes entitled to remove the board member previously appointed under that privilege.
The newly disclosed 27.78% holding therefore crosses an important corporate-governance line.
That does not mean Zabłocki suddenly becomes irrelevant to XTB.
A 27.78% shareholder remains extremely influential, particularly in a public company without another similarly sized disclosed shareholder. He remains the company’s largest shareholder by a wide margin and can potentially have substantial influence over ordinary shareholder votes depending on turnout and how other investors vote.
But influence and formal control are not identical.
At above 60%, Zabłocki’s vehicle could effectively determine shareholder outcomes on its own. At 35.78%, XTB itself still classified XX ZW as controlling the company. At 27.78%, the balance becomes less straightforward and institutional investors collectively become considerably more important.
The transaction may also benefit XTB’s shares over the longer term.
A larger free float can improve liquidity, make it easier for institutions to build meaningful positions and potentially increase the company’s relevance for index inclusion or weighting. The downside is the short-term supply effect visible immediately after the placement: investors were suddenly offered more than 9.4 million shares at PLN 160, naturally pulling the market price toward that level.
The 360-day lock-up helps address that overhang. Investors now know that, apart from customary exceptions, another large XX ZW placement should not arrive during that period.
Still, the pattern is difficult to ignore. Zabłocki’s vehicle has moved from 60.93% at the start of 2024 to 43.78%, then 35.78%, and now 27.78%.
There is no disclosed evidence that he plans to exit XTB entirely, and the one-year lock-up argues against another immediate reduction. But investors can reasonably view the long-term ownership structure differently after this sale.
XTB is increasingly becoming a widely held public company rather than a listed broker dominated by its founder’s majority position.
That may ultimately be the more important story than the $403 million proceeds. The sale does not change XTB’s operations, client growth or financial performance, but it does redistribute economic ownership — and, by crossing the 33% threshold, potentially some of the formal governance power that has remained with its founder since the company went public.