Control Without a MajorityThin moat

XTB (XTB) — moat facet

One holder with 35,78 per cent controls a regulated brokerage, and the supervisor is part of why that cannot simply be sold.

XXZW Investment Group S.A., a Luxembourg company controlled by the founder Jakub Zablocki, held 42 067 329 XTB shares at the end of 2025, or 35,78 per cent of the capital and of the votes, and the same number six months later.1 The accounts state that this gives control of the company even though it is less than half.

XXZW Investment Group holding, million shares51,5m1 Jan 202542,1m31 Dec 202542,1m30 Jun 202643,78 per cent falling to 35,78 per cent of 117 569 251 shares, one vote each
Control that rested on nearly a half now rests on a third.

There is one class of share, 117 569 251 in total, nominal value five groszy, one vote each, and no preference attaching to any series.2 That is a cleaner arrangement than several of the founder-controlled companies in this collection, where control is held through a share class carrying ten votes. Here control rests on the ordinary fact that a third of a widely held register decides most votes.

Why this belongs in a discussion of the licence rather than of governance is that the two are connected. A significant holding in a regulated brokerage is a supervisory matter: a party acquiring or crossing thresholds in a licensed investment firm must be notified to and in practice accepted by the supervisor. The identity of the controlling shareholder is part of what the Polish Financial Supervision Authority authorised in 2005, and it is not freely transferable.3

The relevant figure is the change. The stake was 51 472 869 shares, or 43,78 per cent, at the start of 2025, and 42 067 329 at the end of it: the founder sold about 9,4 million shares, eight percentage points, in twelve months.4

Moat trajectory: Narrowing

The controlling stake fell from 43,78 per cent to 35,78 during 2025 as the founder's holding company sold 9,4 million shares, and has been unchanged since. Control that rests on a third of the register is weaker than control that rested on nearly a half.

The number that tests this moat
Reported
Controlling shareholding
35,78%, down from 43,78% a year earlier

XXZW Investment Group S.A., controlled by the founder, held 51 472 869 shares at the start of 2025 and 42 067 329 at the end of it - 43,78 per cent falling to 35,78 - and the same number six months later. There is one share class, 117 569 251 shares, one vote each. The accounts state this gives control despite being less than half. Any move below a third would end that arrangement.

Source: XTB Group half-year report for the first half of 2026 ↗
⚠ Threats to the moat
⚠ THREAT 01
He Has Already Sold Eight Points
The founder sold 9,4 million shares in 2025 and stopped exactly where control would come into question.
References
  1. ReportedXXZW Investment Group S.A., a Luxembourg company controlled by the founder Jakub Zablocki, held 42 067 329 XTB shares at the end of 2025, or 35,78 per cent of the capital and of the votes, and the same number six months later.
    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 ↗
  2. ReportedThere is one class of share, 117 569 251 in total, nominal value five groszy, one vote each, and no preference attaching to any series.
    XTB Group consolidated financial statements for 2025, balance sheet, off-balance-sheet items, employment, capital and shareholders - nominal value of derivative financial instruments at 31 December 2025 and 31 December 2024: Index CFDs 3 933 252 and 3 766 277; Commodity CFDs 6 216 958 and 3 705 548; Currency CFDs 3 284 496 and 2 952 168; Stock and ETF CFDs 1 615 397 and 1 169 077; Bond CFDs 1 553 and 11 126; total 15 051 656 and 11 604 196, of which transactions with brokers represent 16% at 31 December 2025 and 14% at 31 December 2024; clients' financial instruments held in brokerage accounts: listed stocks and rights to stocks 15 138 542 and 7 907 437; ETFs 12 144 808 and 5 773 953; other securities 207 and 207; total 27 283 557 and 13 681 597; contributions made to the compensation scheme with an opening balance of 17 923 and a closing balance of 23 981; total employment in the Group at 31 December 2025 of 1 516 people against 1 245 at 31 December 2024, including persons under employment contract and other forms of civil law contract including B2B; the Parent Company supervised by the Polish Financial Supervision Authority under a permit dated 8 November 2005, No. DDM-M-4021-57-1/2005, registered in the National Court Register under KRS 0000217580 with its seat at ul. Prosta 67, 00-838 Warszawa; foreign branches in the Czech Republic, Spain, Slovakia, Romania, Germany, France and Portugal; subsidiaries including XTB International Ltd (Belize), XTB MENA Limited and XTB Financial Services L.L.C (United Arab Emirates), PT XTB Indonesia Berjangka (90%), XTB Agente de Valores SpA (Chile), XTB Services Limited (Cyprus), X Open Hub Sp. z o.o. (Poland), XTB S.C. Limited (Seychelles), XTB Africa (PTY) Ltd (South Africa) and a Turkish entity in liquidation, with XTB Digital Ltd of Cyprus liquidated in September 2025; share capital of 117 383 635 series A shares and 185 616 series B shares of nominal value PLN 0,05, each carrying one vote with no preference; XXZW Investment Group S.A. of Luxembourg, controlled by Jakub Zablocki, holding 51 472 869 shares or 43,78% at 1 January 2025 and 42 067 329 shares or 35,78% at 31 December 2025, which gives the company control even though it holds less than 50%; dividends of 640 753 thousand złoty paid during 2025 — FY2025 · publ. March 2026 · source ↗
  3. ReportedThe identity of the controlling shareholder is part of what the Polish Financial Supervision Authority authorised in 2005, and it is not freely transferable.
    XTB Group consolidated financial statements for 2025, balance sheet, off-balance-sheet items, employment, capital and shareholders - nominal value of derivative financial instruments at 31 December 2025 and 31 December 2024: Index CFDs 3 933 252 and 3 766 277; Commodity CFDs 6 216 958 and 3 705 548; Currency CFDs 3 284 496 and 2 952 168; Stock and ETF CFDs 1 615 397 and 1 169 077; Bond CFDs 1 553 and 11 126; total 15 051 656 and 11 604 196, of which transactions with brokers represent 16% at 31 December 2025 and 14% at 31 December 2024; clients' financial instruments held in brokerage accounts: listed stocks and rights to stocks 15 138 542 and 7 907 437; ETFs 12 144 808 and 5 773 953; other securities 207 and 207; total 27 283 557 and 13 681 597; contributions made to the compensation scheme with an opening balance of 17 923 and a closing balance of 23 981; total employment in the Group at 31 December 2025 of 1 516 people against 1 245 at 31 December 2024, including persons under employment contract and other forms of civil law contract including B2B; the Parent Company supervised by the Polish Financial Supervision Authority under a permit dated 8 November 2005, No. DDM-M-4021-57-1/2005, registered in the National Court Register under KRS 0000217580 with its seat at ul. Prosta 67, 00-838 Warszawa; foreign branches in the Czech Republic, Spain, Slovakia, Romania, Germany, France and Portugal; subsidiaries including XTB International Ltd (Belize), XTB MENA Limited and XTB Financial Services L.L.C (United Arab Emirates), PT XTB Indonesia Berjangka (90%), XTB Agente de Valores SpA (Chile), XTB Services Limited (Cyprus), X Open Hub Sp. z o.o. (Poland), XTB S.C. Limited (Seychelles), XTB Africa (PTY) Ltd (South Africa) and a Turkish entity in liquidation, with XTB Digital Ltd of Cyprus liquidated in September 2025; share capital of 117 383 635 series A shares and 185 616 series B shares of nominal value PLN 0,05, each carrying one vote with no preference; XXZW Investment Group S.A. of Luxembourg, controlled by Jakub Zablocki, holding 51 472 869 shares or 43,78% at 1 January 2025 and 42 067 329 shares or 35,78% at 31 December 2025, which gives the company control even though it holds less than 50%; dividends of 640 753 thousand złoty paid during 2025 — FY2025 · publ. March 2026 · source ↗
  4. ReportedThe stake was 51 472 869 shares, or 43,78 per cent, at the start of 2025, and 42 067 329 at the end of it: the founder sold about 9,4 million shares, eight percentage points, in twelve months.
    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