UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
| | ☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| | ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025 |
OR
| | ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| | ☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report |
For the transition period from to
Commission file number: 001-41129
Nu Holdings Ltd.
(Exact name of Registrant as specified in its charter)
Nu Holdings Ltd.
(Translation of Registrant’s name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
Campbells Corporate Services Limited, Floor 4,
Willow House, Cricket Square, KY1-9010
Grand Cayman, Cayman Islands
+1 345 949 2648
(Address of principal executive offices)
Guilherme Marques do Lago, Chief Financial Officer
Tel: +55 (11) 4020-0185
investors@nubank.com.br
Rua Capote Valente, 39
Pinheiros – São Paulo
Brazil 05409-000
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Copies to:
Manuel Garciadiaz | Byron B. Rooney
Davis Polk & Wardwell LLP
Phone: (212) 450-4000 Fax: (212) 701-5800
450 Lexington Avenue | New York, NY
USA 10017
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Class A ordinary shares, par value US$0.000006666666667 per share | NU | New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
The number of outstanding shares as of December 31, 2025 was 3,833,072,934 Class A ordinary shares, and 1,022,600,698 Class B ordinary shares.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒ No ☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐ No ☒
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer ☒ Accelerated Filer ☐ Non-accelerated Filer ☐ Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements: ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b): ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this annual report:
U.S. GAAP ☐ | International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ | Other ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
Table of contents
Presentation of Financial and Other Information
All references to “U.S. dollars,” “dollars,” or “US$” are to the U.S. dollar. All references to “IFRS Accounting Standards” are to International Financial Reporting Standards – Accounting Standards as issued by the International Accounting Standards Board (“IASB”).
Financial Statements
Nu Holdings Ltd. (“Nu,” “Company,” “Group,” “we,” “us,” “our,” “our company” and “our business”) was incorporated in the Cayman Islands on February 26, 2016, as an exempted company incorporated with limited liability.
We maintain our books and records in U.S. dollars, which is the presentation currency for our financial statements and also our functional currency. The functional currency of our Brazilian, Mexican and Colombian operating entities, respectively, is the Brazilian real, the Mexican peso and the Colombian peso. The financial statements of each of our subsidiaries are maintained using the relevant functional currency for each subsidiary, which we determine is the currency that best reflects the economic substance of the underlying events and circumstances relevant to that entity. See note 2.a to our audited consolidated financial statements, included elsewhere in this annual report, for more information about our and our subsidiaries’ functional currencies.
Our consolidated financial statements were prepared in accordance with IFRS Accounting Standards. Unless otherwise noted, our consolidated statement of financial position data presented herein as of December 31, 2025 and 2024 and the consolidated statements of income for the years ended December 31, 2025, 2024 and 2023 is stated in U.S. dollars, our reporting currency. Our consolidated financial information contained in this annual report is derived from our audited consolidated financial statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023, together with the notes thereto.
This financial information should be read in conjunction with “Item 5. Operating and Financial Review and Prospects” and our consolidated financial statements, including the notes thereto, included elsewhere in this annual report.
Our fiscal year ends on December 31. References in this annual report to a fiscal year, such as “fiscal year 2025”, relate to our fiscal year ended on December 31 of that calendar year.
Special Note Regarding Non-IFRS Financial Measures
This annual report presents our Adjusted Net Income (Loss) and certain FX Neutral measures and their respective reconciliations for the convenience of investors, which are non-IFRS financial measures. A non-IFRS financial measure is generally defined as a numerical measure of historical or future financial performance, financial position, or cash flow that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the most comparable IFRS measure. Adjusted Net Income (Loss) and the FX Neutral measures, however, should be considered in addition to, and not as a substitute for or superior to, net income (loss), or other measures of the financial performance prepared in accordance with IFRS Accounting Standards.
Adjusted Net Income (Loss) is prepared and presented to eliminate the effect of items from net income (loss) attributable to shareholders of the parent company that we do not consider indicative of our core operating performance within the period presented. We define Adjusted Net Income (Loss) as net income (loss) attributable to shareholders of the parent company, adjusted for expenses related to share-based compensation, allocated tax effects on share-based compensation and hedge of the tax effects on share-based compensation.
Adjusted Net Income (Loss) is presented because our management believes that this non-IFRS financial measure can provide useful information to investors, securities analysts and the public in their review of our operating and financial performance, although it is not calculated in accordance with IFRS Accounting Standards or any other generally accepted accounting principles and should not be considered as a measure of performance in isolation. We also use Adjusted Net Income (Loss) as a key profitability measure to assess the performance of our business. We believe that Adjusted Net Income (Loss) is useful to evaluate our operating and financial performance for the following reasons:
| ● | Adjusted Net Income (Loss) is widely used by investors and securities analysts to measure a company’s operating performance without regard to items that can vary substantially from company to company and from period to period, depending on their accounting and tax methods; and |
| ● | Non-cash equity grants made to executives, employees or consultants at a certain price and point in time, as well as the income tax effects and the gains and losses of related hedges, do not necessarily reflect how our business is performing at any particular time and the related expenses are not considered to reflect our core operating performance. |
Adjusted Net Income (Loss) is not a substitute for net income (loss) attributable to shareholders of the parent company, which is the IFRS Accounting Standards measure of earnings. Additionally, our calculation of Adjusted Net Income (Loss) may be different from the calculation used by other companies, including our competitors in the technology and financial services industries, because other companies may not calculate these measures in the same manner as we do, and therefore, our measure may not be comparable to those of other companies. A reconciliation of our Adjusted Net Income (Loss) to its most directly comparable measure of income (loss) can be found in “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Non-IFRS Financial Measures and Reconciliations.”
FX Neutral Measures
FX Neutral measures are prepared and presented to eliminate the effect of foreign exchange, or “FX,” volatility between the comparison periods, allowing management and investors to evaluate our financial performance despite variations in foreign currency exchange rates, which may not be indicative of our core operating results and business outlook.
FX Neutral measures are presented because our management believes that these non-IFRS financial measures can provide useful information to investors, securities analysts and the public in their review of our operating and financial performance, although they are not calculated in accordance with IFRS Accounting Standards or any other generally accepted accounting principles and should not be considered as a measure of performance in isolation.
The FX Neutral measures included in this annual report were calculated to present what such measures in preceding years would have been had exchange rates remained stable from these preceding years until the date of our most recent financial information, as detailed below.
The FX Neutral measures for the years ended December 31, 2024 and 2023 were calculated by multiplying the as reported amounts of Adjusted Net Income (Loss) and the key business metrics for such years by the average Brazilian reais/U.S. dollars exchange rates for the years ended December 31, 2024 and 2023 (R$ 5.393 and R$ 4.995 to US$1.00, respectively), and using such results to re-translate the corresponding amounts back to U.S. dollars by dividing them by the average Brazilian reais/U.S. dollars exchange rate for the year ended December 31, 2025 (R$5.584 to US$1.00), so as to present what certain of our statement of income amounts and key business metrics would have been had exchange rates remained stable from these past years until the year ended December 31, 2025. The average Brazilian reais/U.S. dollar exchange rate for the year ended December 31, 2022 (R$5.165 to US$1.00) was used to calculate, using the same methodology described above, the FX Neutral Revenue for 2022 which is an input to the FX Neutral Revenue growth (%) presented for the year 2023.
The average Brazilian reais/U.S. dollars exchange rates were calculated as the average of the month-end rates for each month in the years 2025, 2024, 2023, and 2022, as reported by Bloomberg.
FX Neutral measures for deposits and interest-earning portfolio presented in this annual report were calculated by multiplying the reported amounts as of December 31, 2024 and 2023 by the spot Brazilian reais/U.S. dollars exchange rates as of these dates (R$6.174 and R$4.857 to US$1.00, respectively), and using such results to re-translate the corresponding amounts back to U.S. dollars by dividing them by using the spot rate as of December 31, 2025 (R$ 5.495 to US$1.00) so as to present what these amounts would have been had exchange rates been the same as those on December 31, 2025. The Brazilian reais/U.S. dollars exchange rates were calculated using rates as of such dates as reported by Bloomberg. The spot Brazilian reais/U.S. dollar exchange rate for the year ended December 31, 2022 (R$5.280 to US$1.00) was used to calculate, using the same methodology described above, the FX Neutral Deposit and FX Neutral Interest-earning portfolio as of December 31, 2022 which are inputs to the FX Neutral Deposit growth (%) and FX Neutral Interest-earning portfolio growth (%), respectively, presented for the year 2023.
FX Neutral measures do not include adjustments for any other macroeconomic effect, such as local currency inflation effects, or any price adjustment to compensate for local currency inflation or devaluation. A reconciliation of our FX Neutral measures to the most directly comparable financial measure calculated and presented in accordance with IFRS Accounting Standards can be found in “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Non-IFRS Financial Measures and Reconciliations.”
Special Note Regarding Certain Operational Metrics
Customers and Active Customers
This annual report presents information regarding our number of customers and our number of monthly active customers.
Number of customers and monthly active customers information is prepared and presented as an important indicator of the size and momentum of our business, particularly as we continue to operate at a high growth pace. We define customers for a given measurement period as the individuals or Small and Medium Enterprises (SMEs) that have previously or within such measurement period opened an account with us and we exclude any such individuals or SMEs that have been charged-off or blocked or have voluntarily closed their account. The number of customers is presented because it allows us to track our capacity to attract and retain customers and can provide useful information to investors, securities analysts and the public in their review of our operating performance.
Monthly active customer information is prepared and presented as an important indicator of the size and momentum of our business based on the number of customers we consider to be active. We define monthly active customers as all customers that have generated revenue in the last 30 calendar days, for a given measurement period. Monthly active customers information is presented because it allows us to track our capacity to attract and retain active customers and can provide useful information to investors, securities analysts and the public in their review of our operating performance.
Moreover, we differentiate between total number of customers (which includes customers we consider to be non-active) and active customers, to enable our management to evaluate performance metrics exclusively on the customers that we define as active. Doing so allows us to track performance based on revenue (defined as Monthly ARPAC) and cost (defined as Monthly Average Cost to Serve per Active Customer). For an explanation of how we calculate Monthly ARPAC and Monthly Average Cost to Serve per Active Customer please see the “Glossary of Terms” and “Item 5. Operating and Financial Review and Prospects—A. Operating Results.”
Information regarding both total number of customers and monthly active customers should be analyzed in conjunction with other operating and financial metrics, and should not be considered as a measure of performance in isolation. Additionally, our calculation of these measures may be different from the calculation used by other companies, including our competitors in the technology and financial services industries, because other companies may not calculate these measures in the same manner as we do, and therefore, our measures may not be comparable to those of other companies.
Market Share and Other Information
This annual report contains data related to economic conditions in the markets in which we operate. The information contained in this annual report concerning economic conditions is based on publicly available information from third-party sources that we believe to be reasonable. Market data and certain industry forecast data used in this annual report were obtained from internal reports and studies, where appropriate, as well as estimates, market research, publicly available information (including information available from the U.S. Securities and Exchange Commission website) and industry publications. We obtained the information included in this annual report relating to the industry in which we operate, as well as the estimates concerning market shares, through internal research; public information; publications on the industry prepared by official public sources, such as the Brazilian Association of Financial and Capital Markets Entities (Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais, or “ANBIMA”); the World Bank; the International Monetary Fund, or “IMF;” the Organization for Economic Co-operation and Development, or “OECD;” the Central Bank of Brazil (Banco Central do Brasil, or “BCB”); the Colombian Central Bank; the Central Bank of Mexico (Banco de Mexico, or “BANXICO”); the Colombian Financial Superintendency (Superintendencia Financiera de Colombia, or “SFC”); the Brazilian Social and Economic Development Bank (Banco Nacional de Desenvolvimento Econômico e Social, or “BNDES”); the Brazilian Institute of Geography and Statistics (Instituto Brasileiro de Geografia e Estatística, or “IBGE”); the Brazilian Institute of Applied Economic Research (Instituto de Pesquisa Econômica Aplicada, or “IPEA”); the Brazilian Superintendence of Private Insurance (Superintendência de Seguros Privados, or “SUSEP”); the Brazilian National Confederation of Insurers (Confederação Nacional das Seguradoras, or “CNSEG”); the Colombian National Administrative Department of Statistics (Departamento Administrativo Nacional de Estadística, or “DANE”); the Mexican National Institute of Statistics and Geography (Instituto Nacional de Estadística, Geografía e Informática, or “INEGI”); the Mexican National Survey of Financial Inclusion,(Encuesta Nacional de Inclusión Financiera, or "ENIF"); the Inter American Development Bank or "IDB"; the International Monetary Fund, or "IMF", the European Central Bank, or "ECB", the Brazilian Micro and Small Business Support Service (Serviço Brasileiro de Apoio às Micro e Pequenas Empresas or “SEBRAE”); the Brazilian Association of Artificial Intelligence and E-Commerce (Associação Brasileira de Inteligência Artificial e E-Commerce, or “ABIACOM”); the Brazilian Association of Credit Card and Services Companies (Associação Brasileira de Empresas de Cartões de Crédito e Serviços, or “ABECS”); the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores, or the “CNBV”); the Mexican National Insurance and Finance Commission (Comisión Nacional de Seguros y Finanzas, or the “CNFS”); the Colombian Insurance Federation (Federación de Aseguradores Colombianos, or “Fasecolda”); the Colombian Trusts Association (Asociación de Fiduciarias, or “Asofiduciarias”); the GSM Association (Global System for Mobile Communications, or “GSMA”); and other private sources, such as the Brazilian stock exchange (B3 S.A. – Brasil, Bolsa, Balcão, or the “B3”), Bloomberg and Forbes, consulting and research companies in the Brazilian financial services industry, and Fundação Getulio Vargas, or “FGV”, among others. We estimate that we are one of the largest digital financial services platforms in the world by comparing what we believe to be the largest (by number of customers) digital financial services platforms around the world (according to public statements made by these platforms and data from an independent research firm) to the number of customers on our platform.
Industry publications generally state that the information they include has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Although we have no reason to believe any of this information or these reports are inaccurate in any material respect and believe and act as if they are reliable, we have not independently verified it. Governmental publications and other market sources, including those referred to above, generally state that their information was obtained from recognized and reliable sources, but the accuracy and completeness of that information is not guaranteed. In addition, the data that we compile internally and our estimates have not been verified by an independent source. Except as disclosed in this annual report, none of the publications, reports or other published industry sources referred to in this annual report were commissioned by us or prepared at our request. Except as disclosed in this annual report, we have not sought or obtained the consent of any of these sources to include such market data in this annual report.
Calculation of Net Promoter Score
Net promoter score, or “NPS,” is a widely known survey methodology that measures the willingness of customers to recommend a company’s products and services. It is used to gauge customers’ overall satisfaction with a company’s products and services and their loyalty to the brand, and it is typically based on customer surveys. NPS measures satisfaction using a scale of zero to 10 based on a customer’s response to the following question: “How likely is it that you would recommend Nu to a friend or colleague?” Responses of nine or 10 are considered “promoters.” Responses of seven or eight are considered neutral. Responses of six or less are considered “detractors.” The NPS, a percentage expressed as a numerical value, is calculated by subtracting the percentage of respondents who are detractors from the percentage who are promoters.
Rounding
We have made rounding adjustments to some of the figures included in this annual report. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.
Cautionary Statement Regarding Forward-Looking Statements
This annual report contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this annual report include statements about:
| ● | general economic, financial, political, demographic and business conditions in Brazil, Mexico and Colombia, as well as any other countries we may serve in the future and their impact on our business, including the impact of the current international economic environment and the macroeconomic conditions in those countries as well as the impact of the Brazilian presidential elections to be held in October 2026; |
| ● | fluctuations in interest, inflation and exchange rates in Brazil, Mexico and Colombia and any other countries we may serve in the future; |
| ● | our ability to timely and efficiently implement any measures that are necessary to combat or reduce the impacts of the ongoing war between Russia and the Ukraine and the conflict in the Middle East on our business, results of operations, cash flow, prospects, liquidity and financial condition; |
| ● | competition in the consumer technology and financial services industry; |
| ● | our ability to implement our business strategy; |
| ● | our ability to adapt to the rapid pace of technological changes in the sectors in which we operate; |
| ● | the reliability, performance, functionality and quality of our products and services, reliability and performance of our suitability, risk management and business continuity policies and processes; |
| ● | the availability of government authorizations on terms and conditions and within periods acceptable to us; |
| ● | our ability to continue attracting and retaining new appropriately-skilled employees; |
| ● | our capitalization and level of indebtedness; |
| ● | the interests of our founding shareholders; |
| ● | our ability to manage our growth effectively; |
| ● | our ability to successfully expand in Latin America and other new markets; |
| ● | changes in government regulations applicable to the financial services industry in Brazil, Mexico, Colombia and elsewhere; |
| ● | our ability to compete and conduct our business in the future; |
| ● | our ability to maintain, protect and enhance our brand and intellectual property; |
| ● | the success of operating initiatives, including advertising and promotional efforts and new product, service and concept development by us and our competitors; |
| ● | changes in consumer demands regarding the products and services we offer, and our ability to innovate to respond to such changes; |
| ● | changes in labor, distribution and other operating costs; |
| ● | our compliance with, and changes to, government laws, regulations and tax matters that currently apply to us; |
| ● | the size of our addressable markets, market share and market trends; |
| ● | the outbreak of any communicable diseases or any other public health crisis; |
| ● | other factors that may affect our financial condition, liquidity and results of operations; and |
| ● | other risk factors discussed under “Item 3. Key Information—D. Risk Factors.” |
We caution you that the foregoing list may not contain all of the forward-looking statements made in this annual report. You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this annual report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors, including those described in “Item 3. Key Information—D. Risk Factors” and elsewhere in this annual report. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this annual report. We cannot guarantee that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, the forward-looking statements made in this annual report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this annual report to reflect events or circumstances after the date of this annual report or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this annual report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
PART I
Item 4. Information on the company
| A. | History and Development of the Company |
Corporate Information
We were incorporated in the Cayman Islands as an exempted company with limited liability on February 26, 2016. Our registered office is located at c/o Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, Grand Cayman, KY1-9010, Cayman Islands, and our telephone number at this address is +1 345 949 2648. Our website address is https://international.nubank.com.br/about/. Information contained on, or that can be accessed through, our website is not part of, or incorporated by reference into, this annual report, and inclusions of our website address in this annual report are inactive textual references provided only for your informational reference.
Our Nu Journey
We launched Nu to revolutionize financial services for Latin American consumers and small businesses, challenging the status quo of incumbent banks. These banks historically applied homogeneous underwriting methodologies and lacked customer obsession, often resulting in high fees and interest costs for consumers. This approach not only ignored their needs but also excluded a significant portion of the population from the banking system. Brazil, a country with some of the highest banking fees in the world, presented an ideal backdrop to introduce new, customer-centric financial solutions. We saw an opportunity to create a set of fully digital, tailored financial services, focusing initially on credit cards. Through our obsession with customer experience, we sought to help our customers make payments more conveniently, organize their finances better, and improve their use and control of credit.
A Nu Journey Begins
2013 to 2017: The Launch of a Nu Approach to the Market – Reaching over 3 million customers
We began our journey in 2013 with a small team, launching our first product, the Nu Credit Card, in Brazil in 2014. This no-annual-fee, digital-first Mastercard disrupted the Brazilian market, expanding customer reach and providing valuable data for refining our models. Focusing initially on credit cards allowed Nubank to build customer trust, develop proprietary data, and establish a strong market presence.
The strategy of starting with a single product provided a superior user experience and market insights. By tackling the complex credit card sector early on, we earned customer trust with differentiated solutions, gathered extensive data on financial behavior, and created a defensible market position for future expansion into other financial services.
Scaling the Business
2017 to 2018: Growing Beyond Credit Cards—Reaching over 6 million customers
In 2017, we launched NuAccount, a digital financial services solution with free deposits, transfers, and payments, along with a competitive savings feature. The following year, we added a free prepaid card, accessible through the mobile app, making NuAccount a primary banking option for many customers.
Leveraging data from NuAccount users, we refined our credit and other product offerings, enhancing customer lifetime value and maintaining a cost-efficient model. By launching targeted products and monitoring applicant profiles, we effectively converted potential clients into active users, further scaling our customer base.
Expanding Our Breadth & Depth to Nu 3.0
2019 to 2024: Expanding to New Products and New Countries—Reaching 114 million customers
In 2019, Nubank introduced personal loans and business checking accounts for micro-businesses in Brazil, expanding our service offerings and leading to substantial SME customer base growth. Simultaneously, between 2019 and 2020, we initiated our international expansion, replicating our Brazilian strategy by launching our credit card products in Mexico and Colombia.
In 2020, diversifying further, we ventured into insurance and investments, by launching NuLife, a life insurance product seamlessly integrated and distributed through our mobile app in partnership with Chubb Limited, or “Chubb”, a leading global insurance policy underwriter, and by acquiring Easynvest, a leading retail investments platform in Brazil, which we believed to be the largest direct-to-consumer retail investments platform in Brazil at the moment of acquisition.
In 2021, we completed the acquisition of Easynvest and relaunched it under the Nu Investimentos brand with curated features to help our customers invest more easily in the financial markets through our mobile app. We also expanded our product set further with the launch of Ultraviolet, our premium metal credit card for more affluent customers, and credit card for small and medium-sized enterprises. On December 9, 2021, Nubank went public on the New York Stock Exchange (NYSE) raising US$2.3 billion through its Initial Public Offering (IPO).
In 2022, we launched NuPay, an innovative payment solution for online purchases that allows customers to complete transactions within the Nu app. This functionality offers a more practical and secure experience by enabling customers to pay with their account balances or interest-free installments offered by merchants. That same year, we introduced the Money Boxes, a digital savings platform that enables customers to access more attractive investment alternatives compared to traditional low-yield products, such as savings accounts (poupança). We have seen an evolution of our credit card interest-earning assets in Brazil driven by the launch of new features that allow customers to use their credit cards as a means of financing. These features include the ability to finance: 1) bank payment slips (boletos); 2) individual purchases in installments; and 3) Pix transfers, in all these cases by using credit card limits.
In 2023, we announced the expansion of our loan products in Brazil by introducing secured credit products, including payroll loans for federal public employees, retirees and pensioners who are beneficiaries of the INSS (the Brazilian National Institute of Social Security); as well as FGTS-backed loans supported by the Brazilian Severance Pay Fund for Length of Service. The expansion of our portfolio enabled us to reach approximately 94 million customers at year-end 2023. As of that date, we served 87.8 million customers in Brazil, 5.2 million in Mexico, and more than 800,000 in Colombia.
During 2023, we also launched deposit accounts in Mexico, reaching one million accounts within just one month. We also introduced personal loans, which we believe will help us deepen customer relationships while continuing to strengthen our deposit franchise and credit portfolio in the country.
In 2024, our consistent execution and customer-centric approach drove meaningful growth across our three geographies. In Brazil, we exceeded the milestone of 100 million customers, adding over 1 million new customers per month. In secured loans, we signed nine new agreements with public-sector collateral counterparties. We also launched Working Capital, our first credit solution for small and medium-sized companies (SMEs), enabling entrepreneurs to access tailored lines of credit to support daily cash needs or other business demands.
To deepen our customer value proposition, we introduced Nubank+, an evolution of the Nu experience, offering additional benefits such as cashback, streaming in partnership with Max, free withdrawals, and other premium services. We launched NuTravel, a travel booking solution embedded within the Nu app, and the convenience of bundling with a Multi-Currency Account. Additionally, we introduced NuCel, our Mobile Virtual Network Operator (MVNO) service in partnership with Claro, further diversifying our offerings, strengthening the breadth of Nu’s ecosystem, and expanding our addressable market.
In Mexico, we reached the milestone of 13 million customers, reinforcing our strong growth trajectory in the country. Meanwhile, in Colombia our customer base expanded to 2.5 million customers, continuing its positive momentum following the launch of the Nu Cuenta product.
2025: Expanding Nu’s platform, increasing market share across core products, and driving deeper monetization of our existing customer base - Reaching 131 million customers
In 2025, Nubank continued to execute its long-term strategy of building the largest and most loved retail banking franchise in Latin America, making measurable progress across Brazil, Mexico, and Colombia. In Brazil, according to BCB data, we became the largest private financial institution by number of customers, reaching 113 million customers and serving 62% of the population, with an activity rate of 86% — reinforcing the virtuous cycle between scale and engagement. In Mexico, we reached 14 million customers, advanced our banking license process, and saw approximately half of our customers receive their first credit card through Nu, underscoring our role in expanding access to credit. In Colombia, we surpassed 4 million customers, with the subscription-based credit card increasing approval rates while maintaining healthy unit economics.
Across our markets, we launched more than 100 new products and features, each designed to deepen engagement, expand access, and strengthen unit economics. In payments, we enhanced PIX with AI-enabled features, launched instant payments in Colombia, and expanded Mexico’s cash-in and cash-out network to more than 30,000 physical points. In credit, we introduced new payroll loan modalities in Brazil, launched a subscription-based credit card in Colombia, expanded programs such as Fresh Start to support customers in rebuilding credit, and introduced an under-18 credit card to begin earlier financial relationships. In the affluent segment, Ultravioleta strengthened its value proposition, while in SMEs we scaled credit offerings and launched tools such as Charging Assistant to support cash flow management.
In parallel, we continued to strengthen our deposit franchise. Total deposits increased 29% year-on-year on a FX-neutral basis to US$41.9 billion, while our interest-earning portfolio expanded 47% to US$18.5 billion, also on an FX-neutral basis. We have maintained our high growth trajectory, while significantly strengthening our financial results, underscoring the efficiency and compounding power of our business model. Revenues grew 37% year-over-year, to US$15.8 billion in 2025. Notably, net income grew 45% from 2024 to close at US$2.9 billion in the year ended December 31, 2025.
For information regarding our capital expenditures and divestitures, if any, see “Item 5. Operating and Financial Review and Prospects.”
B. Business Overview
Overview
Our Mission and Vision
Our mission is to fight complexity to empower people in their daily lives by providing accessible, affordable, and easy-to-use financial products. In 2013, we began our journey by disrupting the financial services market in Latin America, starting in Brazil, followed by Mexico and Colombia. This market opportunity encompasses approximately 662 million people in Latin America according to the World Bank, many of whom we believe are underbanked and deeply unsatisfied with their legacy bank relationships, or are completely unbanked.
We are in the early stages of becoming a technology company that is revolutionizing a broad range of services by putting the customer at the center of their strategies and designing experiences based on mobile-first and cloud-based models. We believe that new technology-driven companies can capture market share from legacy providers across all industries, expand the size of addressable opportunities, and operate with superior economics. We also believe there is a significant opportunity to use the latest technologies and business practices to create for individual consumers and SMEs new and more user-friendly experiences that are simple, intuitive, convenient, low-cost, empowering and human.
To date, we have made substantial strides with our Money Platform, which comprehensively supports users through what we call the 'Five Financial Seasons': spending, saving, investing, protecting, and borrowing. The platform is designed to seamlessly integrate each of these aspects into our customers' financial wellbeing and enhance it.
Welcome to Nu
We believe Nu is one of the world’s largest digital financial services platforms, and one of the leading technology companies in the world, with 131 million customers across Brazil, Mexico and Colombia as of December 31, 2025, a potential unlocked by our member-get-member referral program.
Our business is based on four core principles: (1) having a customer-centric culture; (2) prioritizing human-centric design, products, services and interactions to create extraordinary customer experiences; (3) developing advanced proprietary technologies built from the ground up by some of the best engineering talent from around the world; and (4) leveraging data science and powerful proprietary models that support every aspect of our business. We combine these principles to create a self-reinforcing business model that enables us to serve our ecosystem of customers and partners more effectively as we grow to create significant impact for our stakeholders and sustainable competitive advantages in the marketplace. Together, these have compounded since Nu was founded, to produce:
| ● | A Digital Financial Services Leader – As of December 31, 2025, we had 131 million customers. In Brazil we had 113 million customers, which represented approximately 62% of the country’s population aged 18 and above. BCB data shows that in 2025, our Brazilian customer base growth outperformed the five largest incumbent banks combined, further consolidating our position as the largest private financial institution in the country in terms of number of customers, according to BCB. In Mexico, we serve around 15% of the adult population and we are the leading issuer of new credit cards in the country, according to CNBV data. In Colombia, we have surpassed 4 million customers, and with the recent expansion of our credit card portfolio, we are now able to approve nearly three times more applicants with our fee-led card strategy, implemented in 2024 and expanded throughout 2025. |
| ● | A Powerful and Expanding Ecosystem of Solutions and Services across the Five Financial Seasons – We have developed a suite of proprietary financial solutions designed to create superior experiences across the Five Financial Seasons of our customers: |
| ○ | Spending with our credit and prepaid cards, QR code-based and Pix instant payment arrangements, WhatsApp Pay, traditional wire transfers, and an array of different solutions to help customers optimize their sending through our marketplace, NuTravel and NuCel; |
| ○ | Saving with our Nu personal and business accounts, as well as through Money Boxes; |
| ○ | Investing through our direct-to-consumer digital investment platform; |
| ○ | Borrowing with our transparent, easy-to-manage credit cards, as well as secured and unsecured loans, all with limits that grow over time as users build their credit histories with us; and |
| ○ | Protecting through the distribution of insurance solutions for mobile devices, life and home. |
| ● | A Highly Engaged and Loyal Customer Base – We believe we have built a solid reputation with our customers for being trustworthy and reliable. We (1) acquired a significant part of our customers organically since our inception, either through word-of-mouth or direct unpaid referrals from existing customers without incurring direct marketing expenses; (2) scored an NPS that we believe far exceeds incumbent banks and all other major local financial technology companies; and (3) became the primary banking relationship for over 62% of our active customers, as of December 31, 2025. We consider ourselves the primary banking relationship for active customers who had at least 50% of their post-tax monthly income transferred out of their NuAccount in any given month. For more information on how we calculate organic customer growth and primary banking relationships, see “Glossary of Terms.” |
| ● | Our World-Class Talent – Our employees represent over 50 different nationalities and bring experience in scaling some of the largest technology and financial services companies in the world. We believe our culture, mission and commitment to innovation has helped us become a hub of the best engineering talent, not only in the region, but also globally. |
| ● | Significant Product and Platform Expansion – In 2025, we launched over 100 new products and features across the markets we operate to deepen engagement and expand monetization. Key launches included new payroll loan modalities in Brazil, an expansion of our credit card portfolio in Colombia, an under-18 credit card in Brazil, and tools such as Turbo Moneyboxes and NuScore to strengthen financial planning and engagement. We also expanded SME credit offerings and introduced tools such as Charging Assistant to support small business operations and cash flow management. |
| ● | Full Regulatory Compliance and Cooperation – We are committed to open, collaborative and transparent relationships with public officials, as we work to improve how people are served by the financial sector. Over the past several years, we have been active in some of the latest landmark regulations for Latin America’s financial system. For example: Brazil’s real-time payment system Pix, open finance, salary portability, cybersecurity, fraud prevention, revolving cap, and other aspects of the country’s financial system. By applying our values to regulatory proposals, we believe we can help shape a more competitive landscape in Latin America’s financial sector. Through this process, we believe we have established a positive reputation as well as an open and collaborative relationship with regulators in the countries where we operate. |
| ● | Financial Inclusion – Our business reaches people in 100% of Brazil’s municipalities, in line with our mission to provide financial access and literacy, which we view as crucial to inclusive economic growth and sustainable development. We estimate that in the last five years (until December 31, 2025), we have made it possible for up to 16 million Brazilians with no credit history to have access to a credit card. |
Mexico has traditionally been a country with a very low level of financial inclusion. According to INEGI’s ENIF 2024[1] (National Survey of Financial Inclusion), 63% of the adult population in the country had a bank account, approximately 37% had access to formal credit, and only approximately 16% had a credit card in the banking system. According to the second quarter of 2025 information from CNBV, the number of accounts in Mexico had increased by 33% since 2021 and Sofipos accounted for 20% of the total, which also includes banks. Since entering the country, we have understood that the main reason for the low levels of financial inclusion, especially in credit products, was not a lack of demand but lack of appropriate supply. We believe that between 43% and 53% of our customers in the country did not have a credit card before ours.
Our Attractive Opportunity
Within Latin America and the Caribbean, we currently serve Brazil, Mexico and Colombia, countries that collectively accounted for over 61% of the population and 66% of the GDP in the region in 2025, according to IMF forecasts, and that provide a fertile opportunity for our services due to several attractive attributes and market characteristics, including:
| ● | Meaningful Pain Points in the Market – Financial services consumers in our markets suffer from real pain points, which gives us a significant opportunity to provide them with solutions to these pain points. The five largest incumbent banks, in terms of deposits and outstanding credit portfolios, to consumers in Brazil, Mexico and Colombia, which on average hold between 68% and 80% of all loans and deposits across all segments, charge high fees, based on data from these countries’ respective Central Banks, as of December 31, 2025. |
| ● | Powerful Secular Trends – The Latin American region is benefiting from several positive secular trends that align well with our business, including a strong technology adoption rate and high mobile app usage. This trend is driven by a young population, a growing middle class, and high smartphone adoption rates, especially in Brazil, Mexico, and Colombia. Additionally, regulators in the region are promoting innovation and competition in the financial services sector, creating more opportunities for us to disrupt traditional providers with our innovative business models and mobile app solutions. |
| ● | Significant Penetration Opportunities – Financial services in Latin America still offer a significant penetration opportunity ahead, as the electronic payments and consumer credit segments continue to spread across the region while still being materially below current penetration levels in the United States and the United Kingdom, based on available data gathered from the World Bank and the Bank for International Settlements (BIS). For example, in Brazil, Mexico and Colombia there is: (1) a still large unbanked population consisting of 86.6 million adults in aggregate, according to our estimates; (2) low credit card adoption rates of 42.9%, 11.3%, and 6.7% in Brazil, Mexico and Colombia, respectively, according to 2024 data from the Bank for International Settlements (BIS); and (3) limited household debt as a percentage of GDP, at 36.5%, 17.0% and 25.4% in Brazil, Mexico and Colombia, respectively, compared to 69% in developed markets (consisting of the median in the United Kingdom, the United States, Spain, Japan, France and others), according to June 2025 data from the BIS. |
[1] ENIF is published every three years, with the latest edition being 2024.
Our Unique Approach
We are building our business using a unique approach that combines our four core principles to create a self-reinforcing business model that helps us nurture and grow our expanding ecosystem of individual consumers, SMEs and marketplace partners. These core principles are:
Customer-Centric Culture
Since our company was founded, we have intentionally and consistently cultivated an obsession with delighting our customers. This culture is central to achieving our mission, as we remain vigilant in preserving and nurturing it. The core values of our culture are:
| ● | We create a deep emotional connection with our customers by providing delightful experiences and empowering them to take control of their financial lives. |
| ● | We cultivate a culture of ownership among our employees, with many of them having a financial stake in the company. |
| ● | We constantly challenge the status quo and strive for innovation and growth. |
| ● | We prioritize efficiency to minimize waste and provide services at lower costs for our customers. |
| ● | Lastly, we believe in the power of diverse teams, as they foster creativity and innovation in serving our local markets. |
Extraordinary Customer Experiences
We aim to deliver simple, easy-to-use products, seamlessly integrated through our Nu mobile application and backed up by our team of Xpeer customer support specialists. This is driven by:
| ● | Prioritizing mobile and digital-first products, focusing on creating cloud-based mobile apps that provide a modern digital experience across all devices. |
| ● | Products that are designed to be simple, transparent, accessible, and easy to use for our customers. |
| ● | Using a human-centered design approach to provide a high-quality and intuitive experience in everything we offer. |
| ● | Our Nu mobile app seeks to seamlessly integrate all our products and services, providing customers with easy access. |
| ● | A dedicated team of customer service agents called "Xpeers", who continuously enhance the customer experience and contribute to product development using proprietary software and AI algorithms. |
For additional information regarding our use of AI algorithms, see “Item 1. Information on the Company—NuCore Technology Platform.”
Advanced Technology
We use advanced technologies and modern tools to deliver a superior experience for our customers in a hyper-scalable and secure environment. We prioritize building our own architecture and investing in engineering talent. The key components of our technology include:
| ● | Our proprietary cloud-based core banking platform called NuCore, which enables us to efficiently manage various functions crucial to our operations, including transaction processing, regulatory reporting, customer services, and fraud prevention. This platform gives us the agility and control to optimize our products and meet the unique needs of our markets. |
| ● | A microservices approach that we employ, to scale, introduce new products, and expand into new markets. |
| ● | Our advanced technology strategies, including an immutable ledger and the use of the Clojure programming language, have attracted top software engineers from around the world, enabling us to develop innovative solutions and maintain a strong development team. |
Proprietary Data Science
We develop, store and analyze an enormous amount of data that we use to inform our decision-making, reduce risks and improve the customer experience. This provides us with significant advantages and ways to add differentiated value to our customers, such as our proprietary NuX credit engine. Our data science strategy consists of:
| ● | Strengthening our NuX credit engine and machine learning models to offer credit strategies tailored to each customer's unique situation. |
| ● | Artificial intelligence and machine learning algorithms that continually enhance our underwriting, risk management, and customer experience. |
| ● | Integrating all data within our Nu Ecosystem, enabling us to algorithmically recommend products in real-time that align with specific customer needs throughout their financial journey. |
Our Self-Reinforcing Model
Our self-reinforcing business model includes seven key elements that we combine to serve our customers more effectively, generate competitive advantages, nurture and grow our ecosystem, and create shareholder value.
The seven elements of our model include:
| A. | | More Customers – Our most significant source of marketing is word-of-mouth recommendations from existing customers, which has resulted in viral organic customer acquisition and high retention. This leads to: |
| B. | | More Engagement and Scale – Our customers increase their engagement with and use of our high frequency and essential solutions or adopt any of our new solutions. This leads to: |
| C. | | More Data – We gather data from each customer and each transaction. The data compound in value as we grow and drive our artificial intelligence and machine learning algorithms to improve everything we do. This leads to: |
| D. | | Lower Costs – We use our growing data sets to make smarter underwriting decisions, continuously improve customer segmentation and optimize business operations, which can improve efficiencies. This leads to: |
| E. | | Attractive Fees and Rates – We use our greater insights, efficiencies and cost savings to offer customers products with attractive fees and rates, as we better understand their total risk profile and optimize our own operations. This leads to: |
| F. | | Better Products and Experiences – We can also use our greater insights and efficiencies to improve our product design, optimize the customer experience and develop new features. This leads to: |
| G. | | A Growing Nu Ecosystem – Our ecosystem includes our 131 million customers as of December 31, 2025, composed of individual consumers and SMEs, and a growing number of marketplace partners who we collaborate with to offer attractive solutions beyond our core capabilities. |
Our self-reinforcing model and execution have resulted in a large and vibrant community of customers, consisting of (1) individual consumers across all social classes and ages, and (2) SMEs, including small businesses and entrepreneurs that help fuel the economy.
Our Market
Our Market Opportunity
Latin America is a large and dynamic region, with a total population of 653 million people and a GDP of US$7.0 trillion in 2025, projected to have grown by 2.42% in real terms in 2025, according to the IMF. We currently operate in Brazil, Mexico and Colombia, which collectively represented 61.2% of the population and 65.1% of the region’s GDP in 2025, also according to IMF data.
Our primary goal is to increase our presence in these markets by growing our customer base, launching new products and continuing to gain relevance in our customers’ financial lives.
Over time we aim to expand our presence to additional markets in Latin America, as consumers and SMEs have faced for too long banking systems with substantial challenges that create market inefficiencies and opportunities for disruption. We believe penetration of these markets remains low in terms of financial services relative to developed countries, as demonstrated by the large number of adults that are still unbanked, the relatively low level of indebtedness of households, and low adoption rates of credit cards in comparison to other payment methods.
Our Serviceable Addressable Market, or “SAM”, encompasses the retail financial services, as well as marketplace and mobile services, that we currently provide in Brazil. This includes revenue from the following services:
| ● | Retail credit (including secured and unsecured personal loans, auto loans, credit card financing and revolving credit), defined as interest income net of funding costs and credit charges; |
| ● | SME credit (including secured and unsecured loans), defined as interest income net of funding costs and credit charges; |
| ● | Payments, defined as debit, prepaid and credit interchange fees; |
| ● | Customer assets, including brokerage fees on securities, private pensions, savings accounts and investment funds, and interest revenue net of yields on customer deposits; |
| ● | Insurance brokerage, defined as commissions from distribution of Life and Property & Casualty, or “P&C”, insurance products; |
| ● | E-commerce marketplace, defined as fees from gross merchandise volume; |
| ● | Acquiring and services fees, defined as discount rates on merchant transactions and account-related transaction fees; and |
| ● | Mobile virtual network operator service, including a voice package for local and long-distance calls and broadband internet access. |
The revenue potential of retail financial services in Brazil, Mexico and Colombia, measured as revenues from interest income and service fees minus funding costs, totaled US$227.9 billion in 2025, growing 7% (11% on an FX-neutral basis) relative to 2024, according to our internal analysis based on publicly available information. Our market share for the year ended December 31, 2025 reached approximately 5% of SAM, demonstrating the massive opportunity ahead.
Brazil, Mexico and Colombia Estimated Financial Retail Industry Revenue 2025
Sources: internal estimates based on public sources (BCB, Anbima, Abecs, Susep, CNSeg, BNDES, Abiacom, Banxico, CNBV, Condusef, CNFS, Banco de la Republica, SFC, Asofiduciarias, Fasecolda, CCCE, company data, others).
Interest and Fee Income Breakdown by Product Category and Nu's Market Share (US$ billion)
Sources: internal estimates based on public sources (BCB, Anbima, Abecs, Susep, CNSeg, BNDES, Abiacom, Banxico, CNBV, Condusef, CNFS, Banco de la Republica, SFC, Asofiduciarias, Fasecolda, CCCE, company data, others).
For more information regarding our market opportunity, please refer to “—Deep Dive on Our Industry Background and Market Opportunity”.
Industry Background – the Latin American Financial Services Industry is ready to be reinvented
Consumers and SMEs in Latin America have long faced a banking system with substantial challenges that create attractive opportunities for disruptors like Nu, including:
| ● | Concentrated Banking Sector with a Lack of Competition – The banking sector in Latin America and the three markets where we operate is more concentrated in comparison to several advanced markets. According to the Herfindahl–Hirschman Index, which measures the concentration on a scale from 0 to 10,000, where the lower the index the less concentrated the market, Brazil, Mexico and Colombia posted scores of 889,993 and 1,262, respectively - significantly higher than the indexes of the United States (328), Germany (373) and France (488), as of 2024 and 2025, according to data from the BCB, CNBV, SFC and the European Central Bank in 2024 and 2025. Consequently, Latin America has long suffered from a lack of competition: less innovation, limited selection of products and services, and higher fees. While this concentration has enabled large incumbent banks to maintain their status quo, it has also created a fertile environment for disruption by market entrants who can use advanced technology, better data, and superior customer service to win market share. |
| ● | High Cost to Serve – Incumbent banks in Brazil, Mexico and Colombia have vast and expensive branch distribution networks supported by large workforces and legacy systems. As of December 2025, the main incumbents in Brazil are reported to have between 3,955 and 1,685 branches and service points, and between 85,206 and 49,661 employees each. We believe that the aforementioned structure results in higher cost to serve, and induces traditional players to sell high-margin products, excluding a large segment of the population from the financial system. We estimate that in Brazil, our cost to serve and general and administrative expenses per active customer are approximately 85% lower than those of incumbents, based on their publicly available financial statements for the year ended December 31, 2025. |
| ● | Poor Customer Service and Lack of Trust – We believe incumbent banks in Latin America, due to the lack of competition, provide poor customer service, resulting in dissatisfied consumers. Our obsession with customer-centricity enabled us to scale with NPS levels which we believe were significantly higher than competitors in the countries where we operate, according to internal analyses. We believe our levels exceed not only those of incumbents, but also other major local financial technology companies. We are consistently recognized for our customer service, and—based on the latest publicly available information from BCB—we compare favorably to our competitors, having the fewest customer complaints relative to customer base size as of December 31, 2025. |
| ● | Significantly Underpenetrated Market – The Latin American banking sector remains significantly underpenetrated due to prohibitively high costs for financial services. According to a study from the Inter American Development Bank (IDB), one of the most cited reasons for not having a bank account is that opening and maintaining accounts is too expensive. According to the latest available World Bank data, 13.6% of the 169 million people aged 15 and above in Brazil did not have a bank account as of 2024; this compares to 42.9% of the 42 million people aged 15 and above for Colombia; and in Mexico 47% of the 97 million people). All of this highlights that, as of 2024, these three countries collectively held 86.6 million unbanked adults. Additionally, aggregate household debt in Latin American economies averaged between 17% and 37% of GDP as of June 30, 2024, according to the Bank of International Settlements, or “BIS”, data, compared to an average of 71% of GDP in advanced economies and 47% of GDP in emerging economies as of 2025. Lastly, credit card penetration in Brazil, Colombia and Mexico stood at 43.5%, 8.7% and 14.1% of the population aged 15 and above, respectively. |
| ● | Trends Accelerating Industry Disruption |
We believe the region remains open to disruption from entrants who can use advanced technology, better data, and superior customer service. We also believe that we have the potential to change the landscape in Latin America by offering both low-cost and high-quality financial services, materially increasing socioeconomic development and the addressable market for financial services.
We believe significant challenges and trends have already begun to encourage consumers to increasingly look to digital financial services platforms to fulfill their day-to-day banking needs. According to our own internal analysis based on BCB data, the share of total outstanding loans to individuals held by digital banks in Brazil has increased from below 1% in 2018 to above 8% as of September 2025. When excluding certain earmarked loans, such as mortgages and rural activity financing, the share of digital banks in the credit portfolio reached over 14% as of September 2025.
Breakdown of Loans to Consumers in Brazil by the Type of Financial Institutions (%)
Several factors are driving this shift away from incumbents:
| ● | Technological Innovation and Growing Payment Volumes – We believe technological innovation, such as Pix in Brazil, Cobro Digital (CoDi) in Mexico, and Bre-B in Colombia, will translate into sustained growth in electronic payments volumes. The GSMA’s “The Mobile Economy Latin America 2025” report forecasts that the region can reach 93% smartphone penetration by 2030, which should foster technology inclusion. Launched in October 2020, Pix rapidly expanded to a total 179.7 million unique users in Brazil in 2025, and transaction volumes reached US$6,325 billion, a 29% increase over US$4,895 billion in 2024 (34% on an FX-neutral basis). Purchase Volume in credit, debit and prepaid cards in 2025 totaled US$805 billion in Brazil, growth of 143% relative to 2019 levels, according to ABECS in local currency; US$335.8 billion in Mexico, or 11% growth relative to 2018 according to Banxico and in local currency; and US$70 billion in Colombia, an increase of 138% compared to 2018, according to the SFC and in local currency. |
| ● | Shift from Savings to Higher-Yield Investments – In our view, superior customer experiences and low-cost, open platform distribution models employed by direct-to-consumer independent brokers will continue to gain market share. We also believe that improving levels of financial education combined with middle-class expansion and lower interest rates in the long term can contribute to the shift of Brazilian retail investors away from savings products towards higher-yield investments such as fixed income investments and equities. |
| ● | Favorable Regulatory Environment – Regulators in Latin America are promoting several initiatives to foster financial technology disruption to increase competition and financial inclusion. For example, in 2020, the Central Bank of Brazil rolled out its plan to enable Open Finance while launching Pix, an instant payment tool. In Mexico, the 2018 Financial Technology Law established the basis for the development of Fintech companies, and in 2019 and 2023, the development of CoDi and DiMo, respectively, which are both commission free digital payments methods. In Colombia, regulatory updates started in 2020 with Decree 1692/2020 to expand electronic payments by encouraging competition and innovation, were reinforced by decree 1297/2022 that sets forth regulations for voluntary open finance schemes, and more recently supported the creation of Bre-B, the new low-value instant-payments system intended to foster interoperable digital payments in the country. We believe that these regulatory changes will, together, increase efficiency, competition and innovation in the financial services markets of these countries while increasing access to these services. In Brazil, such initiatives are spearheaded by ‘Agenda BC#’, the BCB public policy agenda focused on innovation and competition. These measures have been highlighted in the BCB Regulation Area’s Priorities list for 2024, such as ones related to the development of Open Finance and Pix, as well as those related to AI, Crypto assets and Drex/Tokenization, demonstrating the government’s ongoing commitment to fostering a more efficient and innovative financial environment through proactive and targeted regulations tailored to this purpose.
|
Our Competitive Strengths and Advantages
The strengths generated by our core principles and our self-reinforcing model provide us with powerful competitive advantages that have enabled Nu to disrupt the legacy models of incumbent providers to become what we believe is one of the largest digital financial services platforms in the world. We believe we are positioned favorably to continue growing our business with attractive economics and expanding our addressable market. We believe our advantages are difficult to replicate, will continue to strengthen as we scale, and will compound over time.
We Have Significant Market and Leadership Advantages
Over the past years, we believe we established one of the largest, most influential, and trusted technology companies in the world. This privileged leadership position provides us with several key advantages, including:
| ● | One of the Largest Digital Financial Services Platforms – We believe we have built one of the world’s largest digital financial services platforms, based on number of customers, with 131.0 million customers (including both individual consumers and SMEs) across Brazil, Mexico and Colombia as of December 2025. |
| ● | First-Mover Advantage – We are the first digital-native financial services platform in Latin America and a pioneer in digital financial services globally. We have achieved undisputed leadership in digital financial services in Brazil in terms of number of customers and we are progressively achieving leadership in other countries in Latin America. |
| ● | Trusted and Recognized Global Brand – For the ninth consecutive year, we were honored in the “Banks and Digital Banks – Mega-Operations” category of the Reclame Aqui Award, Brazil's leading consumer service evaluation platform. In 2025, we also ranked among the top institutions in Forbes' World's Best Banks for the seventh year, securing the number one spot in both Brazil and Mexico. Additionally, we were included for the fifth time in Fast Company's World's Most Innovative Companies list, taking first place in the Finance and Personal Finance category and 3rd place overall—a jump of 19 positions from last year. We were was recognized as the most valuable company in Brazil and the surrounding region by the Brand Finance Banking 500 ranking. Further accolades included LatinFinance’s highest regional honor for financial excellence and a number one ranking in The Banker’s Top 50 Global Banking Brands. Our leadership also earned significant individual recognitions in 2025: Cristina Junqueira and David Vélez remain top names in the Merco Leaders ranking, Livia Chanes was named one of Fortune’s Most Powerful Women and Marcela Torres was recognized by Forbes as one of the 100 most powerful women in Colombia. In total, we and our executives earned over 100 global awards in 2025, reinforcing a leadership position defined by innovation, customer experience and impact. |
| ● | World-Class Talent – We attract highly talented employees from leading technology and financial services companies around the world who bring deep expertise and new ideas. Our employees are aligned with our mission and have an ownership mentality—approximately 88% of our active employees have been granted share-based incentive awards as of December 31, 2025. |
We Have Significant Operating and Financial Advantages
Our all-digital and data-driven business model gives us significant advantages, enabling us to scale and operate efficiently. These operating advantages include:
| ● | Extraordinary Customer Experiences – Our modern and intuitive products provide customers with extraordinary experiences which we believe are superior to both incumbent banks and other digital disruptors. We believe our NPS far exceeds incumbent banks and all other financial technology companies, supported by simple, transparent, and intuitive products. Our reputation for providing excellent experience contributes to our brand recognition, organic growth through word-of-mouth referrals, and customer loyalty. |
| ● | Caring and Effective Customer Support – Our self-service support tools and highly trained team of Xpeers provide a superior level of service compared to many competitors. We believe we delight and educate our customers by improving their financial literacy and increasing their engagement with our platform. |
| ● | Proprietary Control and Capabilities from Our Technology Platform – Through our NuCore platform, we centrally manage credit card transaction authorization and core bank account processing, enabling us to operate efficiently, nimbly roll out new products or features, and scale in new markets effectively. We designed and invested in our own cloud-based core banking platform, unlike competitors that usually depend on third-party providers and credit card processors. |
| ● | Low Operating Costs – We operate with a low-cost model across four key areas of our business: |
| ○ | Low Cost to Acquire – Given our focus on creating strong customer experiences, we have been able to acquire customers primarily through viral word-of-mouth and direct customer referrals, which has enabled us to expand our customer base efficiently without expensive marketing campaigns or incentives. |
| ○ | Low Cost to Serve – By operating in a fully digital environment without the need for branches, and by consistently eliminating and simplifying processes, we have been able to serve our customers quickly and efficiently and achieve scale efficiencies, benefits that we can pass along to customers and investors. |
| ○ | Low Cost of Risk – By leveraging our advanced technology and proprietary data science to better assess and reduce credit risk, we have been able to operate and scale efficiently and offer more competitive pricing to our customers. |
| ○ | Low Cost of Funding – Our large and growing base of local currency deposits, originated 100% organically, has enabled us to cover more than our funding needs and extend increasing amounts of credit to our customers, creating a highly resilient, diversified and low-cost funding model that we can scale efficiently. |
| ● | Advantaged Unit Economics – Our competitive advantages include: |
| ○ | Increasing Revenue per Customer – We seek to increase our revenue per customer over time: we combine customer experiences and a low-and-grow approach to increase transaction volumes and share-of-wallet, while cross-selling additional products to our customers. For our monthly cohorts from the first quarter of 2017, our Monthly ARPAC had increased on average by more than 22x by December 31, 2025 versus their initial month. |
| ○ | High Customer Engagement – We believe our continuous investments in technology and customer service combined with the compounding effects of our business model have resulted in engagement rates closer to those of social networks than digital banking platforms and have helped us increase customer engagement over time. This resulted in a monthly activity rate of 83% as of December 31, 2025, which demonstrates the high frequency engagement and utility-like capabilities of our solutions. |
| ○ | Low Customer Churn – We believe our high level of customer engagement contributes to our low customer churn. Our net churn is relatively low, averaging 0.1% per month in 2025, decreasing when compared to 0.2% in 2024. We expect voluntary churn will remain low as we continue to deliver an extraordinary customer experience, become the primary banking account for our customers, and cross-sell to our existing customers to embed ourselves more deeply in their financial lives. Churn or customer churn refers to the loss of customers for any reason at all. We measure and track churn as a percentage of lost customers compared to the total number of customers over a given time period. |
| ● | Effective Underwriting and Pricing – We believe we underwrite customers and manage credit risk more effectively than the banking industry, providing portfolio resilience over time by using our unique data and advanced NuX credit engine. Our goal is not to minimize risk but to maximize value, enabling us to price our products more competitively while still generating advantaged unit economics. |
We Have Significant Strategic Advantages
Our self-reinforcing model also provides us with key strategic advantages that help us differentiate, grow and compete more effectively. These strategic advantages include:
| ● | Unique Data – Our model generates proprietary data on millions of individual consumers and SMEs, giving us unique insights into customer behavior. We feed this data into our artificial intelligence and 60+ machine learning algorithms to improve our underwriting, differentiate our products and services, enhance our customer support, tailor customer experiences, and lower our risks. |
| ● | Powerful Self-Reinforcing Network Effects – We believe our model demonstrates distinct self-reinforcing network effects that help compound our growth. As we expand our ecosystem of customers and partners, we generate more data, which enables us to improve our products and services and customer experience. As more existing customers are delighted with their experience, they refer new customers which, in turn, increases the size of our ecosystem. |
| ● | Highly Defensible Business Model – We built a disruptive business model that supports our strong competitive position in the market. We believe it is highly defensible and difficult to replicate given the significant time, expertise and investments required to build our capabilities across multiple countries. |
Our Growth Strategies
We believe we are in the early stages of capturing a large market opportunity to simplify the lives of hundreds of millions of consumers and SMEs. We continue to leverage the competitive strengths of our self-reinforcing model to grow and expand our business, creating value for all stakeholders. Our primary growth vectors are:
We believe our self-reinforcing model will continue driving the expansion of our ecosystem, as we reach, engage and grow our base of customers and partners. We intend to grow our Nu Ecosystem by:
| ● | Nurturing Our Customer Acquisition Engine – We continue to build our customer acquisition engine by: |
| ○ | Growing Our Base of Highly Loyal Customers – Who we believe will continue to refer other customers to us. Our commitment is to persistently develop innovative, superior products that tap into latent demand, to offer extraordinary financial solutions to consumers and SMEs who we believe are unserved or underserved by incumbent banks, and to foster green-field markets to accelerate customer acquisition. |
| ○ | Developing Our Digital Content and Social Media Presence – Creating new digital content for our NuCommunity portal and millions of our mobile app users, and building our social media platforms to foster customer engagement, advocacy and financial education. |
| ○ | Tactically Leveraging Marketing Spend – To build a leading consumer brand that is loved and trusted by customers in all markets where we operate, helping us expand our ecosystem, attract higher-value customers, and raise awareness of our newest products and services. |
| ● | Increasing Our Share of Customers’ Financial Lives – We believe we will continue to increase our share of customers’ financial lives by: |
| ○ | Growing With Our Customers – As our customers accumulate more wealth and reach new milestones in life, their need for diversified financial services is expected to increase. We currently serve customers across a wide range of ages, and have a particularly young customer base, providing us with the opportunity to grow with customers who are in the early stages of their financial journeys. |
| ○ | Cross-Selling New Products and Upselling to Higher-Value Products – As we accumulate more data and learn more about our customers, we can suggest new products to fit their needs and optimize their credit limits, increasing wallet share across our customers’ Five Financial Seasons and growing revenue along with profits that we generate from each customer. We have also sold customers multiple products at progressively faster rates. For example, as of December 31, 2025, we reached an average of 4 products per active customer. Additionally, millions of customers have a NuAccount but have not yet been approved to receive our credit products. As we continue to collect information on these customers and enhance our customer segmentation and credit models, we believe we will increase our approval rates and extend our full product suite to a significant portion of these customers, at no marginal customer acquisition cost. |
| ● | Utilizing Partners to Grow Our Marketplace of Offerings – We partner with top providers to offer services to customers in new areas where we currently do not have a main product or service. This helps us grow and be a bigger part of our customers' lives, strengthening our primary financial relationship. We believe this represents an important growth channel and will enable us to participate in more areas of our customers’ daily lives quickly and efficiently. For example, we have partnered with big retailers in Brazil, such as Amazon, Casas Bahia, Magalu and Epay to offer non-financial services through our marketplace. We have also partnered with Chubb to provide insurance products and with Hopper to provide travel experiences, each of which can be originated and managed seamlessly through our Nu mobile app. |
| B. | Enhance Our Nu Platform |
We believe there is a significant opportunity to leverage our advanced technology and proprietary data science to offer additional functionality, solutions and experiences to our customers as we learn more about their behaviors and needs. We intend to improve our Nu Platform by:
| ● | Innovating and Developing New Solutions – We are focused on developing and launching new products and features, challenging ourselves to enhance our customers’ lives and better fulfill their diverse financial service needs. We launched various products since we began operations in 2013, including credit and prepaid cards, loyalty programs, payment accounts for individuals and SMEs, unsecured and secured personal loans, investment solutions, Pix and payment slips (boleto) financing, insurance products, and crypto solutions, among others. |
| ● | Executing Strategic Acquisitions – Although we are primarily focused on growing our business organically, we may selectively pursue strategic acquisitions that we believe are attractive business opportunities and are aligned with our mission to consolidate or expand into new areas and gain new capabilities more quickly and efficiently. |
| ○ | Our Acquisition of Hyperplane (U.S.), AI Core – In July 2024, we completed the acquisition of Hyperplane, a U.S.-based AI platform specializing in enabling financial institutions to launch personalized customer experiences through foundation models, which we believe will accelerate Nu's AI development across products. |
| ● | Making Strategic Minority Investments and Corporate Venture Investments – We can selectively make strategic minority investments in companies with which we have negotiated commercial agreements or partnerships where we believe we would benefit from stronger alignment. We believe these investments can provide us with access to third-party products and capabilities at a faster pace and in a highly capital efficient manner, particularly as we build our marketplace of offerings. We evaluate and make minority investments in early stage companies where we see long-term strategic value in establishing relationships and receiving first-hand insights on new potential geographies, products, technologies and strategies that we might consider entering or using in the future. |
| ○ | Our Investment in Tyme Group Pte Ltd. (Singapore) – In December 2024, we made a minority investment in Tyme Group, the holding company which has investments in Tyme Bank Holdings (South Africa operation) and Tyme Investments (Southeast Asia operation). Tyme Group is a digital bank with operations in emerging markets including South Africa and the Philippines. |
| C. | Expand into New Markets |
We believe our Nu model also provides us with the capability to expand into new markets and scale quickly and efficiently. For example, we may consider expanding into:
| ● | New Geographies – We believe we are in the early stages of our international expansion and continue to assess opportunities to scale our platform in new markets. Our technology, data science, credit and differentiated customer experience model provide a foundation for scalable and portable growth. We continue to invest heavily in a global product architecture designed to be both adaptable and efficient across multiple geographies. We believe the early results of our international expansion underscore the portability of our approach. Looking ahead, we may pursue targeted international expansion, where we can provide services to millions of consumers while disrupting the legacy models of traditional financial institutions. |
| ● | Case Study – Expansion to Mexico – Since the launch of our first product in Mexico in early 2020, we believe we have witnessed the ability of our Nu model to successfully transcend borders: |
| ○ | Opportunity in Mexico – We believe we have identified a significant growth opportunity in Mexico and chose it as the first step in our expansion outside of Brazil. According to ENIF (Encuesta Nacional de Inclusión Financiera), 37% of the country’s adult population was unbanked and 63% never had formal credit in 2024. One of the main reasons for the low financial inclusion figures lies primarily in not meeting the requirements to obtain formal financing. On the other hand, Mexico is the second-largest country in Latin America for internet users, with around 84% of Mexicans online (Sources: CNBV, Banxico (SIE), INEGI, Euromonitor, Oliver Wyman Analysis). All of the above factors together make Mexico a perfect market for disrupting the digital financial landscape. |
| ○ | Customer Acquisition and Experience – Our customer base in Mexico is growing at a rapid rate and, as of December 31, 2025, we had a total of 14.1 million customers in the country, more than 50% of whom we acquired through word-of-mouth referrals, and had an NPS which we believe is around 15pts above the average NPS for incumbent banks. Both the ramp up of our customer base and our NPS in Mexico are further ahead than where we were in Brazil three years into our journey there. |
| ○ | Consumer Credit Underwriting – We are already operating the sixth generation of our proprietary machine-learning underwriting models, which meaningfully increase our ability to accept new customers in a country with one of the lowest levels of financial inclusion in the world. Compared to making decisions with generic credit bureau scores, the latest version of our credit engine enables us to lower risk by 11 p.p. for a comparable approval rate. The velocity with which we implemented our proprietary underwriting models in Mexico is also ahead of our experience in Brazil at the same point in the journey. |
| ○ | Leadership Position – We are one of the top new credit card issuers in the country, surpassing long-established players such as Banco Azteca, Banorte, Santander Mexico, HSBC and BanCoppel, and becoming the third-largest regulated financial institution in terms of customers, according to CNBV. |
| ● | Case Study – Expansion to Colombia – We announced our launch in Colombia in September 2020 with ambitious goals for the future: win the fanatical love of people in Colombia, reinvent the future of financial services there, and become one of the leading digital financial services companies in the country. |
| ○ | Opportunity In Colombia – the endemic lack of competition has contributed to the subpar experience for consumers, and we see ample room to offer simple, digital, and low-cost financial services. The evidence of this is widespread, as shown in the data below from 2025: |
| ˣ | 5 banks hold 72% of the credit card purchase volume and 73% of retail deposits, according to Superintendencia Financiera de Colombia (SFC); |
| ˣ | Incumbents scored a low average of 43 in NPS, according to a PRIMS, a Deloitte Survey carried out to measure how much customers recommend a product or service Nu currently leads the market with 64. |
| ˣ | Customers pay monthly fees between COP 13,700 (equivalent to US$ 3.65) and COP 115,000 (equivalent to US$ 30.66) in credit card fees according to SFC. In terms of purchasing power, this would be the equivalent of a minimum-wage worker paying up to US$ 76.20 in monthly credit card fees. The average monthly credit card fee in Colombia is COP 41,763. This means a minimum-wage worker must spend 71.5% of their daily wage to cover it. In the US, it would the equivalent of a minimum-wage worker paying US$ 41.50 a month in fees; |
| ˣ | Only 22% of adults have a credit card, per SFC data; |
In addition to this, we have a few exploitable tailwinds:
| ˣ | More than 60 million connected mobile devices, per Colombia’s Ministry of Technology, Information and Communication data; and |
| ˣ | Cash payments consistently lost share of private consumption, reaching a historic low of approximately 20%, according to SFC. |
| ൦ | Customer Acquisition and Experience – Since launching credit cards in Colombia in 2021, our experience shows we are inching closer to fulfilling our ambitious goal of winning the fanatical love of our customers. We believe we are not only the net fastest-growing credit card issuer (both in number of cards and growth rate), reaching 100% of the states (known locally as departments) and achieving an NPS 1.65x higher than the average of incumbent banks (according to a Bain’s rNPS Prism), but we were also granted a license for a regulated entity for Nu Colombia. We believe this acknowledges the robustness of our model and the urgency with which it is needed in the market. |
| ൦ | Credit Underwriting – Following four iterations, we devised models receiving hourly inputs and daily updates for segment analysis, monitoring the effect of each feature in model behavior by using mathematical methods (e.g. Weight of Evidence and Information Value) as well as dimensions of credit decisions, such as approval rate, average initial lines, credit risk and NPV input metrics. Our risk performance is consistent with the market, despite our high growth rate, and Nu is at the vanguard of financial inclusion in Colombia. |
| ○ | Compañía de Financiamiento License: In January 2024, Nu Colombia received a financing company license from the Superintendencia Financiera de Colombia (SFC), which allows Nu to offer credit and deposit products, among other financial products. Nu Colombia Compañía de Financiamiento S.A. began operations on March 19, 2024, in compliance with Basel III capital adequacy ratios. |
| ○ | Cuenta Nu launch: Nu launched a savings account in June 2024. It was highly disruptive in the market as it offered a very high yield (13% annually v. market average of less than 1%). This account is 100% digital, offers 24/7 liquidity, and no minimum balance. Key features include high-yield savings, instant transfers (Nu Placa), integration to Bre-b (Colombia’s public instant payments rail, analogous in spirit to Pix), locked deposits, and free unlimited transfers. The goal is to become the primary banking relationship for customers, offering a range of products beyond the account itself. Initial results show impressive growth: (i) Nu experienced the largest launch registration list in its history (over 660,000 people registered), (ii) became the largest neobank in Colombia by deposits and number of accounts, shortly after launch, and (iii) closed the year as the sixth largest deposit base in the country (retail, locked and liquid) in terms of personal savings account deposits (COP $9.2 trillion), equivalent to US$ 2.5 billion (as of December 31, 2025) and customer count (2.4 million). |
| ○ | Credit Card growth: Our credit card portfolio reached a significant milestone, with 1.2 million clients now distributed across 98% of municipalities in Colombia. Our customer base also reflects balanced gender distribution, with equal representation between male and female clients, effectively addressing the broader market trend that typically shows a 6 percentage point gender gap favoring males. Furthermore, we became the second net credit card issuer in the market, experiencing remarkable 31% year-over-year growth for the year ended December 31, 2025, while the overall market grew by 5%. This achievement underscores our strong market position and commitment to financial inclusion. |
| ൦ | Merger: In November 2024, the SFC approved the merger of Nu Colombia SA, a non-regulated fintech specializing in credit card operations, and Nu Colombia Compañía de Financiamiento, a financial institution offering savings account products (Cuenta operations). The merger aimed to (i) improve efficiency by consolidating assets and liabilities within a single legal entity, allowing deposits to fund credit card operations, (ii) reduce complexity by streamlining operations, and (iii) enhance transparency and trust now that the credit card product is under the SFC's supervision, providing customers with more clarity and improving customer experience. |
| ൦ | Industry leadership: Since its launch, Nu Colombia has reached four million customers and grown the customer base approximately 2x year-over-year, as of December 31, 2025, securing its position as the fastest growing net credit card issuer in the country - becoming the largest neobank in terms of deposits for individuals - and as the 5th leading financial institution in terms of number of cards, according to information from the Superintendencia Financiera de Colombia and Nu’s internal data. |
| ○ | Following the successful launch of Cuenta Nu in Colombia, we launched (i) cash deposits, (ii) bill payments via the app, and (iii) Nu Plus. In addition, Nu aims to expand its product offerings, completing the core suite of products for our target customer segment. We also launched new products, such as term deposits, two types of credit cards (fee and secured) and two types of loans (Small Amount Loans (SAL) and personal loans). |
| ○ | Abre Caminos (Secured Card) and NuControl (Fee Card) are Nu Colombia's two credit card solutions designed to expand financial inclusion. |
| ○ | Abre Caminos allows customers to build or rebuild their credit history by depositing their own money into a "Cajita de Respaldo" (backup box) that serves as their credit limit, earning 0.1% effective annual rate on deposits, with Mastercard Gold benefits and a mission-based system to potentially unlock pre-approved credit. |
| ○ | NuControl usually targets customers who don't qualify for the standard Moradita card, offering variants with monthly fees ranging from $3,000 to $31,000 COP, a 25.52% effective annual rate interest rate (capped at the legal maximum), 0% interest on single-payment purchases, one free cash advance per month, and Mastercard Gold benefits, with purchases under $60,000 COP automatically set to 1 installment and larger purchases to 24 installments (adjustable via the app). |
| ○ | Small Amount Loans and Personal Loans were launched simultaneously to serve different market segments. This dual strategy allows Nu Colombia to promote financial inclusion by combating predatory lending while optimizing portfolio profitability, with both products offering 100% digital origination, instant disbursement to the Cuenta Nu, flexible repayment terms, and full transparency through the Nu app. |
| ○ | SALs (Préstamo Ligero) are designed for the mass market with amounts between $100,000 and $5 million COP and rates up to 64.35% effective annual rate, offering a formal credit alternative for clients starting to build their credit history or covering urgent needs. |
| ○ | Personal Loans target clients with larger projects, offering amounts from $1 million to $45 million COP with rates capped at the current legal maximum rate (usury rate cap). |
| ● | Case Study – Expansion to United States - On September 30, 2025, we filed an application with the Office of the Comptroller of the Currency ("OCC") to establish a de novo national bank, Nubank N.A. On January 29, 2026, we received conditional approval from the OCC, representing a milestone in our long-term strategy to expand our operational footprint and product offerings in the United States. |
| ○ | This step is aligned with our intention to evolve our regional platform into a global model by bringing our digital-first, customer-centric approach to the world's largest consumer financial services market. |
| ○ | Once fully approved, the national bank charter will allow us to operate under a comprehensive federal framework, facilitating the launch of deposit accounts, credit cards, lending, and digital asset custody. |
| ○ | As of the date of this report, Nubank N.A. remains in its organizational phase and has not yet commenced banking operations. The bank organization phase involves satisfying specific OCC conditions alongside pending required approvals from the FDIC and the Federal Reserve. |
Our Products and Services
We offer a wide range of products and services for our customers. In Brazil, we offer products across the Five Financial Seasons: (1) spending, (2) saving, (3) investing, (4) borrowing, and (5) protecting. All our products are fully digital solutions to help us provide simple, convenient and low-cost services with a great user experience for our customers.
Spending Solutions
Our spending solutions are designed to help customers pay for goods and services in their daily lives with a customized credit line or instantly through a mobile phone, while collecting loyalty points, rewards, discounts and benefits on applicable transactions. These solutions include:
Nu Credit and Prepaid Card
Our core Nu Credit and Prepaid Card was our first product, launched in Brazil in 2014. It is a Mastercard-branded international card that is 100% digitally-enabled and acts as both a credit and a prepaid card. Features and benefits include:
| ● | No fees or annual charges |
| ● | WhatsApp Pay (prepaid card only), Android Pay and Apple Pay enabled |
| ● | Accepted by more than 150 million merchants across the world |
| ● | Complete digital experience with broad control over mobile apps, such as blocking and unblocking cards, and managing credit limits and due dates for bill payments |
| ● | Discounts for early installment payments |
| ● | Disposable virtual cards expiring in 24 hours |
| ● | Investment-backed credit card limits |
Nubank+ Tier
Nubank+ is an evolution of the Nu experience, for customers who wish to gain more benefits, not only in the use of our products but also in solutions for their daily lives. Features and benefits include:
| ● | Nu Credit & Prepaid Card, with 0.5% cashback on credit transactions |
| ● | Streaming service subscription with no additional cost on the basic plan with ads |
| ● | Smart Alerts in the Payments Assistant, which notify when a bill is higher than expected |
| ● | Exclusive Transportation benefits (inc.Toll Tag) |
Ultraviolet Tier
In 2021, we launched Ultraviolet, our premium metal credit card for affluent customers. In 2023, we expanded this value proposition into a full Tier, launching our premium Ultraviolet Tier, targeting higher income users and providing several benefits for the user, including exclusive access to the Ultraviolet Credit Card. In 2025, we further strengthened the Tier by launching a new credit card with enhanced benefits for a fee of R$89 per month (approximately US$16.85, based on the Brazilian reais/U.S. dollar exchange rate on December 31, 2025), expanding our travel and wealth ecosystems with dedicated app interfaces and introducing exclusive yield-enhanced savings. We continue to offer fee waivers for highly engaged users meeting the R$8,000 monthly spending using the credit card or R$50,000, equivalent to US$1,454.0 and US$9,087.6 respectively invested in assets offered within Nu's app.
Features and benefits included in the bundle are:
| ● | Ultraviolet Credit & Prepaid Card, with metal design, 1.25% cashback or 2.2 points per dollar spent on credit transactions, which can be exchanged for miles, invested or transferred to our NuAccounts |
| ● | Full benefits of Mastercard Black, including insurance on select purchases and VIP airport lounge access |
| ● | 4 yearly access to Priority Pass lounges across 146 countries and 1800+ airports |
| ● | Unlimited access to exclusive experiences at GRU airport UV lounges and Casa Ultravioleta |
| ● | Mastercard Black Credit Card, with up to 4 additional cards, with reduced spread and no Tax on Foreign Exchange and Financial Transactions Tax |
| ● | Exclusive app theme and premium customer support, available 24/7 with our highest rated trained Nubank agents |
| ● | Free insurance against digital transaction fraud |
| ● | Special tailor-made app experience |
| ● | Free Max Ad Lite subscription |
| ● | 1 year without fee on Chat GPT Go |
| ● | Access to exclusive products within Investments (Funds, CDBs, Turbo Money Box at 120% of CDI and zero fee on crypto purchases ) and Loans (discounted FGTS and Personal loans) |
| ● | Exclusive Travel and Transportation benefits (inc.Toll Tag, Multi-Currency Account with zero spread, benefits to book trips on NuViagens and international travelE-sim Card) |
Mobile Payments
Instant payments for NuAccount customers to make and receive transfers, pay bills and make everyday purchases at any time through their mobile phone. Features and benefits include:
| ● | Real-time transfers through Pix, WhatsApp Pay or NuAccounts |
| ● | Easy and secure payments using Pix keys or QR codes, instead of lengthy bank information |
| ● | Effortless protection with easy to manage transaction limits |
| ● | Scheduled and recurring payments available to facilitate financial planning and organization |
| ● | Pix via WhatsApp & Voice |
Nu Shopping
Our integrated marketplace enables customers to purchase, via the Nu app, goods and services from several of the most well-known e-commerce retailers in Brazil. Features and benefits include:
| ● | Cashback deals and discount coupons for more than 200 of the top ecommerce sellers in Brazil |
| ● | End-to-end shopping experience with key partners, such as Casas Bahia (electronics), Hopper (travel), and Epay (Gift Cards), within Nu Shopping. There is no need to leave the app, create an account on the partner website, or enter payment information |
| ● | Seamless and secure payment experience with NuPay, with extended credit limits for purchases and flexible payment plans in up to 24 installments |
Transactional Solutions
Our transactional solutions are designed to help our customers deposit, manage and use their money. These include:
Nu Personal Accounts
NuAccount is our fully digital account solution that supports all personal financial activities, from daily purchases and money transfers to savings.
Features and benefits include:
| ● | No annual or maintenance fees |
| ● | Access to all account details anytime through the app |
| ● | Auto-invest feature that automatically invests any existing balances in time deposits or government bonds, providing a yield equal to the Brazilian interbank deposit rate and instant liquidity |
| ● | Complementary contactless prepaid card |
| ● | Unlimited free transfers and payments |
| ● | Instant limit availability when paying credit card with account balance |
| ● | Real-time digital notifications for all transaction activities |
| ● | Reserve account to store funds or lock them as time deposits for enhanced yields |
| ● | Ability to save set amounts on monthly basis for better spending control |
| ● | Access to cash withdrawals at 3,400 ATMs |
| ● | A Payments Assistant that organizes and manages the payment of all recurring bills |
Nu Business Accounts
Our Nu Business accounts are similar to our Nu personal accounts, but designed specifically for customers who are entrepreneurs and for their businesses. This enables them to separate their business from personal transactions. Features and benefits include:
| ● | No annual or maintenance fees |
| ● | Prepaid card for easy business purchases and withdrawals |
| ● | Real-time access to account details |
| ● | Unlimited transfers to and from the account |
| ● | Set up of regular expense payments |
| ● | Receive payments from customers free of charge via Pix |
Nu Business Prepaid and Credit Card
Our Nu Business credit and prepaid cards are also similar to the personal cards we offer. We began testing the credit function with business customers in 2021 and it was received by them with the same enthusiasm as Nu’s personal cards. Features and benefits include:
| ● | No fees or annual charges |
| ● | Android Pay and Apple Pay enabled |
| ● | Accepted by more than 30 million merchants across the world |
| ● | Complete digital experience with broad control over mobile apps, such as blocking and unblocking cards, and managing credit limits and due dates for bill payments |
| ● | Discounts for early installment payments |
| ● | Investment-backed credit card limits |
| ● | Limit line transfer between personal card and business credit card |
Savings & Investing Solutions
Our savings and investing solutions are designed to help our customers invest their money easily and conveniently with access to a growing number of investment products and services. These include:
Money Boxes (Caixinhas)
Our segregated savings portfolios (caixinhas) are our solution for goal-based investing, enabling users to organize their savings balances and improve savings habits in a personalized and simplified manner. Main features include:
| ● | Creation of multiple Caixinhas with name/photo customization and goal setting |
| ● | Segregation of investing operations like yield monitoring and historical contributions for each Caixinha |
| ● | Simulation and scheduling of automatic recurring deposits |
| ● | Option to increase credit card limit through money invested in a Caixinha |
Investing Solutions
Our investing solutions help customers protect and compound their long-term wealth with a simple, effortless and worry-free experience that combines attractive investment products with customized and conflict-free guidance. Features and benefits include:
| ● | Clear information in easy-to-understand language |
| ● | Wide portfolio of investment choices |
| ● | Personalized recommendations |
| ● | Portfolio and investment monitoring |
NuCrypto
NuCrypto is a solution for buying and selling cryptocurrencies with a custodial wallet with on-chain transfers through the Nu app. It was created to simplify and increase access to the crypto market safely through the app. Features and benefits include:
| ● | Ability to invest as little as R$1 (equivalent to approximately US$0.2) |
| ● | Customers can buy and sell cryptocurrencies any day and time – including weekends – using the account balance without leaving the Nu app environment |
| ● | Current Cryptocurrencies that can be traded: BTC (bitcoin), ETH (ethereum), UNI (uniswap), XRP (XRP Ledger), Sol (solana), Xlm (stellar), Pol (polygon) Matic migrated to Pol, Aave (aave), Link (Chainlink), Avax (avalanche), BCH (bitcoin cash), Op (Optimism), Arb (Arbitrum), Ltc (Litecoin) Dot (Polkadot), USD Coin (USDC), Cardano (ADA), Algorand (ALGO), Near Protocol (NEAR), Cosmos (ATOM), Hedera (HBAR), Ethereum Classic (ETC), Celestia (TIA), Tezos (XTZ), Lido DAO (LDO), Immutable X (IMX), Quant (QNT) and The Graph (GRT) |
| ● | In addition to fiat pairs, we also offer swap pairs (BTC<>ETH, USDC<>BTC, others) with efficient execution for customers |
| ● | NuCrypto offers a custodial crypto wallet for customers to perform on-chain transfers to and from their NuCrypto account |
| ● | Nubank's Know your Client, or "KYC", Anti Money Laundering, or "AML", practices and controls |
| ● | Nubank offers custody for customer assets using Fireblocks SaaS |
| ● | Customers can follow market movements with a price alerts feature, automatic investments, and customization of price variation and frequency of alerts |
| ● | NuCrypto distributes stablecoins such as USDC to Brazilian customers, which includes a reward program available to customers with not less than 10 USDC, offering a guaranteed fixed return of 4% per year. |
| ● | Providing access to crypto liquidity in U.S. dollar pairs or in Brazilian reais, with multiple liquidity providers that enable us to offer the best execution possible to our customers when they are buying or selling tokens through our NuCrypto platform. To access U.S. dollar liquidity, we execute foreign exchange transactions with a licensed partner that records the required foreign transactions with the Central Bank of Brazil. |
Borrowing Solutions
Our borrowing solutions are designed to provide our customers with unsecured and secured loans that are easy to access, receive, manage and pay back. Nu has evolved from its initial personal unsecured loan product to a broader portfolio of credit solutions, aiming to offer the best match for each customer's needs. Over time, we expect our portfolio to include a mix of proprietary products as well as those offered by or in partnership with third parties. Nu’s borrowing solutions products currently include:
Personal unsecured loans
Launched in Brazil in 2019, in Mexico in 2023, and in Colombia in 2024, our personal unsecured loans are easy-to-manage and 100% digital for our credit card and digital account customers. Our customers are in control from pre-loan simulation through loan management. Features and benefits include:
| ● | 100% digital, real-time underwriting |
| ● | Money instantly deposited to customer’s NuAccount |
| ● | Rates in Brazil are lower than the market average |
| ● | Transparent loan terms, supported by easy in-app simulation of different loan conditions |
| ● | Simple loan management in the mobile app puts customers in control over installments and principal payments |
| ● | Self-service installment anticipation, with discounts and renegotiation in the mobile app |
Personal secured loans: Payroll deductible loans
Launched in 2023, payroll deductible loans let customers use their future income as a guarantee to get a loan with a very low interest rate. Monthly loan installments are deducted directly from the customer’s payroll. Currently, Nu operates with Brazil’s largest public payroll partners, which distribute payroll to (1) federal civil (Sistema Integrado de Administração de Pessoal, or “SIAPE”), and (2) military personnel (Army, Navy and Air force) employees, pensioneers and retirees), (3) public employees from selected states and municipalities (São Paulo and Rio de Janeiro states, Belo Horizonte and São Paulo cities), (4) formal workers, as well as (5) payroll loans linked to benefits to retirees and pensioners (Instituto Nacional do Seguro Social, or “INSS”), all combined accounting for about 70% of the total addressable market of payroll linked loans. Features and benefits include:
| ● | Lowest price in the market based on interest rates charged |
| ● | 100% digital loan application and management |
| ● | Full autonomy for customers, eliminating reliance on an intermediary such as a bank branch manager or broker |
| ● | Money instantly deposited to customer’s NuAccount |
| ● | Anticipate installments (with discount) in the mobile app |
Personal secured loans: FGTS backed loan – anticipation of unemployment benefit withdrawal
Launched in 2023, FGTS backed loans give customers early access to money that is rightfully theirs – a Brazilian severance unemployment benefit called FGTS. In 2020, Brazil’s government created the Saque Aniversário FGTS, allowing people to withdraw a portion of their funds in their birthday month, as well as the ability to anticipate Saque Aniversário installments as a loan – the FGTS backed loan. Annual loan installments are repaid by FGTS directly to Nu.
Features and benefits include:
| ● | 100% digital loan application flow that is simple and transparent |
| ● | Money instantly deposited to customer’s NuAccount |
| ● | Flexibility to simulate a loan without any commitment |
| ● | Easy to anticipate loan installments in the mobile app |
Pix financing
Enables credit card and digital account customers to make Pix transactions and instant peer-to-peer transfers in Brazil, using their credit line. Features and benefits include:
| ● | Transparent, instantaneous and seamless experience, leveraging Pix infrastructure |
| ● | When funds are insufficient, customers have an easy alternative to make small day-to-day transactions |
| ● | Enabling customers to take advantage of Pix promotions with retailers while also keeping their spend concentrated in one place - their credit card bill |
| ● | Up to 12 installments, with the ability to anticipate installments, and up to a 90-day grace period |
| ● | Specific credit lines for product usage, expanding access to credit |
Boleto financing (financing of bank slip payment)
Enables credit card and digital account customers to make Boleto payments using their credit line. Features and benefits include:
| ● | Transparent simulation process |
| ● | Customers can consolidate with their credit card utility expenses and rent while also taking advantage of retailer promotions offered with Boletos |
| ● | Up to 12 installments, with the ability to anticipate installments, and up to a 90-day grace period; and |
| ● | Specific credit lines for product usage, expanding access to credit |
Purchase financing
Enables credit card customers to split their purchases into installments after a purchase. Features and benefits include:
| ● | Transparent simulation process, allowing customers to compare the financing option with PSJ (interest- free installment purchases in Brazil) |
| ● | Customers can take advantage of retailer promotions offered with upfront purchases instead of PSJ |
| ● | Customers can split payments into installments for international purchases made via e-commerce and while traveling |
| ● | Gives flexibility to customers, granting relief with their bills when a large purchase is made; and |
| ● | Up to 12 installments, with the ability to anticipate installments |
Cash-in Financing
Enables credit card customers to convert their credit card limit into money in their digital account. Features and benefits include:
| ● | Transparent, instantaneous and seamless experience, leveraging credit card limit |
| ● | Provides a safety net to customers in case of an emergency |
| ● | Supports customers with monthly budget management |
| ● | Up to 12 installments, with the ability to anticipate installments |
NuPay
A new and disruptive product that enables customers to make online purchases and pay for services, with just a few clicks, from partner merchants and within the Nu app, offering increased purchasing power as well as a more practical and secure experience. Features and benefits include:
| ● | Increases customer’s purchasing power and merchant sales through higher limits compared to what is already available through a credit card |
| ● | Improves checkout conversion by simplifying the purchase experience |
| ● | Eliminates the risk of fraud and theft of credit card information since there is no need to type credit card information: customer authentication is done via an authorized/certified device with a personal PIN confirmation |
| ● | Supports both single and recurring payments for high-frequency transactions |
| ● | Enables customers to pay via debit, with their account balances, or via credit, upfront or in installments, with or without interest |
Protection Solutions
Our NuInsurance protection solutions are designed to help customers secure insurance products easily and at a low cost. Having started with life and then mobile insurance, we are now expanding our offering to five different insurance products. These are:
Brokerage of Life, Mobile, Home and Financial Protection Insurance Policies
All products are quoted, customized and contracted exclusively through the app. The underwriting is done by our partner, Chubb. The products can be customized by our customers, based on their needs and budgets. Features and benefits include:
| ● | Premiums as low as US$2 for NuLife |
| ● | Fast, simple, and clear application process |
| ● | Transparent and disruptive fee structure |
| ● | Packages fully customized to each customer’s circumstances |
Beyond Financial Services Solutions
As our platform evolves from solely financial services to a comprehensive ecosystem, we are integrating consumer and lifestyle segments. We target areas with strong customer lifestyle affinity and essential services that are highly relevant to their lives, offering substantial efficiency and benefits and presenting significant potential for impact. These are:
NuTravel
NuTravel is Nubank's one stop shop for traveling customers. From an in-app air tickets and hotels booking portal powered by NuPay, to travel eSIM's and a multi-currency account with over 40+ currencies, NuTravel ensures all of a customer's traveling needs are met. Services and benefits include:
| ● | Booking portal offers flights and hotels with up to 8 interest-free installments, best price guaranteed, and 5% cashback through a seamless cashout experience, powered by NuPay, with Nubank's outstanding customer support. |
| ● | Compelling travel add-ons: free travel insurance for international flights, price drop protection if flight price drops further after booking, add extra baggage and seat selection, and more. |
| ● | Zero-Spread Multi-currency account, in partnership with Wise, supporting deposits and spending in over 40 currencies, offering physical and digital Mastercard debit cards and ATM withdrawal capabilities. |
| ● | International roaming via free eSIM with complimentary GBs, a best-in-class one-click installation, and an evergreen eSIM customers only have to install once. |
NuCel
NuCel is Nubank’s mobile services product, operating via an MVNO partnership with Claro, and designed to disrupt the Brazilian telecommunications sector. Built to eliminate the complexity of traditional plans, NuCel provides a 100% digital and transparent experience centered on customer needs. Features and benefits include:
| ● | Simple and Flexible Data Plans with unlimited voice package for local and long-distance calls and unrestricted data usage for WhatsApp and the Nubank app |
| ● | Full digital experience with seamless activation and in-app plan management including upgrade/downgrade and cancellation |
| ● | Nubank's excellence level of customer service |
| ● | Access to an exclusive savings box with a return of 120% of CDI on amounts deposited by the customer, with a limit of up to R$10,000, valid for one year |
| ● | Exclusive automatic data top-ups when running out of internet, ensuring uninterrupted connectivity and peace of mind |
Our Approach to Risk Management
Our approach to risk management is core to our business model and has been designed to reduce friction and onboard a wide range of customers from unbanked to high income, while maximizing long-term value. We continuously improve our risk management functions by using data and technology to reduce the risk in our business and improve our credit underwriting engine. There are four components to our risk management approach:
| ● | Enterprise Risk Management – We developed an enterprise risk management and governance program that enables us to minimize risks while also delivering customers a frictionless experience. We do this by combining modern risk management systems employed by some of the most sophisticated financial services companies in the world with the latest in data science and machine learning models. |
| ● | Low-and-Grow Approach – When a customer has little or no available credit history, we deploy our low-and-grow methodology by underwriting a low-limit credit line and conditioning its growth over time, as we can increasingly ascertain their behavior and potential credit risks. This iterative approach allows us to underwrite underserved, low-income segments, effectively identifying creditworthy borrowers despite limited credit histories. |
| ● | NuX Credit Engine – Our internally developed and supported credit engine, NuX, enables us to underwrite effectively, lowering delinquencies and fraud rates. Furthermore, its ability to compound with scale enables us to process, test, monitor and enhance our credit algorithms over time to effectively manage the risks of our credit portfolio. We believe NuX is able to optimize multiple targets simultaneously, underwriting to a large set of customers while maintaining sustainable levels of delinquency. Our models enable us to maximize longer-term value by offering competitive prices for our customers. We believe NuX is scalable to new markets, where we quickly iterate and launch new versions of our underwriting engine by collecting more data and incorporating third-party data sources. |
| ● | Liquidity Risk Management – Our liquidity risk framework uses metrics that assess our short-term resilience and the structure of our balance sheet, considering timing mismatches between assets and liabilities. Additionally, we conduct periodic stress tests using severe but plausible scenarios. We have a liquidity contingency plan with actions to be taken in the event of a liquidity contingency situation. |
Our Proprietary Technology and Data Platform
We use advanced cloud-based technologies and data science tools to deliver a superior experience for our customers in a hyper-scalable and secure environment. We prioritize building our own technology and investing in extraordinary engineering talent to operate and enhance a proprietary technology platform that was purpose-built for our mission. The key components of our technology include:
| ● | NuCore Technology Platform – All of our products, services and operations are powered by NuCore, our proprietary, cloud-based core financial services platform that we designed and built from the ground up. NuCore enables us to centrally manage several key functions of the business, which provides us with greater speed and control to optimize our products and address the needs of the markets in which we operate. The key functions of NuCore include: |
| ○ | Transaction Authorization and Processing – enables us to efficiently monitor transactions across our ecosystem. |
| ○ | Core Banking – enables us to manage all financial services applications and data across our ecosystem. |
| ○ | Regulatory Reporting – enables us to manage regulatory requirements and generate reports for regulators in an automated environment. |
| ○ | Business Operations – automates significant parts of operations across our business. |
| ○ | Credit Underwriting – supports our proprietary data analytics and credit scoring algorithms necessary to differentiate our credit services from those of incumbents in the industry; and |
| ○ | Fraud Prevention – enhances fraud prevention proactively and automatically, powered by our data analytics, artificial intelligence and proprietary algorithms. |
| ● | Experimentation Platform – We leverage an experimentation platform that enables us to quickly test, measure and validate all applications and data models before we deploy in a live environment, which helps us improve decision-making and agility when launching new technology. |
| ● | Microservices Approach – We use a versatile, decentralized technology architecture to manage and deploy more than 1,800 modular microservices that we developed. This advanced technology strategy enables us to scale, launch new products, enter new markets and update our codebase in a fast and highly efficient manner. |
| ● | Product Platformization – We designed our technology platform to enable product development and new capability deployment to occur seamlessly across our applications. Our platformization approach enables faster product and market launches. |
| ● | Immutable Database – We created an advanced, immutable ledger, utilizing the Datomic database technology we own, which provides us with a highly reliable audit trail and transaction history that we believe provides better accuracy, control, reliability and transparency when compared to traditional database architectures. |
| ● | Cloud-Based Architecture – We employ an architecture and infrastructure that is designed for scalability, efficiency and security. We operate in a fully cloud-based environment, leveraging the latest technologies to optimize our performance and increase capacity as needed, which enables us to manage our growth efficiently and cost-effectively. We partnered with Amazon Web Services to be our primary third-party cloud infrastructure provider. |
| ● | Machine Learning and Artificial Intelligence – Through the utilization of our data analytics and customer insights, we are able to employ artificial intelligence and machine learning algorithms to enhance our customer experience and product offerings. Using Nu’s available customer data, our systems power a self-driving experience where we provide customers with real-time recommendations on products that meet their specific needs throughout their financial journey. |
| ● | Operate at Low Marginal Costs – The architecture and various operating advantages of the NuCore Technology Platform enable us to run our business efficiently and with low incremental costs as we scale our business. |
Our Customer Service and Support
We service and support our customers with convenient, caring and high-quality customer service and support teams. We also leverage technology tools to streamline the customer support experience, empowering our customer service agents. Together this combination of human-centric and technologically advanced support has enabled us to achieve an industry-leading NPS. Our customer service and support functions, processes and tools were designed from the bottom-up to embody our strong customer-centric culture, strengthen our relationship with customers and create fanatical ones who will refer Nu to their peers. These teams, technologies and programs include:
| ● | Xpeers – We have assembled a team of highly trained and passionate customer service agents with a human-focused mentality who we call our Xpeers. Xpeers are trained to be subject-matter experts empowered to solve customer issues at first contact, which can be made by chat, email or phone. We utilize our data analytics and artificial intelligence insights to direct customers to the best-suited Xpeer team member, improving resolution times and, we believe, customer satisfaction. We employ a strategy of using internal and external resources for customer support that provides us with the ability to maintain the highest customer service quality alongside our hyper-growth. |
| ● | WoW Approach – We have developed an approach for our Xpeers that builds stronger human connections and delights our customers with excellent customer service. We call this our WoW Approach. Our internal team is trained to identify WoW moments, creating a special connection with customers and boosting it through unexpected personalized letters written by Xpeers, gifts, and/or experiences. The WoW approach is described by customers as an unforgettable experience, increasing the feeling of belonging. Additionally, many of them share their experiences with family and friends. |
| ● | Shuffle – We have developed a technology platform for customer support agents (internal and external) that we call Shuffle. This platform provides agents with a robust interface that features a single go-to application for up-to-date information on the customer, interaction history, and insights into the likely problem the customer is encountering, which enables agents to address the issue quickly and efficiently. On the backend, Shuffle connects to our proprietary Intent Recognition and Job Distribution platforms, routing these inquiries to the team with the greatest level of expertise in this area, enabling them to tackle the next most important task in line. This ecosystem helps to maximize first contact resolution and minimize transfers and friction for the customer. Recently, we have also been implementing AI solutions as a Copilot feature in order to better support our agents with information to solve customers requests. As of December 31, 2024, we employed a dedicated team composed of product and design engineers to build and maintain technology tools for our agents. |
Cybersecurity Efforts
Our security team monitors all employees and third parties who access our platforms and manages authentication controls and physical authorization technologies in all our operating environments. We also adopt safe coding and development best practices.
At the heart of this strategic imperative is our commitment to providing secure and protected products and services to our customers. We invest heavily in building internal capabilities to help ensure that our control systems meet the demands of our hyper-growth plan. We leverage our unique technology stack and engineering capabilities to continuously enhance our security layers. For instance:
| ● | Code to Minimize Vulnerabilities – We utilize a less common code language, Clojure, which enables us to operate efficiently while minimizing our exposure to common cybersecurity vulnerabilities. We also have developed Clojure secure code analysis tools in-house. We have an internal program for updating outdated libraries and dependencies used in our environment, as well as software composition analysis tools that let us quickly identify vulnerable dependencies. We also update our code frequently, resulting in a constantly evolving environment, which we believe makes our code less vulnerable to being exploited. In the year ended December 31, 2025, we had an average of more than 900 code deployments per workday in our Clojure services. |
| ● | Continuous Security Testing – We believe in building confidence in our cybersecurity through practical, continuous and independent testing. We have a public, responsible disclosure program and private bug bounty program with Bugcrowd, an industry-leading external partner in crowdsourced security testing. We conduct frequent penetration tests with a variety of external security partners, as well as an internal highly-skilled offensive security team to further secure our critical internet-facing infrastructure and mobile applications. We also perform other types of security assessments such as adversarial simulation, red team missions, and purple team exercises in conjunction with our defense teams, in addition to continuous vulnerability scans and fixes within our infrastructure. We analyze our source code to identify and address cybersecurity issues and develop secure training and guides for our engineers. Furthermore, in addition to defining security policies and technical guides, we have launched a specialized Secure Software Development training. This program is integrated into our wider cybersecurity education framework, designed to institutionalize secure coding practices within the engineering department. By equipping our developers with these skills, we are strengthening our organizational culture and ensuring that security is a shared responsibility from the first line of code. |
| ● | In-Depth Vendor Security and Onboarding – We run in-depth security due diligence and continuously assess vendors and suppliers we bring onboard, to help ensure that our security standards are being met. |
| ● | Specialized security teams – We understand the need for experts that have a deep technical understanding of a specific scope. That is why we have different teams focused on specific security areas: cloud security, blockchain security, application security, mobile security, AI security, and incident response, among other areas. This enables us to keep track of the latest cyber attacks and zero-days on the market, and to help us react to new developments before attackers can. We also have a red team specifically focused on simulating adversarial activity to replicate attacks seen in a security area. Lastly, we have an internal incident monitoring and response team focused on identifying anomalous behavior and reacting immediately against security threats. |
| ● | Cybersecurity Intelligence – We have an in-house threat intelligence team working to track and disrupt cyber criminals before they can launch attacks on us and our customers. We complement this capability with threat intelligence partners who are embedded in the hacker community to identify indicators of risk. |
| ● | Security, Privacy, and Data Protection - Security, Privacy, and Data Protection are non-negotiable for us. We work to safeguard information and assets from our customers, prospects, employees and partners. This effort is evident through our multifaceted approach to identifying and addressing vulnerabilities, including security testing by both our in-house team and a dedicated community of security researchers. |
For more information on our cybersecurity risk management efforts, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Intellectual Property, Privacy and Cybersecurity— Unauthorized disclosure of, improper access to, or destruction or modification of data through cybersecurity breaches, computer viruses or otherwise, or disruptions to our systems or services, could expose us to liability, protracted and costly litigation and damage our reputation,” “Item 11. Quantitative and Qualitative Disclosures About Market Risk—Information Technology Risk” and “Item 16K. Cybersecurity—Cybersecurity Risk Management.”
Our Marketing and Distribution
We have built our business mainly through organic channels and our member get member (MGM) referral program continues to be a powerful acquisition tool (for example, 71% of all new customers in Brazil in 2025, were sourced organically), supported by strong customer satisfaction scores across markets and an active recommendation engine via our customer relationship management (CRM) platform. This low cost approach enables us to focus resources on improving the customer experience, which in turn further strengthens the cycle generated by our member get member strategy.
We also employ various social and digital media initiatives to drive greater awareness and support across our ecosystem, foster the development of our online NuCommunity portal, and promote our member-get-member strategy. These include:
| ● | Proprietary Financial Education Content: We have a proprietary educational content platform that we believe is a differentiated and powerful tool to strengthen our brand, increase awareness, attract new customers, and improve engagement with existing customers. Our diverse content is distributed through multiple digital and social channels, including our blog, which has become a powerful search engine optimization benchmark in Brazil, covering more than 435,000 keywords, from smart use of our products to improving our customers' financial lives, to overall financial education. From January to December 2025, the blog amassed nearly 216 million total visitors. Additionally, we distribute content through InvestNews, our proprietary content channel that offers daily coverage of news and educational content on economics, investments, finance and politics, which had 17.5 million unique visitors in 2024. |
| ● | Social Media: Nu’s proprietary profiles on social media publish educational content on a daily basis, focusing on banking safety, financial security and general topics related to the financial markets. Across platforms, we published over 1,650 posts in 2025 that aimed to educate and guide our 4 million followers and other social media users to a less complex financial life. |
| ● | Influencers: In 2025, we strategically worked with 149 content creators to communicate how financial decisions can be less complex. They have published 715 posts on our proprietary channels and 399 posts on their own channels. The posts have reached over 116 million social media impressions, with an impressive 2.5% engagement rate, 94% favorability and more than 2.9 million social media reactions (total engagement includes likes, shares, saves and comments). |
Strategic Brand Partnerships
In addition to our organic customer acquisition and digital marketing initiatives, we may enter into selected strategic partnerships and sponsorship arrangements to enhance brand awareness and expand our reach across key markets. These initiatives are designed to complement our existing distribution channels by increasing brand visibility, strengthening our positioning, and engaging with broader audiences through high profile platforms.
Inter Miami Stadium Deal
On December 23, 2025, we signed a multi-year deal with Inter Miami CF, LLC, Inter Miami Stadium, LLC, and Miami Freedom Park, LLC, pursuant to which Nu North America, Inc. was granted (i) naming rights to the Inter Miami Club de Futbol stadium, now known as Nu Stadium, (ii) naming rights to the Miami Freedom Park complex, and (iii) brand placement rights on the back of the team’s jersey
Mercedes F1
On December 31, 2025, we signed a strategic multi-year legally binding heads of terms with Mercedes-Benz Grand Prix Limited, granting Nu North America, Inc., and the companies of the Group several marketing, image and brand logo placement rights over assets of the Mercedes-AMG Petronas F1 Team.
Deep Dive on Our Industry Background and Market Opportunity
We estimate our total revenue potential opportunity in Latin America based on six key market components.
A. Payments
Pix
Pix was officially launched by the Central Bank of Brazil in October 2020 to increase competition and market efficiency, reduce transaction costs, and democratize payments in Brazil by promoting financial inclusion. According to the Central Bank’s data, 172 million Brazilian users, or 81% of the population, have already made a Pix transaction as of December 2025. Nubank uses Pix as the default transfer method and maintains alternative existing methods only for exceptional cases. According to IBGE, as of December 2025, person-to-business Pix already accounted for 43% of the country's household consumption - 8 percentage points increase compared to 2024 - negatively affecting cash, boleto, and Doc/TED transactions mainly and debit cards to a lesser extent.
Total Pix transaction volumes reached US$6.3 trillion in 2025, a 29% growth over 2024 (34% on an FX-neutral basis). During this time, according to BACEN, our market share reached close to 20% in transfers originations and we believe we are the market leader in terms of the number of registered and active Pix keys in Brazil. To enable alternative forms of transfers, Nubank introduced Pix Financing, allowing users to make transfers backed by the customer's credit card limit.
Cards
In Brazil, credit cards are a widely used payment method that represents close to 40% of household consumption according to ABECS, partly due to a distinct market characteristic that allows individuals to make purchases and pay them off in multiple installments free of interest charges (Parcelado Sem Juros). The product has supported financial inclusion and was a major driver of Brazil's impressive surge of its banked population in the last years. The share of active card holders now exceeds 50% of the population aged 14 and above, according to BCB, IBGE and internal analyses. Nubank has played a key role in this disruption by providing first-time access to millions of individuals, reaching more than 60 million unique credit card customers in December 2025 (37% of the population aged 14 years old and above). While credit card financing is used significantly less in Brazil compared to other markets, recent innovations by Nubank and peers - such as enabling installment plans for past purchases, Pix financing, and other features - have contributed to growth in this segment. In 2025, the market's credit card purchase volume reached US$563 billion, according to ABECS compared to US$512 billion in 2024, an increase of 11% (14% on an FX-neutral basis). This growth was driven primarily by the resumption of underwriting activity industry-wide following a period of elevated non-performing loans. Debit and prepaid cards purchase volumes reached US$251 billion in 2025, declining 2% over 2024 (a 1% increase on an FX-neutral basis). In the last quarter of 2025, Nubank reached a market share of 16% in total card transaction volumes, according to ABECS.
We see Mexico as a market with a large opportunity to democratize access to this product, primarily through gains over cash transactions and other means. Only 16% of the adult Mexican population owned a credit card at a bank, according to INEGI, as of December 2025. Since 2021, the number of credit cards issued by banks rose more than 30% and competition from fintechs has grown considerably in the last years, many of which operate as Sociedades Financieras Populares (Sofipos), such as Nubank currently does. Nevertheless, the market is still dominated by incumbent banks, with the five largest players holding close to 85% of the credit card industry's portfolio. In 2025, Nubank reached 9.2 million credit card customers, growing 35% over 2024 and contributing to increasing the product's penetration in Mexico, as 50% of these customers reported having no credit card before using Nu. As a result, our market share in terms of purchase volume surpassed 5% according to Banxico statistics.
In Colombia, credit cards are similarly less present among consumers with a penetration rate of approximately 23% in 2024, according to the SFC. This industry is also highly concentrated among several incumbent banks: as of 2025, 72% of the product's outstanding balance and 61% of the credit card purchase volume was held by the five largest institutions. In this context, Nubank expanded its customer base from close to 800,000 customers in December 2023 to 1.2 million in December 2024 and more than 1.7 million customers in December 2025, leading to consistent market share growth.
B. Retail Credit for Individuals
Retail credit in Latin America is highly underpenetrated relative to developed economies, representing a strong growth opportunity. According to the latest available 2024 data from the BIS Total Credit to Households database (March 2026 release), the average household debt-to-GDP ratio in our markets ranged between 16.9% and 36.4%, compared to an average 31.5% of another 10 relevant emerging economies, 51.1% of the Euro Area, 60.0% of China, 68.9% of the USA and 82.3% of another 12 relevant advanced economies.
Household Credit (% of GDP)
Retail Credit Portfolio by Product (US$ billion)¹ |
| Credit Product | 2025 average | 2024 average | YoY Growth (% FXN) |
| Brazil | Mexico | Colombia | Brazil | Mexico | Colombia | Brazil | Mexico | Colombia |
| Mortgage | 222 | 77 | 28 | 205 | 76 | 24 | 12% | 6% | 14% |
| Payroll | 127 | 22 | 20 | 122 | 21 | 18 | 8% | 9% | 6% |
| Auto | 66 | 17 | 5 | 59 | 15 | 5 | 16% | 27% | 5% |
| Personal Loan | 65 | 16 | 16 | 56 | 13 | 15 | 20% | 18% | 8% |
| Credit Card2 | 116 | 35 | 10 | 104 | 32 | 9 | 16% | 12% | 7% |
| Other | 154 | 7 | 22 | 145 | 5 | 2 | 12% | 24% | 15% |
| Total | 751 | 173 | 81 | 691 | 162 | 73 | 8% | 11% | 9% |
Note 1: Exchange rates: BRL 5.39, MXN 18.33, and COP 4,074.25 are equivalent to USD 1.00 for 2024 data; and BRL 5.58, MXN 19.20, and COP 4049.04 to USD 1.00 for 2025 data, respectively for BCB, Banxico (November 2023 data) and SFC (November 2024 data) information. FXN refers to the year-on-year variation in local currency as described in Presentation of Financial and Other Information.
Note 2: Includes installment financing and revolving balances.
According to the BCB, Banxico and the SFC, the average outstanding loans to customers reached US$751 billion in Brazil, US$173 billion in Mexico and US$81 billion in Colombia in 2025. The composition of these balances varies somewhat among these markets. While mortgage is the largest product in these geographies, the share of credit cards stood at 12% for Colombia, 15% for Brazil, and 21% for Mexico. Non-payroll personal loans have a smaller portfolio share in Brazil and Mexico (9% in each) and a higher share in Colombia (20%), while payroll loans accounted for 13% of the consumer credit portfolio in Mexico, 17% in Brazil and 25% in Colombia. Auto financing loans contributed 6% of total loans in Colombia, 9% in Brazil, and 10% in Mexico. Finally, other loan types had a low share of the total in Mexico (4%) but reached 21% in Brazil and 27% in Colombia, including products such as rural loans, overdraft loans, renegotiations, leasing, and microcredit, among others.
Payroll Loans
Payroll loans are Brazil's second largest loan product in terms of credit portfolio (US$ 134 billion), targeting a wide range of customers, such as public and formal private company workers, retirees and pensioners. Payroll loans are usually lower risk credit lines with attractive prices and relatively long tenures, partly distributed by third-party intermediaries in exchange for commissions. In 2023 there was a greater emphasis on the regulatory agenda, under which the National Social Security Council (CNPS) established an interest rate cap on payroll loans distributed to retirees and pensioners (INSS payroll loans), defining the SELIC rate as its benchmark index. We launched payroll loans in April 2023 and believe our business model for payroll loans positions Nubank with competitive advantages that enable us to keep scaling in this market: (i) lower interest rates compared to competitors due to cost efficiency as we do not use intermediaries to distribute our product. According to the Central Bank of Brazil's interest rates statistics report released in December 2025, Nubank already had one of the lowest interest rates for payroll loans. Additionally, we believe Nubank offers a better customer experience: the journey to acquire the product is completely digital, enabling customers to complete the transaction without exposing their financial situation, and cash disbursement occurs significantly faster—often within minutes.
Personal Loans
In Brazil, personal non-payroll personal loans include unsecured and secured lines of credit, including the products offered by Nubank described below:
Unsecured Personal Loans
Unsecured personal loans constitute the largest revenue pool of loans to consumers in Brazil, according to our estimates (US$26 billion, representing 38% of total consumer credit revenue). New loan originations accelerated to US$47 billion in 2025, an 11% growth over 2024 (15% on an FX-neutral basis). Nubank was one of the main drivers with a 28% market share in the year, resulting in an almost 10% share of the product's outstanding balance in December 2025, according to BCB data.
Our personal unsecured loans are easy to manage and are 100% digital for our credit card and digital account customers. Our customers are in control from the pre-loan simulation through loan management. Features and benefits include: 100% digital, real-time underwriting, money instantly deposited to the customer’s NuAccount; transparent loan terms, supported by easy in-app simulation of different loan conditions; simple loan management in the mobile app puts the customer in control of installments and principal payments; and self-service installment anticipation, with discounts, and renegotiation in the mobile app.
FGTS-backed Loans
The Brazilian FGTS (Fundo de Garantia do Tempo de Serviço) is a mandatory savings fund in which formal employees and employers contribute a percentage of the employee's salary each month. Its main purpose is to provide financial security to workers, and the funds deposited into the FGTS are not directly accessible by the employee during their employment but can be withdrawn under specific circumstances, such as: purchasing a home; retirement; and difficult situations, which may occur with dismissal without just cause or in the event of serious illnesses. The FGTS “anniversary withdrawal” was created in 2019 and provides the option to access a fraction of these resources annually. With that, a new secured personal loan product was launched in April 2020 using the FGTS anniversary withdrawal as collateral, providing an attractive product in terms of price. Nubank launched the FGTS-backed loan in September 2023, and it represented almost 10% of our new customer loan originations in 2025.
The FGTS Board (CCFGTS) approved new regulations, effective in November 2025, that restricted the amount and number of FGTS anniversary withdrawals that can be anticipated, limited borrowers to one loan per year, and added a waiting period after opting into the program, effectively reducing loan sizes and curbing repeated borrowing. We expect such new regulations to reduce the market potential for this product.
Credit Card Financing and Revolving
The Brazil's banking industry total credit card interest earning portfolio totaled US$28 billion on average in 2025, or 24% of the total outstanding credit card receivables, while the remaining 76% are defined as transaction balances - referring to upfront credit card purchases and Parcelado sem Juros, or “PSJ”, transactions (i.e. installment purchases that do not bear interest charges and that amount to almost half of purchase volumes, usually in up to 12 installments).
During 2023, discussions among credit card industry stakeholders were held regarding a potential cap on revolving interest rates required by the government due to the relatively high level of interest rates on the product, driven primarily by the large number of PSJs in the industry and their impact on household debt levels and default rates. The CMN (Conselho Monetário Nacional) limited revolving interest balances equivalent to a maximum of 100% of the customer's principal outstanding revolving loan, starting in January 2024. Nubank expanded its credit offering to consumers and small businesses through our Pix and bill financing products.
Credit underwriting
Incumbent banks in Latin America have traditionally focused on the most affluent segments of the population. Operating under a higher cost-to-serve model than digital banks and relying on legacy underwriting frameworks, incumbents have struggled to effectively serve customers from the less affluent segments. We believe this represents a significant opportunity to continue advancing financial inclusion in the region.
Additionally, we have made considerable progress in launching products and features on our app to expand offerings to higher-income segments, and have a clear and well-defined development pipeline for the coming years, seeking to address the needs of all customer segments in Latin America.
When analyzing the distribution of retail loan balances by income brackets relative to the number of households in each bracket in Brazil, we observe that retail credit remains concentrated among high-income individuals who according to our internal estimates, concentrate for close to 32% of the industry's revenue while representing less than 3% of the adult population.
Brazil Retail Credit Portfolio by Consumer's Income Segment |
| | <1x Minimum Wage | 1–2x Minimum Wage | 2–3x Minimum Wage | 3–5x Minimum Wage | 5–10x Minimum Wage | >10x Minimum Wage |
| Monthly Income (US$)¹ | <272 | 272 – 544 | 544 – 816 | 816 – 1,360 | 1,360 – 2,719 | >2,719 |
| 2025 average Credit Balance (US$ billion)2 | 50 | 93 | 64 | 88 | 107 | 234 |
| 2025 average Credit Balance (% share) | 8% | 15% | 10% | 14% | 17% | 37% |
Note 1: Exchange rate: BRL 5.59 to USD 1.00 for 2025 data; Source: BCB.
Note 2: Credit Balance includes credit card balances, personal loans, payroll loans, auto loans, home mortgages, and others. The BCB reported US$48 billion outstanding credit balance with no available information on the consumer's income levels, accounting for 3% of the total credit.
We use an internally developed credit engine, called NuX, leveraging proprietary and alternative data sources to effectively underwrite and monitor our credit products. Our NuX Credit Engine, supported by a dedicated team, is self-learning and benefits from increasing scale as we test, monitor and enhance our credit algorithms. We acquire, store and analyze an enormous amount of data that we use for our decision-making processes, to reduce risk and to enhance the customer experience.
By using our unique data and advanced NuXCredit Engine, we underwrite customers and manage credit risk with a focus on optimizing long-term Net Present Value (NPV), rather than focusing on short-term Non-performing Loans (NPLs). This allows us to pursue sustainable and resilient growth while complying with Nu's risk appetite. Our 90-day consumer finance delinquency rate (NPL ratio), as of December 2025, was 6.6%. This indicator may not be directly comparable to market figures as the customer and product mix vary significantly among institutions.
In our operations in Mexico and Colombia, we expect, based on internal estimates, that delinquency levels may be higher than in Brazil due to a higher share of the interest earning portfolio relative to the total outstanding credit card portfolio, along with each market’s unique characteristics and overall credit penetration.
In Mexico, our non-performing loan share of our loan book is similar to levels seen among Sociedades Financieras Populares (Sofipos), including Fintech players whose metrics are structurally higher than reported by incumbents, according to CNBV data and our internal analysis. We believe that low credit card adoption rates and a relatively high unbanked population in the country are partly responsible for this discrepancy, and we expect the gap to narrow as financial inclusion rises.
In Colombia, where financial inclusion is comparatively higher than in Mexico, and based on data available for a limited number of digital subsidiaries of incumbent players serving primarily less affluent segments, our overall credit risk levels are close to the market average for such comparable players.
C. Credit to SMEs
According to the BCB, the country’s credit portfolios related to SME’s and MEI’s (individual microentrepreneur) averaged US$233 billion during the period between January and October 2025, growing 5% over 2024 (9% on a FX-neutral basis). This is a market that has been gaining attention in recent years, as it has historically received less focus than the Corporate sector and typically lacks the same level of service customization offered to the retail sector. Nubank has been carefully developing solutions especially for MEIs, Micro and Small companies as this market evolves.
| Brazil MSME Credit Portfolio by Company Size (US$ billion) |
| Company Size | 2025 average | 2024 average | YoY Growth (% FXN) |
| Micro or "Microempresa (ME)" | 44 | 45 | 2% |
| Small or “Empresa de Pequeno Porte (EPP)” | 69 | 65 | 9% |
| Medium or “Empresa de Médio Porte” | 120 | 112 | 11% |
| Total MSME and MEI | 233 | 223 | 9% |
Notes: Exchange rates: BRL 5.39 is equivalent to USD 1.00 for 2024 data; and BRL 5.58 to USD 1.00 for 2025 data, respectively. FXN refers to the year-on-year variation in local currency as described in Presentation of Financial and Other Information. Source: BCB (October 2025 data).
According to SEBRAE, there were 23.5 million SMEs in Brazil, defined as companies with less than US$859,475 in annual revenue, as of 2025. Within this total, microenterprises accounted for 12.4 million businesses, in which the individual entrepreneur has no more than one employee and annual revenue does not exceed US$14,503.
The activities of MEIs are broadly diversified, but for the most part these micro entrepreneurs are active in retail commerce (i.e., apparel, food and other products) and retail services (i.e., repair services and others). As such, they seek banking services that are simple, transparent and fairly priced to meet the day-to-day needs of their businesses.
Our business account is designed specifically for customers who run businesses. We provide a business checking account and business prepaid card, offer unlimited wire transfers and allow customers to issue boletos to receive payments from customers, all free of charge. As of December 2025, our SME account in Brazil had 5.9 million customers, an increase of 27% compared to December 2024. According to our internal analysis, we are among the five largest MSE (Micro and Small Enterprises) players in Brazil by number of clients, reaching approximately 24% of all CNPJs registered in the country, according to BCB data.
As of December 31, 2025, the number of customers with accounts in Brazil reached more than 204 million, an increase of 2.4% compared to 199 million as of December 31, 2024. More than 51% of these individuals had an active account with us as of December 31, 2025, compared to 47% on December 31, 2024. This performance confirms the strong presence of the NuAccount (and our brand) in Brazil.
We estimate that, as of December 31, 2025, Brazil had US$442 billion in customer deposits, including demand, time and savings deposits, a 12% FX-neutral increase compared to US$409 billion as of December 31, 2024. Time deposits grew 20%, savings grew 1% and demand deposits contracted 4%, compared to December 31, 2024, according to the ANBIMA, BCB, and internal analyses.
With Cuenta Nu in Mexico, which reached 1 million customers within one month of its official launch in May 2023, and more than 13 million as of December 2025. Nubank seeks to contribute to financial inclusion in Latin America's second largest market. Mexico remains significantly underpenetrated in terms of financial services and cash remains by far the most used payment method with a 35% share, as per Worldpay's “The 2025 Global Payments Report”. Our long-term strategy is to drive a shift from cash to digital payments. To accelerate this transition, our core value proposition is to offer new customers attractive deposit yields. Our alliances with Arcus, by Mastercard, which began on March 12, 2024, represent significant progress in expanding our cash-in and cash-out network, which reached over 30,000 physical contact points in January, 2025. This trend is further reinforced by increased competition from fintech players introducing new products, including no-fee services, attractive deposit yields, alternative transaction and savings options, more cash-in and cash-out functionalities, among others.
In Colombia, as of 2024, over 82% of the adult population held a savings account according to the SFC's Financial Inclusion Report. As seen in Brazil and in Mexico, Nubank and other fintech players are offering attractive yields on savings account deposits to accelerate customer base growth and cross-sell attractive complementary financial services over time. After launching Cuenta Nu in early 2024, we reached over 3 million account holders in Colombia, as of December 31, 2025.
Investments
Brazil had over 105 million active securities accounts in December 2025, up 8% from 98 million on December 31, 2024, and 86 million savings accounts in the same period, up 7% year over year according to ANBIMA. Financial assets of Brazilian retail investors, which excludes the private segment, surpassed US$1 trillion as of November 30, 2025, a 17% FX-neutral increase over 2024 according to the BCB, ANBIMA, and our internal analyses. This total includes customer deposits, funds, equities, fixed income and pension funds. Fixed income remains the largest product, representing 37% of that total, followed by pension funds (22%), savings deposits and investment funds (each holding a 16% share), while equities accounted for 4% of the total, same as other general investment categories. Growth of total retail assets was driven primarily by fixed income, with a 22% rise over 2024, reflecting the elevated policy rate outlook in Brazil. Despite this restrictive monetary policy environment, other retail investments also posted nominal FX-neutral gains of 14% in the year, with investment funds expanding 11% and pension funds increasing close to 28%, while equity investments increased 14%.
With regard to individual deposits and retail investor assets in Brazil, our estimated market share was 3.5% on December 31, 2025, compared to 3.3% market share on December 31, 2024.
In our view, the retail insurance brokerage segment in Latin America has been largely dominated by incumbent banks, many of which also own the underwriting business and therefore favor their own products. We believe this segment is also prone to disruption and is likely to experience strong growth.
The Brazilian insurance sector recorded gross written premiums (GWP) across all segments totaling US$81 billion in 2025 according to CNSEG and Susep data, a 10% FX-neutral growth from US$76 billion in 2024. Despite its size, Brazil remains fairly underpenetrated relative to other developing and developed economies, in both the life and property & casualty segments. Nu is initially focused on market segments characterized by policies sold directly to individuals, representing 60% to 70% of the total GWP, according to Susep and internal estimates.
In our view, life insurance distribution to individuals in Brazil remains primarily through the bancassurance channel, while P&C insurance distribution remains concentrated in the broker channel.
We believe that complexity, lack of transparency and high premiums, largely a result of inefficient underwriting, continue to prevent many Latin Americans from purchasing more insurance products. Our first insurance product, NuLife, launched in August 2020 (in partnership with Chubb as underwriter), highlights the significant unmet demand for insurance products. NuLife offers flexible, fully customizable life insurance policies that can be contracted in five simple steps through our app. We launched mobile insurance in 2022, and auto and "Vidas Juntas" insurance – life insurance for non-consanguineum and non-marital relationships – products in 2023. Our most recent products also are characterized by fully customizable quotes and seamless digital onboarding through Nu’s app. As of December 2025, we had almost three million active policies across all insurance categories, representing an annual growth rate of 28% over 2024. Over time, we plan to broaden our insurance offering to include additional life and P&C products.
| F. | E-Commerce Marketplaces |
Brazilian e-commerce reached a gross merchandise volume (GMV) of almost US$42 billion in 2025, according to the Brazilian Association of Artificial intelligence and E-Commerce (ABIACOM).
In 2025, we continued to expand our Marketplace, broadening our ecosystem of partners and enhancing the value we deliver to our customers. We onboarded new international merchants, deepened existing partnerships through joint commercial campaigns that reinforced NuPay as a preferred payment method for online shopping in Brazil, and announced new strategic partnerships offering exclusive credit and installment conditions for our customers. We also redesigned NuCoin, our rewards program integrated with key Marketplace merchants, and continued to scale our travel offering, introducing a dedicated Travel Tab that consolidates flights, hotels, and travel services into a unified in-app experience for Ultravioleta customers.
Revenue by Geography
For the year ended December 31, 2025, the majority of our revenue was derived from Brazil, totaling US$11,038.3 million, compared to US$808.1 million in Mexico and US$237.3 million in other countries (from US$8,409.9 million, US$523.1 million and US$118.1 million, respectively, for in the year ended December 31, 2024).
Customer Demographics
We believe our platform both supports customers across the age spectrum and has a particularly strong appeal to younger generations. We believe we serve a larger share of younger consumers than both digital banks and incumbent banks. Our young and expanding customer base represents a significant opportunity for growth.
Our Competitive Landscape
We believe we are redefining how consumers engage with financial products and services and contributing to market expansion. At the same time, we continue to face competition from other firms, including large incumbent financial institutions, major technology companies, and smaller emerging fintech entrants.
We believe the key competitive factors in our market include:
| ● | our deeply embedded culture of customer-centricity; |
| ● | product quality, features and functionality; |
| ● | operating leverage and efficiency; |
| ● | access to top-tier engineering, data science and product talent; |
| ● | brand recognition and affinity; |
| ● | security, privacy and trust; |
| ● | a scalable product and technology platform; and |
We believe our ability to innovate at speed is a key differentiator that sets our platform apart. We believe we compete favorably across these critical dimensions and have developed a business model that is difficult to replicate.
Our Road Ahead
We have reached a pivotal era in our journey, marking the start of our evolution from a Latin American leader into a global digital banking platform. To guide this growth, our priorities are set across three pillars.
First, winning in our core markets. Brazil and Mexico will continue to absorb the majority of our capital and management attention. In Brazil, we will deepen leadership in the mass market, expand share of wallet and ARPAC, strengthen SME, and grow our high-income presence through Ultravioleta. In Mexico, finalizing our banking license process is critical as it unlocks the next phase of credit growth and customer depth. In Colombia, we will continue scaling credit and bringing a number of new products. Across all three markets, our focus remains on experience, principality, and monetization.
Second, strengthen foundations for international expansion. During 2026, we will lay the operational groundwork for our U.S. opportunity, building on the conditional bank charter approval in January 2026. Latin America remains our primary growth engine.
Third, AI as a superpower. NuFormer, our proprietary approach for building large, generalizable models, based on advanced transformer architectures and self-supervised learning principles, will be expanded to lending in Brazil and credit cards in Mexico. We will continue to put AI directly into customers' hands, moving closer to our long-term vision of an AI-powered personal banker in every customer's pocket.
Recent Developments
Tyme Investments
On December 12, 2024 Nu made a minority investment in Tyme Group Pte Ltd. ("Tyme") acting as lead investor in its series D funding round. Tyme operates under a hybrid model that combines a customer-centric digital banking platform with physical experiences, delivered in partnership with nationwide retailers through digital kiosks and bank ambassadors. Tyme specializes in emerging markets, including South Africa and the Philippines. For additional details, refer to explanatory note 18 of our financial statements.
Nucoin
In September 2024, we announced the strategic repositioning of Nucoin as part of a new loyalty program under development for Nubank customers. This transition led to the discontinuation of the liquidity pool feature that previously enabled clients to buy and sell Nucoin. As a result, we recorded US$40 million, primarily attributed to marketing expenses, aimed at repositioning Nucoin within the new loyalty program, as well as US$8 million attributable to the impairment expenses of certain capitalized intangible assets associated with the liquidity pool feature.
United States International Development Finance, or “DFC”, facility
On September 27, 2024, our Colombian subsidiary signed a credit facility agreement with DFC (United States International Development Finance), of up to US$ 150.0 million, guaranteed by Nu Holdings., which proceeds will be used to support the growth of our operations in Colombia. For more details about the transaction, please refer to “item 5. Operating and Financial Review and Prospects - B. Liquidity and Capital Resources - Borrowings and financing”.
U.S. National Bank Charter
On September 30, 2025, we filed an application to the Office of the Comptroller of the Currency (OCC) to establish and operate a de novo national bank, Nubank, N.A. (In Organization). We also filed an application to the Federal Deposit Insurance Corporation (FDIC) to obtain deposit insurance for Nubank, N.A. (In Organization). On January 29, 2026, we received preliminary conditional approval from the OCC. The preliminary conditional approval represents a milestone in our long-term strategy to expand our operational footprint and product offerings in the United States. Final OCC approval is subject to a number of preopening requirements. In addition, we plan to file related applications with the Board of Governors of the Federal Reserve System (Federal Reserve). If all required regulatory approvals are received, Nubank, N.A. (In Organization) will offer demand deposit accounts, credit cards, digital asset custody and ancillary services and lending to customers in the United States.
Regulatory Overview
Brazil
Our Regulatory Position
Five of our subsidiaries in Brazil — Nu Pagamentos S.A. – Instituição de Pagamento, or “Nu Pagamentos,” Nu Financeira S.A. – Sociedade de Crédito, Financiamento e Investimento, or “Nu Financeira,” NuPay for Business Instituição de Pagamento Ltda, or “NuPay,” Nu Investimentos S.A. - Corretora de Títulos e Valores Mobiliários, or “Nu Investimentos” and Nu Corretora de Seguros Ltda., or “Nu Corretora de Seguros,” — are subject to regulation by the Central Bank of Brazil (“BCB”), the Brazilian Securities and Exchange Commission (“CVM”), and/or the National Monetary Council (“CMN”) and/or the Superintendence of Private Insurance (SUSEP) and have received the required authorizations to operate:
| ● | Nu Pagamentos is authorized by the BCB to operate as a payment institution as (1) issuer of postpaid payment instruments, (2) issuer of electronic currency, (3) acquirer, and (4) payment initiation service provider; |
| ● | Nu Financeira is authorized by the BCB to operate as a credit, financing and investment entity (SCFI), conducting active, passive and ancillary transactions related to credit, financing and investment portfolios; |
| ● | NuPay is authorized by the BCB as an issuer of electronic currency; |
| ● | Nu Investimentos is authorized (1) by the BCB to operate as a securities broker (CTVM) under CMN Res. 5,008/22, and (2) by the CVM to provide fund bookkeeping, custody, and securities offering coordination services. Nu Asset Management Ltda. (“Nu Asset Management”), a wholly owned subsidiary of Nu Investimentos, is authorized by the CVM to provide portfolio management services; |
| ● | Nu Corretora de Seguros Ltda., or “Nu Corretora de Seguros,” is regulated by the SUSEP and authorized to operate as an insurance brokerage firm. |
As of the date of this filing, none of our Brazilian subsidiaries is licensed to operate as a bank. We have an adequacy plan under review by the BCB to either obtain a bank license or acquire an existing bank that would become our subsidiary, in order to comply with Joint Resolution No. 17 on brand name usage for regulated institutions. This step is not expected to materially affect our capital and liquidity requirements or our operations under our existing licenses as a payment institution, a credit, financing and investment company, and a securities brokerage company.
Financial and payment institutions must seek BCB approval when appointing managers, including directors, officers, and members of statutory boards (CMN Res. 4,970; BCB Res. 81; BCB Res. 519).
Regulatory Environment in Brazil
Our main subsidiaries in Brazil are subject to extensive regulation applicable to payment institutions (Nu Pagamentos, NuPay), financial institutions (Nu Financeira), securities brokers (Nu Investimentos), portfolio managers (Nu Asset Management), and insurance brokers (Nu Corretora de Seguros). We offer payments, digital accounts, brokerage, portfolio management, and insurance services.
Legislation Applicable to the Brazilian Payment System
Nu Pagamentos’ activities are governed by the Payments Law (Law 12,865/2013), which regulates payment institutions and payment schemes within the Brazilian Payment System (the Sistema de Pagamentos Brasileiro, or the “SPB”).
Payment institutions are entities that participate in payment schemes and execute fund transfers. They are categorized as: (1) issuers of electronic currency (prepaid); (2) issuers of postpaid payment instruments (e.g., credit cards); (3) acquirers; and (4) payment initiation service providers (“PISPs”). Payment institutions must comply with BCB requirements covering risk management, governance, anti-money laundering and combating the financing of terrorism (“AML/CFT”), cybersecurity, secrecy, ombudsman, internal audit, and reporting obligations.
Payment accounts are classified as prepaid (funds must be deposited before transactions) or postpaid (transactions may occur regardless of deposited funds). To protect against insolvency, payment institutions issuing electronic currency must segregate prepaid funds and hold them in a non-interest-bearing BCB account or in federal government bonds registered with the Special Settlement and Custody System (“SELIC”).
Since July 2023, payment institutions have been permitted to operate in the foreign exchange market, subject to restrictions and prior BCB authorization (BCB Res. 277/22).
Card payment schemes are governed by BCB Res. 150/2021. Schemes exceeding certain thresholds are part of the SPB and require BCB licensing; those below thresholds must report operational information annually. Limited-purpose and employment-benefit payment schemes are generally exempt from BCB authorization.
For 2025 developments regarding card payment schemes, see “—Recent Developments in Brazil—Card Payment Scheme Risk Management.”
Legislation Applicable to Financial Institutions and Portfolio Managers
General
The Banking Law (Law 4,595/1964) established the structure of Brazil’s National Financial System. Capital markets are regulated under Law 4,728/1965 and Law 6,385/1976, with securities issuance, distribution, and trading requiring CVM authorization. The regulatory framework is supplemented by rules from the CMN, CVM, and BCB, and by self-regulatory standards from B3, ANBIMA, and the Brazilian Association of Investment Analysts (“APIMEC”).
The incorporation and operation of financial institutions requires prior BCB licensing, and corporate events such as capital increases and changes of control may also require prior approval. The Banking Law restricts loans and cash advances from financial institutions to their managers and related persons (CMN Res. 4,693).
Credit, Financing and Investment Institutions (Consumer Credit Companies)
Nu Financeira is a credit, financing and investment institution (SCFI), regulated by the CMN and BCB. SCFIs are private financial institutions that carry out consumer financing for the acquisition of goods and services and for working capital. They must be incorporated as corporations. SCFIs cannot offer deposit accounts but may raise funds through bank deposit certificates (CDBs) or deposits without certificates (RDBs), both covered by the FGC (Fundo Garantidor de Crédito, the Brazilian credit guarantee fund) up to the applicable coverage limits, and not on a full-amount basis. The key distinction is that RDBs are non-transferable and non-tradable. Nu Financeira provides revolving credit, transactional financing, personal loans, and issues RDBs to support our funding and also issues financial bills (Letras Financeiras), which are not covered by the FGC.
Securities Brokerage and Distribution Firms
Securities trading on stock exchanges is carried out exclusively by CTVMs, securities distributors (distribuidoras de títulos e valores mobiliários, or “DTVMs”), and certain other authorized institutions. Nu Investimentos operates under CMN Res. 5,008/22, which permits brokerage firms to trade on exchanges, manage portfolios, provide custody, and issue electronic currency. Since a 2009 joint decision by the BCB and CVM, operational distinctions between securities brokers and distributors were effectively eliminated.
Brokerage firms are prohibited from executing transactions resulting in loans or cash advances to customers (except margin transactions), and may not charge commissions on primary distributions.
Third-Party Asset Management
Nu Asset Management is registered with the CVM as a portfolio manager under CVM Res. 21. Asset managers must meet requirements including having a registered office in Brazil, appointing certified officers for portfolio management, compliance, and risk management, and maintaining adequate infrastructure proportionate to the complexity of managed portfolios. Asset managers must conduct activities with transparency, good faith, diligence, and loyalty, and are subject to restrictions including prohibitions on guaranteeing profitability, making promises of future results, and acting as counterparty to clients.
Insurance Brokerage Firms
Nu Corretora de Seguros is authorized by SUSEP to operate as an insurance broker (Law 4,594/1964; Decree-Law 73/1966). Brokers must obtain registration and authorization, provide evidence of technical certification of employees, and appoint a technical officer to represent the entity before SUSEP. Brokers face civil liability for losses caused by malfeasance or negligence, and may be subject to fines, suspension, or registration cancellation.
Crypto Exchange Activities
Law 14,478/2022 established a legal framework for virtual asset services in Brazil. Virtual asset service providers (“VASPs”) are defined as entities that, on behalf of third parties, provide services such as exchange, transfer, or custody of virtual assets. Decree 11,563/2023 designates the BCB as the primary regulator of VASPs, while the CVM retains authority over virtual assets classified as securities.
For the comprehensive regulatory framework issued in 2025, see “—Recent Developments in Brazil—Virtual Assets and Virtual Asset Service Providers.”
FGC
The FGC is a private, non-profit civil association with independent legal entity status. In the event of an intervention or extrajudicial liquidation of a member institution by the BCB, the FGC ensures that depositors and investors receive the repayment of their credits, subject to the limits and conditions set forth in the fund's prevailing regulations. Membership in the FGC is mandatory for all eligible financial institutions and constitutes a prerequisite for the maintenance of an operating license granted by the BCB. Within our group, only our subsidiary Nu Financeira is a member of the FGC and is subject to its requirements, as it is the only entity that offers deposits covered by the FGC guarantee.
Main Regulatory Authorities in Brazil
The primary regulatory authorities overseeing the Brazilian financial system are the CMN, the BCB, and the CVM. Securities brokers, distributors, and asset managers are also subject to self-regulatory standards from ANBIMA. Trading on B3 is subject to oversight by BSM (Supervisão de Mercados).
CMN
The CMN is Brazil’s main monetary and financial policy authority, established under the Banking Law. It is responsible for setting guidelines for credit, monetary, budgetary, and foreign exchange policy, ensuring the liquidity and solvency of financial institutions, regulating the structure and operation of the financial system, and overseeing the activities of the BCB, CVM, and SUSEP.
Central Bank of Brazil
The BCB implements CMN policies on monetary, credit, and foreign exchange matters and regulates financial and payment institutions. It is responsible for authorizing and supervising the organization, operation, and control changes of financial and payment institutions, managing foreign capital flows and FX markets, and intervening in or liquidating institutions when necessary. The BCB President is appointed by the President of Brazil for a four-year term, subject to Senate ratification.
CVM
The CVM is Brazil’s federal securities regulator, responsible for regulating capital markets, setting rules for securities market operations, authorizing brokerage firms and public offerings, supervising publicly held companies and investment funds, enforcing disclosure requirements, and imposing penalties. The CVM also regulates financial investment funds and derivatives markets.
Pension and Insurance — SUSEP and CNSP
The CNSP (Conselho Nacional de Seguros Privados) sets guidelines for the private insurance, reinsurance, capitalization, and supplementary pension sectors. SUSEP is the independent agency responsible for implementing CNSP policies and supervising entities in these sectors. Together they form part of the National Private Insurance System (“SNSP”), established under Decree-Law 73/1966.
Self-Regulatory Entities
ANBIMA is a private self-regulatory organization representing investment banks, asset managers, and brokers, establishing codes of best practices for capital markets. BSM conducts market surveillance over B3 trading environments, auditing participants and administering the Investor Compensation Mechanism (“MRP”), which awards damages of up to R$120,000 to investors harmed by a participant’s inappropriate activity. APIMEC is authorized by the CVM to certify and oversee securities analysts.
Prudential Framework and Capital Requirements
Financial Institutions
Financial institutions in Brazil are subject to extensive capital, exposure, and solvency requirements following Basel Committee principles. The CMN and BCB play a central role in safeguarding the solvency of the National Financial System and mitigating systemic risks.
For the new activities-based minimum capital methodology introduced in 2025, see “—Recent Developments in Brazil—Minimum Capital Methodology.”
Payment Institutions
Payment institutions authorized by the BCB are subject to the same general minimum capital framework as financial institutions. Under BCB Resolutions 198–202 (March 2022) and Res. 436 (November 2024), prudential conglomerates performing payment services are classified as:
| ● | Type 1: Led by a financial institution (excluding payment institutions, brokers, and foreign exchange (“FX”) brokers). |
| ● | Type 2: Led by a payment institution composed exclusively of payment institutions and related entities. |
| ● | Type 3: Led by a payment institution not qualifying as Type 2, or led by a securities broker/distributor/FX broker. |
The regulatory capital framework was revised to enhance loss-absorption capacity, including deducting low-value-in-stress assets from regulatory capital and making debt instruments eligible for Tier I and Tier II capital. The Payment Services Risk Weighted Assets (“RWASP”) was created as a capital component for Type 1 and Type 3 conglomerates, covering acquiring, electronic currency issuance, postpaid instrument issuance, and payment initiation.
Brazil’s capital framework (BCB Res. 199/22, 200/22) requires institutions to maintain capital ratios based on Total Capital relative to risk-weighted assets (“RWAs”), determined as the sum of credit, market, payment services, and operational risk components. Total Capital comprises:
| ● | Common Equity Tier 1 (“CET1”): social capital, reserves, and retained earnings, less deductions and prudential adjustments. |
| ● | Additional Tier 1 Capital: eligible perpetual instruments; combined with CET1, it constitutes Tier I Capital. |
| ● | Tier 2 Capital: subordinated debt with fixed maturity meeting eligibility requirements. Beyond minimum requirements, the BCB mandates Additional CET1 buffers (Conservation and Countercyclical), which increase capital requirements over time. |
Type 3 conglomerates are segmented from S2 to S5 based on size and complexity. The Nu Pagamentos-led conglomerate transitioned to S2 in July 2025. The conglomerate is subject to a minimum regulatory capital of US$3.3 billion (R$18 billion) as of December 31, 2025.
BCB Res. 229 (effective July 2023) consolidated the standardized credit risk capital calculation (“RWACPAD”), increasing risk-weight granularity in line with Basel III recommendations.
BCB Res. 265/22 sets forth risk management, capital management, and disclosure requirements for Type 3 conglomerates such as ours, with management structures scaled to the institution’s risk profile and complexity.
For 2025 developments in prudential regulation, see “—Recent Developments in Brazil—Prudential and Capital Requirements.”
Regulation of Credit Cards and Interchange Fees
BCB Res. 96 (effective March 2022) governs the opening of postpaid and prepaid payment accounts, granting institutions discretion over customer registration requirements and establishing invoice disclosure rules. BCB Res. 365 (effective July 2024) added further requirements for credit card bill presentation, including structured information groups.
Interchange fees are the compensation paid by acquirers to card issuers per transaction, set by the payment scheme settler and varying by payment instrument type and merchant classification. BCB Res. 246 imposes a maximum interchange fee of 0.7% on all prepaid card transactions in Brazil, which impacted our fee and commission income.
Compliance, Internal Controls and Audit
Brazilian financial and payment institutions must maintain internal controls over financial, operational, and managerial information systems. Financial institutions must implement a compliance policy compatible with their nature, size, and risk profile (CMN Res. 4,595); similar rules apply to payment institutions (BCB Res. 65). CMN Res. 4,968 updated the internal controls framework to align with the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) 2013 standards, enhancing board and senior management responsibilities and requiring a designated internal controls officer. BCB Res. 260 sets forth similar rules for payment institutions.
Financial and payment institutions must maintain internal audit functions (CMN Res. 4,879; BCB Res. 93), which may be performed by a dedicated department or an independent auditor not auditing the institution’s financial statements. Independent auditor teams must rotate after five consecutive fiscal years (CMN Res. 4,910; BCB Res. 130). Institutions registered as publicly-held companies or leading prudential conglomerates classified in S1–S3 must establish an audit committee. These institutions are subject to a five-year mandatory rotation for the independent audit firm, which may be extended to ten fiscal years provided a statutory audit committee is in place, as per CMN Res. 4,910.
Institutions must create an ombudsman department to handle customer claims and report semiannually to the board (CMN Res. 4,860; BCB Res. 28). Financial institutions must also maintain a whistleblower hotline for anonymous reporting of potential illicit activities, with semiannual reports to the board and records available to the BCB for at least five years (CMN Res. 4,859).
Insolvency Regimes
Brazilian financial and payment institutions authorized by the BCB are subject to resolution regimes under Federal Law 6,024/74 (intervention and extrajudicial liquidation) and Decree-Law 2,321/87 (temporary special administration regime, or “RAET”), and to the provisions of Federal Law 9,447/97 (controlling shareholder liability). Bankruptcy provisions under Federal Law 11,101/05 apply secondarily.
The BCB may appoint an intervener if an institution faces losses leaving creditors at risk, consistently violates regulations, or where intervention is a viable alternative to liquidation. Interventions automatically suspend payable obligations and freeze deposits, and may last up to twelve months. Extrajudicial liquidation withdraws the institution from the financial system, interrupts activities, and classifies creditors by priority. The RAET allows the BCB to replace management without interrupting the institution’s usual activities.
In the event of liquidation or bankruptcy, creditors are paid in order of priority: (1) labor claims (capped at 150 minimum wages per employee); (2) secured claims; (3) tax claims; (4) claims with special privileges; (5) claims with general privileges; (6) unsecured claims; (7) fines and penalties; and (8) subordinated claims. Post-petition claims receive super-priority.
The foregoing list of laws and regulations is not exhaustive and the regulatory framework governing our operations changes continuously.
For 2025 developments on recovery and exit planning, see “—Recent Developments in Brazil—Recovery and Organized Exit Plan.”
Anti-Money Laundering
The Anti-Money Laundering Law (Law 9,613/1998, as amended by Law 12,683/2012) requires financial institutions, payment institutions, securities brokers, asset managers, and insurance brokers to: identify and maintain customer records; record transactions exceeding regulatory thresholds; adopt AML internal control policies; report suspicious transactions to the Council for the Control of Financial Activities (“COAF”); and monitor for indications of money laundering. Agents of money laundering crimes are subject to imprisonment, temporary disqualification from managing enterprises for up to 10 years, and monetary fines.
BCB Circular 3,978/20 (as amended by BCB Res. 119) adopts a risk-based approach, granting institutions discretion to determine KYC procedures based on internal risk assessments. Institutions must identify customers, record transactions, monitor and report events to COAF, conduct enhanced due diligence on politically exposed persons, and appoint a responsible AML officer. CVM Res. 50 establishes similar obligations for securities market participants.
COAF, established by the AML Law and revised by Federal Law 13,974/2020, is responsible for examining and applying administrative penalties to suspicious money laundering activities, coordinating international cooperation, and reporting to prosecutors and police.
Anti-Corruption and Related Regulations
The Clean Company Act (Law 12,846/2013) establishes liability for legal entities that engage in acts against the public administration, including bribery of domestic or foreign public officials, whether conducted directly or through third parties.
Additional Brazilian legislation includes the Public Improbity Law (Law 8,429/1992), which provides for liability in connection with acts against the public administration, and the White-Collar Crime Law (Law 7,492/1986), which establishes criminal liability for certain financial crimes. Law 14,133/2021 (Public Procurement Law) governs public contracting and establishes requirements applicable to entities participating in public tenders. Law 13,260/2016 (Anti-Terrorism Law) criminalizes certain conduct related to terrorism, including financing activities.
Fraud Prevention
Financial institutions, payment institutions, and other BCB-authorized entities must share data on signs of actual or attempted fraud, at minimum in account opening, payment services, account maintenance, and credit transactions (Joint Res. 6/2023; BCB Res. 343/2023). Records must contain identification of the perpetrator, fraud description, reporting institution details, and recipient account information.
BCB Res. 142 requires institutions to limit overnight payment services (8pm–6am) to R$1,000 per account, with customer-requested increases subject to a 24-hour waiting period. Institutions must maintain daily fraud occurrence records and prepare monthly reports to audit/risk committees and the board.
BCB Res. 402 and 403 (effective November 2024) enhanced Pix security by requiring device registration for transactions exceeding R$200 (daily limit R$1,000 from unregistered devices), mandatory fraud risk management solutions, and semiannual fraud-marking checks.
For 2025 developments on fraud prevention measures, see “—Recent Developments in Brazil—Fraud Prevention and Account Integrity.”
Politically Exposed Persons
Under BCB Circular 3,978/20 and CVM Res. 50, financial and payment institutions must obtain sufficient information to identify Politically Exposed Persons (“PEPs”) from their customer base and monitor their transactions. PEPs are defined as government agents who have held relevant public positions in the last five years, as well as their representatives, family members, and closely related persons. Institutions must implement procedures to identify PEPs and verify the origin of funds for their transactions.
Transactions with Related Parties
The Banking Law restricts financial institutions from conducting credit transactions with related parties, defined under CMN Res. 4,693 to include controlling shareholders, officers, statutory board members, their close relatives, and entities with significant cross-holdings (15%+ voting or 10%+ total equity). Transactions with related parties are permitted only under market-compatible conditions without additional benefits, and in certain other limited cases (interbank deposits, clearinghouse obligations, etc.). All financial institutions must adopt internal related-party transaction policies. Extension of credit to related parties outside permitted cases is criminalized under Law 7,492.
Punitive Sanctions
Violations of Brazilian payments, banking, or securities laws may lead to administrative, civil, and criminal liability. Key penalties under Law 13,506 include: fines by the BCB of up to R$2 billion (or 0.5% of the entity’s prior-year revenue); CVM fines of up to R$50 million (or multiples of the irregular transaction value or economic gain); suspension or prohibition from market activities for up to 20 years; temporary bans on managerial positions; and coercive fines of up to R$100,000 per day. Penalties are calculated based on gains obtained, economic capability, severity, actual losses, recurrence, and cooperativeness. Law 7,492 provides for criminal liability of controlling shareholders, officers, and managers, with sanctions including detention and fines.
Foreign Investment, Corporate Interest, and Change of Control
Foreign investment in Brazilian financial institutions requires prior BCB approval, regardless of the investor’s nationality (Decree 10,029/2019; BCB Circular 3,977/2020). Financial institutions may hold equity in other entities that complement their activities, subject to prior BCB authorization, provided the invested entity does not hold equity in the financial institution (CMN Res. 5,043).
Changes in control of financial or payment institutions require prior BCB approval (CMN Res. 4,970; BCB Res. 81). Acquisition of a qualified equity interest (15%+ voting or 10%+ total) must be notified to the BCB, which may order the acquisition regularized or unwound.
Open Finance
Open Finance is the standardized sharing of data, products, and services by financial and payment institutions at customers’ discretion (Joint Res. 1/2020). The BCB views it as a key tool for innovation, efficiency, inclusion, and competition. The framework has evolved through successive BCB resolutions addressing technical requirements, consent renewal, monitoring rules, and Pix payment integration. Open Finance remains under gradual legal, operational, and technological development.
For 2025 developments on mandatory participation, see “—Recent Developments in Brazil—Open Finance.”
Instant Payment System
In 2020, the BCB launched Pix, a real-time payment and transfer system. Participation is mandatory for financial and payment institutions with more than 500,000 active customer accounts. The BCB continues to develop new Pix functionalities including Pix Collection, Pix Withdraw/Change, Scheduled Pix, and Automated Pix.
For 2025 developments on Pix authorization, see “—Recent Developments in Brazil—Instant Payment System.”
Foreign Exchange
The New Foreign Exchange Law (Law 14,286) modernized and consolidated Brazil’s foreign exchange framework, liberalizing the FX market, enhancing legal certainty, and encouraging greater international use of the Brazilian Real. CMN Res. 5,042 and BCB Resolutions 277–280 (effective December 2022) establish general guidelines for FX transactions, including the possibility for payment institutions to seek FX market authorization. BCB Res. 348 (effective November 2023) eliminated the requirement for simultaneous FX transactions in certain foreign direct investments.
For 2025 developments on the foreign investor framework, see “—Recent Developments in Brazil—Foreign Exchange.”
E-Commerce and Consumer Protection
We are subject to laws relating to internet activities, e-commerce, and consumer protection, including the Brazilian Civil Rights Framework for the Internet (Law 12,965/2014) and the Consumer Protection Code (Law 8,078/1990). The Consumer Protection Code regulates commercial practices, product and service liability, strict liability of suppliers, reversal of the burden of proof, and advertising standards. Payment institutions must also comply with customer relationship rules under BCB Res. 155, including institutional relationship policies and transparency and suitability requirements.
Data Privacy and Protection
We are subject to the Brazilian Data Protection Law (“LGPD”) (Federal Law 13,709/2018), which establishes rules for the collection, use, processing, and storage of personal data. The LGPD defines data subject rights, legal bases for processing, consent requirements, governance obligations, and data transfer rules. The National Data Protection Authority (“ANPD”) oversees compliance and may impose sanctions including warnings, fines of up to 2% of gross revenue (capped at R$50 million per violation), public disclosure of violations, and suspension of data processing activities.
For 2025 developments on data protection, see “—Recent Developments in Brazil—Data Privacy.”
Bank Secrecy and Cybersecurity
Financial and payment institutions are subject to bank secrecy rules (Supplementary Law 105/2001; CMN Res. 4,282), requiring the maintenance of secrecy for active and passive transactions, subject to exceptions for judicial requests, interbank information exchange, credit protection agencies, and reporting of criminal offenses.
Under CMN Res. 4,893 and BCB Res. 85, financial and payment institutions must comply with cybersecurity requirements including policies for data processing and storage, cloud computing services, and incident response plans.
Environmental and Social Risk Management
Financial institutions may face administrative, civil, and criminal liability for environmental damage under Brazil’s Federal Constitution and the Environmental Crimes Law. Environmental damages imply strict and joint liability with no statutory cap on compensation.
BCB Res. 265/22 requires financial institutions to identify, measure, assess, monitor, and mitigate social, environmental, and climate risks within their risk management framework, including risks arising from counterparties, controlled entities, suppliers, and outsourced providers. CMN Res. 4,945 requires prudential conglomerates (S1–S5) to prepare a Social, Environmental and Climate Responsibility Policy (“PRSAC”), reviewed every three years. The BCB requires annual publication of a Social, Environmental and Climate Risks and Opportunities Report (“GRSAC Report”) under BCB Res. 139, and semiannual reporting of credit portfolio social, environmental, and climate risk data (“DRSAC”) under BCB Res. 151.
For 2025 developments on sustainability reporting, see “—Recent Developments in Brazil—Sustainability Reporting.”
Revolving Credit and Interest Rate Regulations
Law 14,690/2023 mandated limits on interest and fees charged on revolving credit and installment credit for credit card outstanding balances. CMN Res. 5,112/2023 (effective January 3, 2024) caps the total interest and financial charges on such financing at no more than the original debt amount. This applies to each new revolving or installment credit operation and includes default interest, contractual fines, and other fees. Issuers and holders may renegotiate financing subject to the same cap. The provisions have been applied throughout 2024 and 2025.
Law 14,905/2024 (effective August 30, 2024) amended the Brazilian Civil Code regarding default interest, permitting parties to freely determine contractual interest rates within legal limits. In the absence of specific provisions, default interest is based on the SELIC rate minus the applicable inflation index (with a floor of zero). The law clarifies that the Usury Law does not apply to certain obligations outside the National Financial System, including transactions between legal entities and those involving financial institutions.
Recent Developments in Brazil
This section describes key regulatory developments issued or that became effective during 2025.
Prudential and Capital Requirements
Minimum Capital Methodology (Joint Res. 14). On November 3, 2025, the CMN and BCB issued Joint Resolution No. 14, introducing an activities-based methodology for minimum paid-in capital and adjusted net worth for financial institutions and other BCB-authorized entities.
The minimum capital equals the sum of a base “cost” component and an “activities” component. The cost component is R$2 million multiplied by the number of communicated operational activity categories, plus R$5 million if the institution provides specified technology-intensive services (with 50% increments per additional service, up to a R$10 million cap). The activities component sums the values of operational categories conducted — R$1 million (services), R$3 million (custody/management of third-party resources), R$5 million (intermediation), and R$7 million (concession) — and the investment category — R$5 million (restricted) or R$8 million (free) — multiplied by a funding-source factor: 60% (own resources), 80% (institutional resources), 120% (public resources other than deposits), or 200% (deposits).
For compliance, adjusted net worth equals equity plus credit balances from income accounts, minus appraisal adjustments, revaluation reserves, debit balances from income accounts, and specified participations. Institutions authorized to use the term “bank” must add R$30 million to the calculated minimum. Institutions operating on the effective date are subject to a phased transition through December 31, 2027.
Operational Risk Capital (BCB Res. 356). Effective January 2025, BCB Res. 356 replaced the three prior operational risk RWA methodologies (Basic Indicator Approach (“BIA”), Alternative Standardized Approach (“ASA”), Simplified Alternative Standardized Approach (“ASA2”)) with a single, more risk-sensitive method that includes an internal loss component modulating required capital.
Financial Instruments Accounting (CMN Res. 4,966 / BCB Res. 352). Effective January 1, 2025, these resolutions introduced significant changes to the accounting of financial instruments in Brazil, enhancing alignment with IFRS 9. The methodology for calculating expected credit loss (provisions) was updated for local disclosures and capital requirements. These changes do not impact our consolidated financial statements prepared under IFRS Accounting Standards.
Capital Transition for Expected Credit Loss (BCB Res. 448). Issued December 23, 2024, this resolution establishes a transition schedule (2025–2028) for incorporating the new provisioning model’s impacts into regulatory capital, aligned with Basel Committee on Banking Supervision (“BCBS”) recommendations. The rule partially restores regulatory capital reduced by the shift to the new provisioning methodology.
Market Risk — FRTB Phase 3 (CMN Res. 5,207 / BCB Res. 470). Issued April 30, 2025, these rules conclude the third phase of Brazil’s market risk reform under Basel III’s Fundamental Review of the Trading Book. For S1–S3 institutions (including our S2 conglomerate), a new standardized sensitivity-based component (RWASENS) replaces the prior exposure-based market risk components for interest rate, equity, commodity, and FX positions.
Leverage Ratio for Payment Institutions (BCB Res. 477 / 478). Enacted May 30, 2025, these regulations establish mandatory leverage ratio requirements for Type 3 payment institutions on both consolidated and individual bases. For S2 entities, the minimum consolidated leverage ratio phases in from 2% (July 1, 2026) to 2.5% (January 1, 2027) to 3% (January 1, 2028). Individual payment institution minimums rise from 0.75% to 2.25% over the same period. The rules also require adequate funding profiles, diversified funding sources, and timely intragroup liquidity transfer.
Liquidity and Risk Management (CMN Res. 5,222). Approved May 2025 (qualitative changes effective September 1, 2025), this resolution requires conglomerate leaders to implement policies ensuring timely intragroup liquidity transfer and extends the Liquidity Coverage Ratio (LCR) to a Brazil sub-consolidated perimeter for S1 groups (effective July 1, 2026).
Credit Risk Mitigation (Public Consultation No. 128). Released November 2025, this consultation proposes amendments to RWACPAD regulations to refine recognition of credit risk mitigation instruments, revise the CEM for derivatives by aligning with SA-CCR, allow single netting sets across derivatives and securities financing transactions, and introduce preferential risk weights for payroll-deducted retail exposures.
Card Payment Scheme Risk Management
BCB Resolution No. 522 (effective November 12, 2025) amends BCB Res. 150 and strengthens centralized risk management in SPB payment schemes. The rule allocates to scheme settlors (networks) ultimate liability for settlement of all transactions, including with their own funds if protection mechanisms are insufficient. Key provisions include: the settlor bears sole responsibility for monitoring participant risks and may not delegate sub-acquirer oversight to acquirers; reinforcement of “honor all cards”; prohibition on requiring collateral among participants; limitation of chargeback liability to 180 days from authorization; and strengthened fraud, AML/CFT, and payer conduct controls. Scheme settlors must, within 180 days, submit requests to amend scheme regulations and implement full sub-acquirer participation in centralized settlement.
Recovery and Organized Exit Plan
BCB Resolution No. 440 (effective January 1, 2025) requires payment institutions performing critical functions to prepare and submit a Recovery and Organized Exit Plan (“PRSO”) to ensure the stability of the National Financial System (“SFN”) and SPB. The PRSO must be prepared biennially (reference date December 31) and submitted to the BCB by July 31 of the following year, with updates required for material changes. Institutions must integrate recovery and resolution planning with their risk and capital management processes and maintain supporting documentation for five years. The regulation applies to institutions in Segment S1 and may be extended to other institutions performing critical functions as assessed by the BCB.
Fraud Prevention and Account Integrity
BCB Resolution No. 501 (September 11, 2025) requires financial and payment institutions to reject payment transactions destined to accounts where there is a well-founded suspicion of fraud. The receiving institution must notify the account holder. Institutions may determine suspicion using their own factors and data sources, including public or private databases.
BCB Resolution No. 518 (November 3, 2025) mandates payment account closure where there are grave irregularities in customer information or where the account is used to provide unauthorized financial or payment services. Institutions must adopt board-approved internal criteria and retain documentation for at least ten years.
CMN Resolution No. 5,261 (November 3, 2025) imposes equivalent requirements for deposit accounts, requiring closure for grave customer information irregularities or unauthorized use of accounts for financial services, with ten-year documentation retention.
Open Finance
Starting January 2025, institutions with over five million customers are required to participate in data sharing within the open finance ecosystem. Smaller institutions may opt in voluntarily. For payment initiation services, mandatory participation is limited to PISPs and mandatory Pix participants.
Instant Payment System
Since January 1, 2025, under BCB Res. 429, only BCB-authorized institutions may operate in the Pix ecosystem.
Foreign Exchange
Joint Resolution No. 13 (effective January 1, 2025) establishes a new regulatory framework for foreign investors in Brazilian financial and securities markets, simplifying non-resident operations by equalizing registration requirements for resident and non-resident investors, eliminating the requirement for non-resident individual investors to appoint a Brazilian representative for certain operations, expanding the use of non-resident accounts for financial investments, and removing mandatory simultaneous FX operations for investment conversions.
Data Privacy
As of September 2025, with the enactment of the Digital Statute of Children and Adolescents (Law 15,211/2025), the ANPD is the competent authority for the protection of children and adolescents in the digital sphere, potentially requiring process and system adaptations.
Sustainability Reporting
CMN Resolution No. 5,185 and BCB Res. 435 (effective January 1, 2025) require larger financial and payment institutions to prepare and disclose a sustainability financial information report alongside their financial statements, compliant with IFRS S1, IFRS S2, and Brazilian Sustainability Pronouncements Committee (“CBPS”) Technical Pronouncements 01 and 02. Disclosure obligations begin in 2026 for publicly-held companies and S1/S2 segment leaders, and in 2028 for S3 institutions. The report must be verified by an independent auditor. Early voluntary adoption is permitted.
Public Consultation No. 127 (November 4, 2025) proposes amendments to the GRSAC Report to expand and standardize disclosures, introducing quantitative metrics and targets aligned with IFRS S1/S2 and the Basel Committee’s Pillar 3 framework. For S1/S2 institutions, the new GRSAC format would take effect in January 2027, with first publication in 2028.
Virtual Assets and Virtual Asset Service Providers
On November 10, 2025, the BCB published Resolutions No. 519, 520, and 521, all effective February 2, 2026, establishing the comprehensive regulatory framework for VASPs.
BCB Res. 519 establishes the authorization process for VASPs, including minimum requirements (controlling shareholders’ financial capacity, business viability, IT/governance adequacy, and fit-and-proper standards) and transactions requiring prior BCB approval (authorization, modality changes, control transfers, reorganizations, and management appointments). VASPs already active benefit from a transitional regime: they must apply for authorization within 270 days and demonstrate compliance with core risk, cybersecurity, AML/CFT, and accounting requirements. Entities failing to apply must cease operations within thirty days.
BCB Res. 520 governs VASP organization and operations. VASPs must operate under one of three modalities: (i) intermediary (intermediation of virtual assets, including portfolio administration, staking, and FX-related services); (ii) custodian (safeguarding virtual assets and maintaining position records); or (iii) exchange (combining both intermediation and custody). Standalone intermediaries and custodians may not combine the other’s functions. Baseline requirements include segregation of client funds and assets, prohibitions on using client assets for proprietary transactions (with narrow exceptions), governance, risk management, cybersecurity, and AML/CFT frameworks, conflict-mitigation and transparency obligations, and enhanced disclosures regarding services and risks. Certain existing BCB-authorized institutions (banks, brokerage firms) may also provide VASP services subject to eligibility and notification requirements.
BCB Res. 521 integrates virtual asset services into the foreign exchange framework, covering international payments/transfers with virtual assets, self-hosted wallet transfers, and fiat-referenced virtual asset transactions. Operational limits apply (e.g., US$100,000 for VASPs, US$500,000 for certain brokers/banks when the counterparty is not FX-authorized), along with enhanced reporting duties.
Banking as a Service (BaaS)
Joint Resolution No. 16 (November 28, 2025) regulates Banking as a Service, defined as a contractual arrangement under which BaaS providers make financial and payment services available to clients through an integrating entity. BaaS may cover: (i) deposit and payment account opening/maintenance; (ii) payment services; (iii) merchant acquiring; (iv) credit operations; and (v) additional services designated by the BCB. Contracts must specify roles, responsibilities, security measures, BCB access rights, and transparency about the service-taking entity’s status. The provider institution bears responsibility for regulatory compliance, including KYC, fraud prevention, and AML/CFT. Both providers and service-taking entities must designate a compliance director.
Naming Regulations for Authorized Institutions in Brazil
Joint Resolution No. 17 (November 28, 2025) governs the nomenclature and public presentation of BCB-authorized institutions. Corporate names must include terms referencing the scope of the institution’s authorization and may not include terms suggesting unauthorized activities. Institutions within prudential conglomerates may use the conglomerate name, provided customers can identify the specific institution type.
FGTS-Backed Loans
Law 13,932/2019 introduced the FGTS annual withdrawal option (saque-aniversário) and authorized workers to pledge future withdrawals as loan collateral. On October 7, 2025, the FGTS approved amendments (effective November 1, 2025) that: (i) impose a 90-day cooling-off period after opt-in before entering fiduciary assignments; (ii) limit concurrent loan transactions to one per year; (iii) restrict pledgeable future withdrawals to five per 12-month period (with up to three additional transactions per subsequent three-year period); and (iv) cap advanceable amounts at R$100–R$500 per withdrawal (maximum aggregate R$2,500). These constraints may narrow the addressable market and affect unit economics.
Private Payroll Deduction Loans
Law 15,179 (July 24, 2025) modernizes private payroll-deduction loans by facilitating digital platforms for solicitation and management. Formal employees may apply through Brazil’s Digital Work Card application, with repayments capped at 35% of gross salary and optional FGTS collateral. Loan installments are deducted automatically via eSocial. For the first 120 days following platform launch, new loan proceeds must be used to repay existing higher-cost obligations, encouraging debt consolidation at lower rates.
FGC Emergency Recapitalization Plan and Governance Reforms
In February 2026, the board of directors of the FGC, approved an emergency recapitalization plan following the liquidation of certain banks by the Central Bank of Brazil, requiring member institutions, including certain of our subsidiaries, to advance contributions over a multi-year period. On March 25, 2026, we advanced US$186.4 million to the FGC pursuant to this plan. Additionally, on January 22, 2026, the CMN approved CMN Resolution No. 5,279/26, amending the bylaws of the FGC to strengthen governance and broaden its mandate to support the transfer of control or assets of member institutions facing adverse conditions.
Mexico
Our Regulatory Position
In Mexico, our products are offered by Nu México Financiera, S.A. de C.V., Sociedad Financiera Popular (“Sofipo”), whose current corporate name is Nubank, S.A., Institución de Banca Múltiple, (“Nu Mexico”). Nu Mexico is a financial institution subject to the Law of Popular Savings and Credit ("LACP") authorized to receive deposits and grant loans.
Financial entities in Mexico are subject to extensive regulation and the oversight of the CNBV (an administrative authority responsible for, among other matters, prudential regulation; the National Commission for the Protection and Defense of Financial Services Users (“Condusef”), the financial consumer protection agency), and Banxico, the Central Bank of Mexico, which has authority to regulate payment systems and financial products, among other matters. Mexican authorities have been reviewing the regulations applicable to financial entities and closely supervise financial technology companies.
A Sofipo license enables an institution to take deposits from customers, while having fewer assets and lower regulatory capital requirements than a bank. In October 2023, Nu Mexico applied for a banking license before the CNBV. In April 2025, we received regulatory approval to begin the conversion process into a multiple bank under the corporate name Nubank, S.A., Institución de Banca Múltiple, with the remaining steps being the testing of Nu Mexico’s systems and processes and, subsequently, the issuance of the Operation Authorization. In December 2025, Nu Mexico requested CNBV to perform the audit required to start operations, which is expected to take place during the first semester of 2026.
The transformation into a bank remains subject to receipt of the Operation Authorization from the applicable regulatory authority.
This strategic move aims to provide a broader and more robust regulatory profile through which Nu Mexico will be able to offer its customers a wider range of products and benefits, including investments, payroll portability, and higher deposit limits.
Notwithstanding the foregoing, the entity will continue to operate as a Sofipo under the LACP until the Operation Authorization has been obtained.
Legal and Regulatory Framework Applicable to the Mexican Financial System
The Mexican payment systems operate under a comprehensive legal framework designed to ensure financial stability, consumer protection, and compliance with international financial standards. Payment systems are subject to the supervision of Banxico and the CNBV.
The regulatory landscape is shaped by laws and secondary regulations applicable to high-value payment systems (the Interbank Electronic Payment System, or “SPEI”) and low-value payment systems (cards and checks). Payment system regulations apply to financial institutions, payment service providers, and fintech companies, among other participants, ensuring interoperability, security, and efficiency in transactions.
These regulations extend not only to the payment processes themselves, but also to consumer protection, competition, and anti-money laundering matters.
Legislation Applicable to Nu México Nu México must comply with several key laws and regulations, including:
| ● | Law of Popular Savings and Credit (LACP): Governs Sofipos, setting rules for their operation, capitalization, and supervision; |
| ● | Law for the Transparency and Order of the Financial System: Covers transparency and consumer protection regulations; |
| ● | General Provisions Applicable to Popular Savings and Credit Institutions, Integration Organizations, Popular Financial Societies, and Community Financial Societies (Sofipo Rules); |
| ● | Federal Law on the Protection of Personal Data Held by Private Parties (“LFPDPPP”): Regulates data privacy obligations for financial institutions handling customer information (see “Data Privacy and Protection” below); |
| ● | Code of Commerce: Sets forth requirements applicable to commercial activities including electronic transactions; and |
| ● | General Law for Negotiable Instruments and Credit Transactions: Sets forth requirements applicable to financial products and agreements (including deposits and promissory notes). |
Once Nu Mexico is authorized to operate as a bank it will be required to comply with the Bank Law ("LIC") and the General Rules applicable to banks, and will no longer be required to comply with the LACP or the Sofipo Rules.
Nu México is also subject to secondary regulations, including:
| ● | Corporate governance, capitalization, electronic channels, and third-party contracting, as regulated by the CNBV; |
| ● | Transparency, credit and prepaid cards, payment systems, as regulated by Banxico; |
| ● | Anti-money laundering and terrorism financing, as regulated by the Ministry of Finance and Public Credit (“SHCP”); and |
| ● | Transparency and consumer protection, as regulated by the Condusef. |
Once Nu Mexico is authorized to operate as a bank it will also be required to comply with additional regulations issued by Banxico regarding fees, debit accounts, among others.
Anti-Corruption and Related Regulations
Nu México is subject to Mexican laws governing anti-corruption and related matters. The General Law of Administrative Responsibilities (Ley General de Responsabilidades Administrativas) and the Federal Criminal Code establish administrative and criminal liability, respectively, for acts of corruption involving public and private sector participants, including bribery, embezzlement, and influence peddling.
Once Nu Mexico is authorized to operate as a bank it will also be required to comply with additional regulations issued by Banxico regarding fees and debit accounts, among others.
Main Regulatory Authorities in Mexico
The main regulatory authorities that oversee our business are:
| ● | SHCP: Sets forth policy regarding financial institutions, and issues secondary regulations on anti-money laundering and terrorism financing, among other matters; |
| ● | CNBV: Oversees the financial system, ensuring compliance with applicable laws and supervising Sofipos, banks, and fintech companies; |
| ● | Banxico: Regulates the national payment system, setting rules for electronic transactions, clearinghouses, and financial interoperability; financial products; and prudential matters of financial entities; and |
| ● | Condusef: Protects consumer rights and ensures fair practices in financial services. |
Rules Governing the Payment System
| ● | Payment Networks and Interoperability: Banxico’s rules (Circular 13/2017) establish guidelines for card payment and electronic payment networks, including specific requirements for payment system interoperability, that Sofipos must observe; |
| ● | Electronic Payment System (SPEI): Banxico’s rules (Circular 14/2017) govern real-time payments and electronic fund transfers and regulate access to and use of SPEI. This regulation requires Sofipos to have robust technological infrastructure, effective internal controls, and cybersecurity measures to ensure the authenticity and security of electronic transactions; and |
| ● | AML/CFT Regulations: Sofipos and financial entities, including banks, must adhere to Anti-Money Laundering Combating the Financing of Terrorism (AML/CFT) obligations as defined by the Financial Intelligence Unit (UIF) and international standards. Nu Mexico must comply with the Federal Law for the Prevention and Identification of Operations with Illicit Proceeds (LFPIORPI), which mandates specific controls for customer identification and anti-money laundering procedures, including reporting obligations to the UIF. For the full AML framework, see “—Anti-Money Laundering” below. |
Sofipos and Bank Transition
Nu Mexico operates as a Sofipo, an entity authorized to offer various financial services, including:
| ● | Deposits: Accepting savings and term deposits from the public |
| ● | Loans: Providing loans to individuals and small businesses |
| ● | Payment Services: Facilitating payment operations such as money transfers and payment processing |
These activities position Sofipos as key players in enhancing financial inclusion by offering accessible financial products.
Once Nu Mexico is authorized to operate as a bank, it will continue to offer the services listed above and will amend customer agreements to adjust to bank regulations.
Payment Schemes
Sofipos and banks participate in payment schemes that enable them to process transactions efficiently and securely. Their involvement ensures that clients can perform transactions such as fund transfers and bill payments, thereby integrating underserved populations into the formal financial system.
Capital Requirements for Operational Risks
Sofipos are regulated under the LACP and the CNBV’s regulatory framework; likewise, banks are regulated under the Law (LIC) and the CNBV’s framework. Capital requirements for operational risk follow the guidelines set forth in Basel III, adapted to the Mexican financial system, to ensure financial stability and protecting depositors. Sofipos and banks are required to allocate capital for operational risks based on the methodologies defined by the CNBV, which align with the Basel Committee’s standards. The CNBV periodically updates these methodologies to align with international best practices, such as Basel III.
Transparency Regulations
Sofipos and banks must comply with transparency and consumer protection requirements under a framework set forth by Condusef, the CNBV and Banxico. These requirements include using standard-form agreements with clear language, disclosing the total annual cost of credit cards and the total annual gain under deposit and investment agreements, expressing interest rates in annual terms for loans, disclosing all fees in exhibits to customer-facing agreements, and implementing processes to handle loss or theft of cards, among others.
These regulations collectively aim to enhance the stability, security, and transparency of financial services in Mexico, ensuring consumer protection and fostering trust in the financial system. Condusef and Banxico actively review and assess compliance with these regulations.
Insolvency Regimes
The LACP and LIC outline specific procedures for addressing financial distress within Sofipos and banks, respectively, including:
| ● | Intervention: The CNBV may intervene in an entity’s operations if significant irregularities or solvency issues are detected, with the aim of protecting depositors and maintaining financial stability. |
| ● | Extrajudicial Liquidation: If an entity is deemed non-viable, the CNBV may initiate an extrajudicial liquidation process to wind down operations in an orderly manner and settle obligations. |
| ● | Temporary Special Administration Regime: In certain cases, a temporary special administration may be appointed to manage the entity’s affairs, with the goal of restoring stability or facilitating an orderly resolution. |
Compliance and Internal Controls
As a Sofipo (and as a future bank), Nu Mexico is required to implement robust compliance frameworks and internal controls to ensure adherence to applicable regulations and safeguard the institution’s integrity. Key requirements include:
| ● | Corporate Governance: Establishing governance structures with clear roles and responsibilities to oversee operations effectively. |
| ● | Risk Management: Implementing comprehensive risk management systems to identify, assess, and mitigate potential risks. |
| ● | Internal Audits: Conducting regular internal audits to evaluate the effectiveness of internal controls and compliance procedures. |
These measures are designed to promote transparency, accountability, and sound management practices.
Internal Auditing
Internal auditing is a critical component in evaluating and improving the effectiveness of governance, risk management, and control processes. Mexican regulations require financial institutions to maintain control measures that include evaluations by internal auditing areas or independent external audits to assess compliance with anti-money laundering provisions.
Independent Auditors and Audit Committee
Pursuant to secondary regulations issued by the CNBV, Sofipos and banks must hire an independent auditor firm that meets the eligibility requirements set forth in such regulations, such as independence and CNBV-issued certification. Our independent auditors provide an objective assessment of the financial statements of the Mexican entity.
Anti-Money Laundering
Sofipos and banks must comply with stringent AML regulations to prevent financial crimes, as set forth in the LACP and LIC, respectively, and in secondary regulations issued by the SHCP. Such obligations include:
| ● | Customer Due Diligence (CDD): Verifying the identity of clients and understanding the nature of their activities. |
| ● | Transaction Monitoring: Implementing systems to detect and report suspicious transactions. |
| ● | Reporting Requirements: Submitting reports on large or unusual transactions to the relevant authorities. |
Additionally, the LFPIORPI mandates that commercial entities establish internal controls to prevent and detect money laundering, and provides that financial entities such as Nu Mexico are subject to the special rules mentioned above. This includes conducting regular audits, implementing automated systems, and adopting a risk-based approach to monitor transactions effectively.
Politically Exposed Persons
Politically Exposed Persons (PEPs) are individuals who hold or have held prominent public positions and may present higher risks due to potential involvement in corruption or money laundering. Mexican regulations require financial institutions to implement enhanced due diligence measures when establishing business relationships with PEPs, including obtaining senior management approval, verifying the source of funds, and conducting ongoing monitoring of the relationship to detect unusual transactions.
Punitive Sanctions
Non-compliance with Mexican regulatory requirements may result in punitive sanctions, including fines, restrictions on operations, or revocation of licenses. The LFPIORPI outlines various sanctions for entities that fail to comply with anti-money laundering obligations, emphasizing the importance of adherence to legal standards.
Fraud Prevention in Payment Services
Financial institutions must comply with fraud prevention requirements. Banxico’s regulatory framework requires that the use of credit and debit cards be protected by authentication and certification requirements to prevent fraud. The CNBV requires that Sofipos, among others, notify clients of irregular or suspicious activities, and implement identification mechanisms, and other processes to detect, prevent and remediate irregular transactions and fraud.
Banks and Sofipos are also required to have a fraud prevention plan that complies with the CNBV’s regulations, including appointing a fraud officer, allowing customers to define transaction limits, and establishing preventive and reactive fraud controls.
Ombudsman
An ombudsman acts as an impartial intermediary between an institution and its customers or employees, addressing complaints and resolving disputes. Establishing an ombudsman function demonstrates the institution’s commitment to accountability and fair treatment, enhancing trust and credibility among stakeholders.
Banks and Sofipos are required to have a consumer attention unit to receive claims and address customer concerns.
Whistleblowing Hotline
Sofipos do not have an explicit regulatory obligation to establish a whistleblowing channel for reporting irregularities or misconduct. However, implementing such channels is considered a best practice in corporate integrity, corruption prevention, and ethical compliance. Banks, by contrast, are required by the CNBV’s regulations to establish and operate a whistleblowing channel.
Condusef requires financial institutions to provide the necessary information for supervision, customer service, and dispute resolution. Although these provisions mainly focus on consumer protection, they reflect the importance of having adequate mechanisms for receiving and managing complaints and reports.
Nu México maintains a mandatory internal whistleblower system set forth in its Code of Conduct available and applicable to all employees. Employees are trained and encouraged to use the system if they detect any conduct that could breach regulations.
Consumer Protection Laws
Consumer protection in the financial services sector is supported by a robust legal framework that guarantees consumer rights and promotes transparent and fair practices by financial institutions. The main applicable regulations are:
| ● | Law for the Protection and Defense of Financial Services Users: Protects and defends the rights and interests of the general public using financial services provided by authorized institutions. It establishes the organization, procedures, and operation of Condusef, which is responsible for assisting users in resolving complaints and claims against financial institutions. |
| ● | Law for Transparency and Regulation of Financial Services: Promotes transparency in financial operations and services, and regulates the fees and interest rates that financial institutions may charge. |
| ● | Federal Consumer Protection Law: Although of general application, this law also addresses the protection of consumers in the financial sector, complementing the sector-specific provisions. |
Data Protection, Privacy, and Taxes
E-Commerce and Consumer Protection
The regulatory landscape governing e-commerce, data protection, taxation, and consumer protection is comprehensive, aiming to foster digital commerce while safeguarding consumer rights and ensuring compliance with fiscal obligations. In April 1998, the Organization for Economic Cooperation and Development (“OECD”), through its Consumer Policy Committee, recommended that governments, suppliers, consumers, and their representatives adhere to guidelines for the formulation and implementation of self-regulatory schemes for consumer protection in e-commerce.
Taxation of Digital Services
Mexican authorities have implemented tax regulations to ensure that digital platforms comply with fiscal obligations. Beginning with reforms enacted in 2020, digital platforms are obliged to act as intermediaries in tax collection, enhancing compliance with Mexican tax regulations.
Data Privacy and Protection
The protection of personal data is mainly regulated by the Federal Law on Protection of Personal Data Held by Private Parties (Ley Federal de Protección de Datos Personales en Posesión de los Particulares, or LFPDPPP) and its implementing Regulations, which establish the principles and obligations applicable to individuals and entities acting as data controllers or processors. The LFPDPPP is based on principles such as lawfulness, consent, information, quality, purpose, loyalty, proportionality, and responsibility. It guarantees data subjects’ ARCO rights (Access, Rectification, Cancellation, and Opposition) and provides mechanisms for their enforcement. Non-compliance may result in significant financial penalties, depending on the severity of the violation and the type of data affected.
The LFPDPPP mandates that any transfer of personal data to foreign entities must ensure a level
of protection equivalent to that provided under Mexican law. Before transferring data internationally,
businesses must obtain explicit consent from data subjects, specifying the purpose and destination of the transfer.
In the public sector, personal data protection is regulated by the General Law for Transparency and Access to Public Information, which applies to government entities. In specific industries, such as finance and telecommunications, additional regulations set specific requirements for data processing and security. In the financial sector, institutions must comply with CNBV guidelines establishing obligations for safeguarding client information and ensuring confidentiality in banking operations. Mexican legislation also includes provisions on international data transfers, requiring data controllers to implement appropriate security measures. In the digital context, although no specific law is dedicated to online data protection, the Federal Consumer Protection Law and the E-Commerce Law contain provisions on privacy and the processing of information on digital platforms.
Financial Secrecy
Sofipos and banks are required to adhere to strict confidentiality protocols concerning client information under the LACP, the LIC, the LFPDPPP, and secondary regulations issued by the CNBV. The obligation to maintain the confidentiality of deposits and other transactions is a fundamental aspect of the financial system. Disclosure of such information is permitted only under specific circumstances, such as with the explicit consent of the client or upon request by competent authorities.
Cybersecurity
Banxico and the CNBV have implemented measures to enhance cybersecurity within the financial sector. In November 2017, the National Cybersecurity Strategy was established, followed by coordination agreements in May 2018 to reinforce information security across financial entities. In June 2018, principles were issued to strengthen information security in the financial system. These measures require financial entities to develop and implement a mandatory information security internal control system to ensure the confidentiality, integrity and availability of information. Specific requirements include assessing the adequacy and sufficiency of proprietary and third-party infrastructure, implementing logical and physical network segregation of networks, conducting periodic vulnerability and penetration, appointing a chief information security officer and maintaining incident response plans.
Environmental Accountability
Mexico’s Constitution mandates that any individual or entity causing environmental harm is subject to administrative and criminal sanctions and is obligated to repair the resulting damages. The National Environmental Policy outlines the framework for environmental protection, and financial institutions, including Sofipos and banks, may be considered indirect contributors to environmental harm. Consequently, they may be held accountable across administrative, civil, and criminal domains. Civil liability entails strict and joint responsibility, obligating all involved parties to address the environmental degradation caused. Criminal liability applies when intentional or negligent actions result in environmental harm.
Virtual Assets and Virtual Asset Service Providers
Mexico lacks a comprehensive framework for virtual assets.
Virtual Assets ("Vas”) and Virtual Asset Service Providers (“VASPs”) are primarily governed by the Law to Regulate Financial Technology Institutions, commonly known as the Fintech Law, enacted in March 2018. This legislation establishes the legal framework for entities engaging in activities involving virtual assets, aiming to promote financial innovation while ensuring consumer protection and financial stability.
The Fintech Law defines a virtual asset as a representation of value electronically registered and used among the public as a means of payment for all types of legal acts, whose transfer can only be carried out through electronic means. Entities that offer services related to the use, exchange, and custody of virtual assets are considered VASPs.
Financial institutions, including banks and fintech companies, must obtain authorization from Banxico to operate with virtual assets. Banxico has issued Circular 4/2019, which outlines the authorization process for virtual assets that financial institutions may handle and sets forth the terms, conditions, and restrictions applicable to their operations. These measures are designed to mitigate risks associated with money laundering and terrorist financing. To date, Banxico has not authorized any specific virtual asset.
With respect to commercial companies and individuals, VAs are regulated by the Federal Law for the Identification and Prevention of Transactions with Assets with Illicit Origin.
Recent Developments in Mexico
Payroll Loans (Crédito Asociado a la Nómina)
Banxico issued an amendment to the payroll loan system, which was originally incorporated into regulations in October 2018, but whose implementation has been suspended since then. Under this amendment, the system will become effective and mandatory in June 2027. This system is intended to allow borrowers to contract payroll loans that are then automatically collected from their payroll accounts, regardless of the bank in which those accounts are held (even if the customer changes the bank holding the payroll account).
Colombia
Our Regulatory Position
Regulatory Framework for Colombian Financial Institutions
The Colombian financial system is composed of various types of financial institutions, which are primarily categorized into credit establishments, financial services entities, and other financial institutions. These entities are regulated and supervised by the Superintendency of Finance (Superintendencia Financiera de Colombia or SFC), which ensures the stability, safety, and confidence in the financial system.
Principal Laws, Decrees and Regulations
The regulatory framework for financial institutions in Colombia is primarily governed by the Estatuto Orgánico del Sistema Financiero (Decree 663 of 1993), which establishes the operational, prudential, and supervisory requirements for financial entities. This decree is complemented by several other laws and decrees, including:
| • | Law 964 of 2005: Known as the Securities Market Law, it established norms for the management, utilization, and investment of resources captured from the public through securities. |
| • | Law 1328 of 2009: This law introduced financial consumer protection regulations, including rights and obligations, the Financial Consumer Attention System (SAC), and the provision of information to consumers. |
| • | Decree 2555 of 2010: This decree consolidates financial regulations related to credit operations, portfolio management, investment services, and risk management, establishing the core regulatory framework for financial institutions. |
| • | External Circulars 029 of 2014 (Circular Básica Jurídica, “CBJ”) and 100 of 1995 (Circular Básica Contable y Financiera, “CBCF”): Compile the rules and regulations issued by the SFC that apply to financial institutions and other entities under its supervision. |
| • | Circular Reglamentaria Externa DSP-465 from the Banco de la República, under which Colombian instant payments are regulated. |
Main supervision, inspection and surveillance entities
The Colombian Constitution assigns the responsibility for the inspection, surveillance and control of the financial entities to the President of the Republic (numeral 26, Article 189, Colombian Constitution). The Constitution also assigns to the President the responsibility to regulate through the issuance of decrees, resolutions and orders needed to comply with the laws (numeral 11, Article 189, Colombian Constitution).
The Presidential responsibility for the inspection, surveillance and control of financial entities is exercised through the SFC, which is the sole supervisor of the financial sector in Colombia (article 11.2.1.3.1 of the Presidential Decree 2555 of 2010). The SFC is a technical body under the Ministry of Finance, with legal representation, administrative and financial autonomy. The SFC supervises the financial system to preserve its stability, safety and confidence, as well as organizes and develops the Colombian capital markets, protecting investors, depositors and insurance policy holders.
Key Interest Rates
Article 884 of the Colombian Commercial Code provides for a limit on the amount of interest that may be charged in commercial transactions. The limit is 1.5 times the current banking interest rate ("interés bancario corriente" or "IBC"), certified and calculated by the SFC as the weighted average rate of interest ordinarily charged by banks for loans made during a specified period. The certification process is carried out for the following credit portfolios: consumer and ordinary; low amounts; and microcredit (which is divided into five different loan modalities).
The preliminary certified IBC rates for January 2026 are: (i) 24.36% for consumer and ordinary loans, (ii) 68.85.% for low amount loans, and (iii) an average of 57.00% for the five microcredit categories.
Capital Adequacy Requirements
Capital adequacy requirements for Colombian financial institutions are broadly aligned with the Basel III framework and are established in Decree 2555 of 2010. Under this regulation, financial institutions must maintain a minimum total solvency ratio (Capital Adequacy Ratio) of 9% of risk-weighted assets. In addition, institutions are required to comply with a minimum Basic Solvency ratio of 4.5% (equivalent to Common Equity Tier 1 - CET1), a minimum Additional Basic Solvency ratio of 6% (equivalent to the Tier 1 capital ratio), and a capital conservation buffer of 1.5%. The regulation also contemplates a capital buffer for systemically important institutions; however, this requirement does not currently apply to Nu Colombia.
Minimum Capital Requirements
The minimum capital requirement for banks, including financing companies, is established in Article 80 of Decree 663 of 1993. For 2024, the minimum capital requirement is COP 133,321 million. Failure to meet this requirement can result in the SFC taking possession of the institution. As of the date of this annual report, Nu Colombia is in compliance with this minimum capital requirement.
Regulatory Capital
Regulatory Capital (Patrimonio Técnico) is calculated as the sum of Common Equity Tier One Capital (CET1), Additional Tier One Capital (AT1), and Tier Two Capital (T2). The SFC must review and approve whether a given instrument qualifies as CET1, AT1, or T2.
Solvency Ratios
The Capital Adequacy Ratio (Total Solvency) must be maintained at a minimum of 9% of the financial institution's total risk-weighted assets. In addition, institutions must comply with the following requirements:
| • | A minimum Basic Solvency ratio of 4.5%, defined as Common Equity Tier 1 (CET1) capital after deductions divided by total risk-weighted assets and off-balance sheet items. |
| • | A minimum Additional Basic Solvency ratio of 6%, equivalent to the Tier 1 capital ratio. |
| • | A capital conservation buffer of 1.5%. |
| • | A buffer for systemically important institutions of 1%. |
The combined buffer corresponds to the sum of the applicable capital buffers.
Leverage Ratio
Credit establishments must comply with a minimum leverage ratio of 3%, defined as the sum of CET1 after deductions and AT1, divided by the leverage value (sum of all net assets, net exposures in repo transactions, credit exposures in derivatives, and exposure value of all contingencies).
Additional Capital Requirements
Mandatory Investments
Colombian financial institutions, including financing companies, are required to hold minimum mandatory investments in agricultural development debt instruments (Títulos de Desarrollo Agropecuario, or “TDAs”) issued by Finagro, a government entity, in an amount calculated by applying a fixed percentage to the quarterly average of certain liabilities.
Foreign Currency Position Requirements
According to External Resolution 1 of 2018, a financial institution's foreign currency position is the difference between its foreign currency-denominated assets and liabilities. There are specific limits on these positions relative to the institution's technical capital.
Reserve Requirements
Credit institutions must satisfy reserve requirements with respect to deposits and other cash demands, held by the Central Bank in the form of cash deposits. The reserve requirements vary depending on the class of deposits. According to External Resolution 5 of 2008, as amended by External Resolution 9 of 2016 and External Resolution 20 of 2020, the reserve requirements for Colombian banks are measured bi-weekly and the amounts depend on the class of deposits.
Reserve requirements for credit institutions presented a range between 0% and 8.0%. Credit institutions have to maintain reserves of 8.0% for checking accounts and savings deposits, reserves of 3.5% for time deposits with a maturity of less than 540 days, and no reserves for time deposits with a maturity equal or greater than 540 days.
Large Exposures and Concentration Limits
The Decrees 1533 of 2022 and 1358 of 2024 introduce significant regulatory changes for credit establishments in Colombia, focusing on risk management and transactions with linked parties. Decree 1533 of 2022, issued by the President of the Republic of Colombia, modifies Decree 2555 of 2010 to establish new regulations for the identification and management of large exposures and risk concentration in credit institutions. This decree aims to mitigate potential losses in case of counterparty defaults by setting limits on credit exposures to individual counterparties and connected groups. Specifically, it requires that exposures with a single counterparty or a connected group of counterparties do not exceed 25% of the institution's base capital, and it sets a limit of 20% for exposures to shareholders or associates with a direct or indirect investment equal to or greater than 20% of the institution's base capital. Additionally, credit establishments must report significant exposures to the SFC and maintain effective policies for risk management.
Decree 1358 of 2024 further refines the criteria for determining linked parties and establishes mechanisms for monitoring and managing transactions with these parties to prevent conflicts of interest. It extends the transition period for compliance with these new regulations, allowing certain entities up to 60 months to adapt. These changes aim to enhance the financial stability and governance of credit establishments, ensuring transparency and accountability in their operations. By mandating the identification, monitoring, and management of large exposures and risk concentration, these decrees collectively contribute to a more robust regulatory framework that safeguards the interests of credit institutions and their stakeholders.
Corporate Governance and Shareholding Composition Requirements
Board of Directors
Financial institutions must have a board of directors that meets specific criteria for independence, expertise, and integrity. The SFC reviews the suitability of board members, ensuring they possess the necessary qualifications and experience. The board is responsible for overseeing the institution's strategic direction, risk management, and compliance with regulatory requirements.
Shareholding Composition
Credit Institutions are organized stock companies ("sociedad anónima") and must have a minimum of five shareholders at all times. No single shareholder may own 95% or more of the Compañía de Financiamiento subscribed capital stock. Transactions resulting in an individual or entity holding 10% or more of the outstanding shares of any Colombian financial institution are subject to prior authorization by the SFC.
Risk Management Systems
The External Circular 018 of 2021 issued by the SFC establishes the "Sistema Integral de Administración de Riesgos" (the “SIAR”) and the "Sistema de Administración de Riesgos de las Entidades Exceptuadas del SIAR" (the “SARE”) to enhance risk management practices in financial entities. The SIAR is a comprehensive risk management framework mandated by the SFC, requiring financial entities, including financing companies, to design, implement, and maintain a system that integrates policies, strategies, procedures, methodologies, controls, and limits to manage risks effectively. This system integrates the management of various risks including credit, market, operational, liquidity, counterparty, guarantee, insurance, and country risks, aligning with international standards.
The SIAR mandates the establishment of a risk appetite framework and the identification, measurement, control, monitoring, and timely reporting of risks. The governance structure includes the Board of Directors, legal representatives, risk management functions, risk committees, internal audit, and fiscal reviewers. Additionally, the SIAR emphasizes the importance of a robust internal and external information system, regular documentation, and annual reviews to ensure the system's adequacy and alignment with the entity's risk profile, business plan, and regulatory requirements. This comprehensive approach ensures that financial entities are well-equipped to manage a wide array of risks, thereby enhancing their overall stability and resilience.
Internal Control System Framework
The internal control system requirements for financial entities supervised in Colombia are designed to ensure transparency, accountability, and the effective management of risks. These requirements are established by various regulatory bodies, including the SFC, the Colombian Central Bank, and other governmental entities. The framework is based on international best practices and aims to promote robust corporate governance structures.
Data Privacy and Protection
In Colombia, financial institutions must comply with several regulatory laws on behalf of Data protection, including Law 1581 of 2012 (General Data Protection Law), Law 1266 of 2008 (Statutory Law on Credit Information), and Decree 1377 of 2013. These regulations aim to enhance financial inclusion, consumer protection, and innovation. The regulatory environment is advancing towards possibly implementing open finance and digital asset regulations, along with new rules on large exposures and related-party transactions to improve risk management.
Non-compliance with data protection laws can result in significant penalties from the Superintendence of Industry and Commerce (SIC), including fines up to $500,000 per infringement. Violations, such as processing data without proper consent, can lead to mandated policy changes, cessation of data processing activities, and reputational damage.
Cybersecurity Rules
The cybersecurity framework for financial institutions in Colombia is designed to enhance cyber risk management and promote the adoption of best practices. The regulatory framework is primarily established through External Circular 007 of 2018, modified by External Circular 033 of 2020, issued by the SFC. These regulations provide a comprehensive set of requirements aimed at ensuring the security and integrity of information systems within financial entities.
Anti-Money Laundering Provisions
The regulatory framework for Anti-Money Laundering (AML) and Counter-Terrorism Financing (CTF) in Colombia, referred to as the "Sistema de Administración del Riesgo de Lavado de Activos y de la Financiación del Terrorismo" (SARLAFT), is designed to prevent and control money laundering and the financing of terrorism. This framework is governed by various laws, decrees, and circulars issued by the Colombian government and regulatory bodies, including the SFC and the Colombian Central Bank.
Anti-Corruption and Related Regulations
Colombian financial institutions are also subject to laws governing anti-corruption and transparency, including Law 1474 of 2011 (Anti-Corruption Statute), Law 190 of 1995 (Anti-Corruption and Transparency Statute), and Law 2195 of 2022, which strengthen the framework for the prevention, investigation, and sanctioning of corrupt practices in both the public and private sectors.
Financial Consumer Protection
The regulatory framework for consumer protection in the Colombian financial sector is designed to uphold the rights and responsibilities of financial consumers while imposing obligations on financial institutions to minimize disputes and enhance transparency. Key elements include Law 1328 of 2009, which establishes consumer rights such as the right to information, fair treatment, safety, choice, and privacy, and imposes obligations on financial institutions to ensure transparency, effective complaint handling, consumer education, data protection, and fair practices. The SFC oversees compliance, issuing regulations, monitoring adherence, imposing sanctions, and resolving disputes.
Recent developments include the promotion of an Immediate Payments System (SPI) to enhance secure and efficient transactions, and the introduction of regulations to improve cybersecurity and prevent money laundering. The SFC's role is crucial in enforcing these regulations, ensuring that financial institutions comply with established standards, and protecting consumers' rights. This comprehensive framework aims to ensure that financial consumers are treated fairly and have access to clear and accurate information about financial products and services.
Instant Payments System
In 2023, Colombia initiated the development of an Immediate Payments System (SPI) to align with international standards, similar to Brazil's Pix and the United States' FedNow system. The legal framework for this new payment ecosystem is established by Resolution 6 of 2023 and Circular DSP-465 issued by the Central Bank. This framework aims to create an interbank instant payments infrastructure managed by the Central Bank, ensuring interoperability of technologies, systems, and entities through secure communication protocols and advanced encryption standards. The project is scheduled to be completed in the first quarter of 2025, following five implementation phases.
The Central Bank of Colombia identified the need for a fast, easy, and immediate payment system to reduce the high usage of cash (over 70% of transactions) and promote financial inclusion. The new infrastructure will consist of two main components: a settlement module for 24/7 money transfers, enhancing efficiency and security, and a central directory to standardize user experience across all financial entities.
The system, named “Bre-B”, has been operational since the second half of 2025, allowing users to make instant transfers between different financial entities via unique identifiers or "keys" linked to their accounts. These keys can be a national ID number, mobile number, email address, or an alphanumeric code provided by the bank. Users can register multiple keys for their accounts, facilitating easy and secure transactions without needing to share account numbers.
Bre-B is expected to revolutionize digital payments in Colombia, providing a secure, efficient, and inclusive platform for instant money transfers, available 24/7 and significantly advancing the country's digitalization efforts and financial inclusion.
Other Countries
We also have information technology and business support operations in Uruguay and the United States.
For more information regarding the laws and regulations applicable to our business, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Regulatory Matters and Litigation.”
C. Organizational Structure
Our group is currently composed of 46 entities, including Nu Holdings Ltd. and our 45 subsidiaries, 18 of which are incorporated in Brazil and the remainder in other countries. Our significant subsidiaries and a summary of their operations are as follows:
Nu Pagamentos S.A. – Instituição de Pagamento, or “Nu Pagamentos”
Nu Pagamentos, our 100% owned indirect subsidiary organized in Brazil, is primarily engaged in the issuance and administration of credit cards and payment transfers through prepaid accounts. Nu Pagamentos is a regulated payment institution under Brazilian law and is authorized to operate in such capacity by the Central Bank of Brazil.
Nu Financeira S.A. – SCFI, or “Nu Financeira”
Nu Financeira, our 100%-owned indirect subsidiary organized in Brazil, was launched in February 2019 and offers personal loans as its main product. Nu Financeira is a regulated financial institution under Brazilian law and is authorized to operate in such capacity by the Central Bank of Brazil.
Nu Investimentos S.A. - Corretora de Títulos e Valores Mobiliários, or “Nu Investimentos”
Nu Investimentos, our 100%-owned indirect subsidiary organized in Brazil, is engaged in digital investment platform and operates as a regulated broker dealer under the oversight of the Central Bank of Brazil.
Nu México Financiera, S.A. de C.V., S.F.P. (Nubank, S.A. Institución de Banca Múltiple), or “Nu Mexico Financiera”
Nu Financiera, our 99.9%-owned indirect subsidiary organized in Mexico, acquired in September 2021, is engaged in the issuance and administration of credit cards and payment transfers through a savings account. Nu Financiera is a regulated financial institution under Mexico law, sociedad financiera popular, and is authorized to operate in such capacity by the CNBV. Nu Mexico has requested and obtained an authorization to transform into a bank, subject to the condition of obtaining authorization to start operations as a bank by the CNBV; therefore, while the corporate name was changed to Nubank, S.A., Institución de banca múltiple, at this time it remains subject to the supervision of the CNBV as a sociedad financiera popular, and will remain so until, and if, it receives authorization to operate as a bank.
Nu Colombia Compañía de Financiamiento , or “Nu Colombia Financiera”
Nu Colombia Financiera, our 100%-owned indirect subsidiary organized in Colombia, provides financial services while raising public funds, which allows us to reduce funding costs for credit products. Since January 2024, Nu Colombia Financiera is a regulated financial Institution under Colombian Law and is authorized to operate in such capacity by the SFC.
A simplified organizational chart showing our corporate structure is set forth below.
| 1. | | Internet – Fundo de Investimento em Participações Multiestratégia, FIP Internet, Nu Pagamentos S.A. – Instituição de Pagamento, Nu Asset Management Ltda., NuPay for Business Instituição de Pagamento Ltda., Nu Brasil Tecnologia Ltda., Nu Brasil Serviços Ltda., Nu Crypto Ltda., Nu Commerce Ltda., Nu Canais Ltda., Nu Financeira S.A. – Sociedade de Crédito, Financiamento e Investimento, Nu Investimentos - Corretora de Títulos e Valores Imobiliários S.A., Nu Corretora de Seguros Ltda., Instituto Nu, Olivia AI do Brasil Participações Ltda., Olivia AI do Brasil – Instituição de Pagamento Ltda., PROVU Serviços de Administração e Correspondente Bancários S.A., Nu Brasil Holding Financeira Ltda., Vérios Gestão de Recursos Ltda. |
| 2. | | Nu subsidiaries organized in Colombia consist of Nu Global Colombia S.A.S and Nu Colombia Compañía de Financiamiento S.A. |
| 3. | | Nu subsidiaries organized in Mexico consist of Nu BN México, S.A. de C.V., Nu BN Servicios México, S.A. de C.V., Nu BN Tecnologia, S.A. de C.V and Nu México Financiera, S.A. de C.V., SOFIPO (Nubank, S.A. Institución de Banca Múltiple). |
| 4. | | Nu subsidiaries organized in Uruguay consist of Nu Tecnologia S.A., Nu Plat, S.A. and Nu Uruguay Investments S.A. |
| 5. | | Nu subsidiaries organized in the United States consist of Nu 1-B LLC, Nu 2-B LLC, Nu 3-B LLC, Nu 1-A LLC, Nu 2-A LLC, Nu 3-A LLC, Nu United States LLC (formerly HelenOT, LLC, - effective on April 9th, 2026) -, Nu MX LLC, Nu North America, Inc, and Olivia AI Inc. |
For more details about our organization structure please refer to “Item 4. Information on the Company—A. History and Development of the Company,” “Exhibit 8.1 – List of Subsidiaries” to this annual report on form 20-F and Note 3—Basis of Consolidation” to our consolidated financial statements.
D. Property, Plants and Equipment
Intellectual Property
We rely on a combination of trademark, domain names and trade secret laws, as well as employee and third-party nondisclosure, confidentiality and other types of contractual arrangements to establish, maintain and enforce our intellectual property rights, including with respect to our proprietary rights related to our products and services. In addition, we license technology from third parties.
As of December 31, 2025, we did not own any Brazil-issued patents or registered copyrights. However, we filed a patent application on May 10, 2021 for the ultraviolet card feature before the United States Patent and Trademark Office (“USPTO”) and the Patent Cooperation Treaty system, which was granted by the USPTO on January 25, 2022. Moreover, on May 11, 2022, we filed a patent application for NuTap, a feature that allows the merchant to receive the payment from their phone instead of using a bank card machine, before the USPTO, which is still analyzing our request. Also, we own a number of trademarks in Brazil, Mexico, Colombia, United States and several other countries including Nu, NUBANK and its variations, and other valuable trademarks and logos covering various brands, products and services, including credit card, account, insurance and other services provided by Nu. In October 2024, Nubank received the “highly-renowned” brand status in Brazil from INPI, Brazil's local authority in Industrial Property. This means the brand NUBANK has a broader protection and exclusivity across all classes and market segments. This status is also recognized by the World Intellectual Property Organization (WIPO) which favors highly-renowned brands in intellectual property disputes and expansion. On May 14, 2024, the USPTO granted our registration for the trademark “Nu” in the United States. On March 23, 2021, the USPTO also granted our registration for the trademark “NUBANK” in class 36 (financial services), on February 13, 2024, also in classes 09 (Computer software applications enabling banking customers to access online banking systems) and 35 (Commercial information and advice for consumers; Billing services in the field of credit and financial services products), and on February 6, 2024, in class 42 (Providing online, non-downloadable computer software applications enabling banking customers to access online banking systems), all in the United States.
We also own a number of domain names registered in Brazil, including “nubank.com.br” and “nu.com.br”, and abroad in relevant jurisdictions such as Mexico, Colombia and United States, such as “nu.com", “nu.com.mx”, “nu.co” and “nu.com.co”.
Moreover, as of the date of this annual report, we own the “Datomic” software, which was developed internally by Nu North America. “Datomic” is a database management operating system for domain-specific transactional data, which was also developed using Java and Clojure programming languages, which are open-source. We use “Datomic” for various purposes that range from storing registration data to storing metadata. We also own the software for the “App Nubank” mobile application, which is used by our customers to access our services, and was developed internally by us.
Properties
Our main operational headquarters are located in the city of São Paulo, state of São Paulo, Brazil, which includes the majority of our product development, sales, marketing, and business operations. Our principal executive offices consist of approximately 111,912 square feet of space under a lease that expires in September 2030. We also have leased offices in several other locations, including in Mexico, Colombia, Uruguay and the United States, and believe our facilities are sufficient for our current needs. The table below sets forth additional information regarding our main offices in each country as of December 31, 2025:
Name of the Office | Location | Type | Ownership | Size (in sq. feet) |
| HQ1 | São Paulo, Brazil | Office | Leased | 111,912 |
| HQ2 | São Paulo, Brazil | Office | Leased | 58,364 |
| Spark,Vila Leopoldina | São Paulo, Brazil | Office | Leased | 99,868 |
| Mexico – SPEI 2 Coworking | Querétaro, Mexico | Office | Leased | 108 |
| Mexico - Work Polanco | CDMX, Mexico | Office | Leased | 95,917 |
| Spaces 80 Coworking | Bogota, Colombia | Office | Leased | 23,301 |
| Nu Palo Alto Coworking | Palo Alto, USA | Office | Leased | 917 |
| Nu North America | Durham, USA | Office | Leased | 4,650 |
| Nu Tecnología | Nu Uruguay Investments S.A. | Montevideu, UR | Office | Leased | 886 |
| Nu CHF Coworking | Zug, Switzerland | Office | Leased | 323 |
| Total | | | | 396,246 |
As of December 31, 2025, we had a services agreement with a data center service provider for the provision of data services to us from its data centers in all of the places where the Company and its subsidiaries operate. We assure that the service provided by these services agreements are suitable and adequate for our business as presently conducted; however, we periodically review our facilities requirements and the services provided by these services agreements and may acquire new space to meet the needs of our business or consolidate and dispose of facilities that are no longer required.
Item 4A. Unresolved staff comments
Not applicable.
Item 3. Key Information
| B. | | Capitalization and Indebtedness |
Not applicable.
| C. | | Reasons for the Offer and Use of Proceeds |
Not applicable.
Risk Factors Summary
Investing in our Class A ordinary shares involves risks. You should carefully consider the risks described below before making a decision to invest in our Class A ordinary shares. If any of these risks actually materialize, our business, financial condition or results of operations would likely be materially adversely affected. In such a case, the trading price of our Class A ordinary shares would likely decline, and you could lose all or part of your investment. The following is a summary of some of the principal risks we face:
Risks Relating to Our Business and Industry
| ● | Our business depends on a well-regarded and widely known brand, and any failure to maintain, protect and enhance our brand and image, including through effective marketing strategies, would harm our business, financial condition and results of operations. |
| ● | Failure to successfully implement and improve our risk management policies, procedures and methods, including our credit risk management system, would materially and adversely affect our business, results of operations and financial condition. |
| ● | Our international expansion efforts may not be successful, or may subject our business to increased risks. |
| ● | Our business is highly dependent on the proper functioning of information technology systems, particularly at scale. Any failure of these systems would disrupt our business and impair our ability to provide our services and products effectively to our customers. |
| ● | We depend on data centers operated by third parties and third-party service providers and cloud computing platforms, and any disruption in the operation of these facilities or platforms or access to the Internet would adversely affect our business. |
| ● | Our use and provision of solutions powered by artificial intelligence could lead to operational or reputational damage, competitive harm, legal and regulatory risk and additional costs.
|
Risks Relating to Regulatory Matters and Litigation
| ● | We are subject to extensive regulation and regulatory and governmental oversight as a digital financial services platform and as a payment institution. Non-Compliance with or violation of present or future regulations could be costly, expose us to substantial liability and force us to change our business practices, any of which could harm our business and results of operations. |
| ● | Certain ongoing legislative and regulatory initiatives under discussion by the Brazilian Congress, the Central Bank of Brazil, the Ministry of Finance, and the broader payments industry may result in changes to the regulatory framework of the Brazilian payments and financial industries and may have an adverse effect on us. |
| ● | We are subject to costs and risks associated with enhanced or changing laws and regulations affecting our business, including those relating to data privacy, security and protection. Developments in laws and regulations could harm our business, financial condition or results of operations. |
| ● | Changes in tax laws, incentives, benefits and regulations may adversely affect our financial condition and results of operations. |
Risks Relating to the Countries in Which We Operate
| ● | Exchange rate and interest rate instability may have a material adverse effect on the economies of the countries in which we operate and in the price of our Class A ordinary shares. |
| ● | Disruption or volatility in global financial and credit markets could adversely affect the financial and economic environment in the countries in which we operate, most notably Brazil, Colombia and Mexico, which could have a material adverse effect on us. |
| ● | Governments have exercised, and continue to exercise, significant influence over the Brazilian economy and the other economies in which we operate. This influence, as well as political and economic conditions in Brazil and the other countries in which we operate, could harm us and the price of our Class A ordinary shares. As Brazil approaches presidential elections scheduled for October 2026, uncertainty regarding the outcome of the elections and future economic and regulatory policies may further increase volatility in the market price of securities issued by Brazilian companies, including our securities, which may adversely affect our business. |
Risks Relating to Our Class A Ordinary Shares
| ● | An active trading market for our Class A ordinary shares may not be sustainable. If an active trading market is not maintained, you may not be able to sell your shares and you could lose a significant part of your investment. |
| ● | Our founding shareholder and CEO David Vélez owns 88.3% of our outstanding Class B ordinary shares, which represents approximately 74.4% of the voting power of our issued share capital. This concentration of ownership and voting power may limit your ability to influence corporate matters. |
| ● | We have granted the holders of our Class B ordinary shares preemptive rights to acquire shares that we may sell in the future, which may impair our ability to raise funds. |
Risks Relating to Intellectual Property, Privacy and Cybersecurity
| ● | Unauthorized disclosure of sensitive or confidential customer information or our failure or the perception by our customers that we failed to comply with privacy laws or properly address privacy concerns could harm our business and standing with our customers. |
| ● | Unauthorized disclosure of, improper access to, or destruction or modification of data through cybersecurity breaches, computer viruses or otherwise, or disruptions to our systems or services, could expose us to liability, protracted and costly litigation and damage our reputation. |
| ● | Claims by others that we infringe their proprietary technology or other rights could have a material and adverse effect on our business, financial condition and results of operations.
|
Risks Relating to Our Business and Industry
Our business depends on a well-regarded and widely known brand, and any failure to maintain, protect and enhance our brand and image, including through effective marketing strategies, would harm our business, financial condition and results of operations.
We believe our brand has contributed significantly to the historical success of our business. Maintaining, protecting and enhancing our brand is critical to expanding our customer base, our loan portfolio and our third-party partnerships, as well as increasing engagement with our products and services. Our success in this regard will depend largely on our ability to remain – or, in markets into which we expand, become – widely known, gain and maintain our customers’ trust, be a technology leader and provide reliable, high-quality and secure products and services that continue to meet the needs of our customers at competitive prices, as well as the effectiveness of our marketing efforts and our ability to differentiate our services and platform capabilities from competitors’ products and services.
We believe that maintaining and promoting our brand in a cost-effective manner is critical to achieving widespread acceptance of our products and services and to expand our customer base. Maintaining and promoting our brand will depend largely on our ability to continue to provide useful, reliable and innovative products and services, which we may not do successfully. Our brand promotion activities may not generate customer awareness or increase revenue, and even if they do, any increase in revenue may not offset the expenses we incur in promoting our brand. If we fail to successfully promote and maintain our brand including due to, but not limited to, changes in the current regulatory framework that may prevent it from being used as it is currently used by us (see “Item 4. Information on the Company—B. Business Overview—Regulatory Overview—Brazil—Naming Regulations for Authorized Institutions in Brazil.”) or if we incur excessive expenses in this effort, we would lose significant market share and our business would be materially and adversely affected. Further, our success in the introduction and promotion of new products and services, as well as the promotion of existing products and services, may be partly dependent on our visibility on third-party advertising platforms. Changes in the way these platforms operate or changes in their advertising prices or other terms could make the introduction and promotion of our products and services and our brand more expensive or more difficult. If we are unable to market and promote our brand on third-party platforms effectively, our ability to acquire new customers would be materially harmed, which would adversely affect our business, financial condition and results of operations.
Failure to successfully implement and improve our risk management policies, procedures and methods, including our credit risk management system, would materially and adversely affect our business, results of operations and financial condition.
The management of risk is an integral part of our activities. We seek to monitor and manage our risk exposure through a variety of separate but complementary financial, credit, market, operational, compliance and legal policies, procedures and reporting systems, among others. We employ a broad and diversified set of risk monitoring and risk mitigation techniques, which may not be fully effective in mitigating our risk exposure in all economic market environments or against all types of risk, including risks that we may fail to identify or anticipate.
We primarily use arbitrage based pricing models and extreme value methodologies to measure risk. Our risk measurement approach relies on historical data as well as market implied inputs, such as the implied volatilities and the implied interest rate term structure, depending on the nature of the risk being assessed. Although these methodologies are market standard for managing market risks, some may fail due to lack of liquidity of some assets or the behavior of risks inherent to some positions, which are particularly challenging to predict.
Because certain of our operating subsidiaries are financial or payments institutions, our business is also subject to inherent credit risk. An important feature of our credit risk management system is a range of credit score models that assess the particular risk profile of a customer for different credit facilities. As this process involves detailed analysis of a customer that takes into account both quantitative and qualitative factors, it is subject to error, and our internal risk models may not always be able to accurately predict the future credit risk of our customers or assign an accurate credit score, which may result in more exposure to higher credit risks than indicated by our risk management system. We also rely on certain publicly available customer credit information, information relating to credit agreements and other public sources to assess a customer’s creditworthiness. Due to limitations in the availability of information and the underdeveloped information infrastructure in the markets in which we operate, our assessment of credit risk associated with a particular customer may not be based on complete, accurate or reliable information. In addition, we cannot ensure that our credit scoring systems collect complete or accurate information reflecting the actual behavior of customers or that their credit risk can be assessed correctly. Without complete, accurate and reliable information, we have to rely on other publicly available resources and our internal resources, which may not be effective. As a result, our ability to effectively manage our credit risk and subsequently determine our credit loss allowances may be materially adversely affected.
Relatedly, we are exposed to counterparty risk, which may arise from, for example, investing in securities of third parties, entering into derivative contracts under which counterparties have obligations to make payments to us or executing securities, futures or currency trades from proprietary trading activities that fail to settle at the required time due to non-delivery by the counterparty or systems failure by clearing agents, clearing houses or other financial intermediaries. Many of the routine transactions we enter into expose us to significant risk in the event of default by one of our significant counterparties, although we do not currently face specific counterparty risk from concentration within our loan portfolio. If these risks give rise to losses, this could materially and adversely affect us. Separately, because we routinely transact with counterparties in the financial services industry, including brokers-dealers, commercial banks, investment banks and other institutional customers, defaults by, and even rumors or questions about the solvency of, certain financial institutions and the financial services industry could lead to market-wide liquidity problems that could lead to substantial losses for our business.
We also face operational and foreign exchange risk. Although we have adopted policies and procedures to identify, monitor and manage our operational risk, these policies and procedures may not be fully effective. For a discussion of the risks we face with respect to foreign exchange rates, see “—Risks Relating to the Countries in Which We Operate—Exchange rate and interest rate instability may have a material adverse effect on the economies of the countries in which we operate and the price of our Class A ordinary shares.”
If our policies and procedures are not fully effective or we are not successful in capturing all risks to which we are or may be exposed, we may suffer harm to our reputation or be subject to litigation or regulatory actions that could have a material adverse effect on our business, results of operations or financial condition. Further, if management were to rely on risk models – whether with respect to market, credit or operational risks – that were flawed or poorly developed, implemented or used, or if management were to misunderstand or use such information for purposes for which it was not designed, we may fail to adequately manage our risk. In addition, if existing or potential customers or counterparties believe our risk management is inadequate, they could take their business elsewhere or seek to limit their transactions with us. Further, certain of the models and other analytical and judgment-based estimations we use in managing risk are subject to review by, and require the approval of, our regulators. If our models do not comply with their expectations, our regulators may require us to make changes to such models, may approve them with additional capital requirements or we may be precluded from using them, any of which could limit our ability to operate our businesses.
Failure to effectively implement, consistently monitor or continuously refine our risk management systems may result in a material adverse effect on our reputation, operating results and financial condition.
Our international expansion efforts may not be successful, or may subject our business to increased risks.
We currently operate in Brazil, Mexico and Colombia, and we have information technology and support operations in the United States and Uruguay. As part of our growth strategy, we may expand our operations by offering our products and services in additional regions, as well as additional countries in Latin America, where we have little or no experience, and by expanding our business in the jurisdictions in which we currently operate. We may not be successful in expanding our operations into these or other markets in a cost-effective or timely manner, if at all, and our products and services may not experience the same market adoption in such international jurisdictions as we have enjoyed in Brazil. In particular, the expansion of our business into new geographies (or the further expansion in geographies in which we currently operate) may depend on the local regulatory environment or require a close commercial relationship with one or more local banks or other intermediaries, which could prevent, delay or limit the introductions of our products and services in such countries. Local regulatory environments may vary widely in terms of scope and sophistication.
In October 2023, we applied for a banking license in Mexico, and in April 2025 we received regulatory approval to begin the conversion process into a multiple bank under the corporate name Nubank, S.A., Institución de Banca Múltiple, with the remaining steps being the testing of Nu Mexico’s systems and processes and, subsequently, the issuance of the Operation Authorization. The completion of the conversion process remains subject to the receipt of the required Operation Authorization, which we expect to occur in the following months.
Nu México Financiera, S.A. de C.V., S.F.P. will change its name to Nubank, S.A., Institución de Banca Múltiple, but will continue to operate as a financial institution (subject to the Popular Savings and Credit Law), until the Operation Authorization has been obtained.
Despite our best efforts to obtain such license, the delay or even the failure to obtain it may significantly impact our expansion plans and may require us to reassess our strategies in Mexico. For further information on such license, see “Item 4. Information on the Company—B. Business Overview—Mexico."
On September 30, 2025, we filed an application to the Office of the Comptroller of the Currency (“OCC") to establish and operate a de novo national bank and, on January 29, 2026, we received preliminary conditional approval from the OCC. Final OCC approval is subject to a number of preopening requirements. In addition, we filed an application to the Federal Deposit Insurance Corporation (“FDIC") to obtain deposit insurance for Nubank, N.A. (In Organization) and plan to file related applications with the Federal Reserve. If all required regulatory approvals are received, Nubank, N.A. (In Organization) will be subject to the supervision, regulation and examination by the OCC, and we, as the parent company of Nubank, N.A. (In Organization), will be subject to the supervision, regulation and examination by the Federal Reserve. As a result, we would be subject to new and heightened examination and reporting requirements that may increase our costs of operations and compliance. See also “—If all regulatory approvals are received to establish and operate a national bank in the United States, we will become subject to additional supervision, regulation and compliance obligations in the United States, which may increase our costs and operational complexity and could adversely affect our business, financial condition and results of operations.” For further information on such license, see “Item 4. Information on the Company—B. Business Overview—Recent Developments.”
Further, our international expansion efforts have and will continue to place a significant strain on our personnel (including management), technical, operational and financial resources, and our current resources may not be adequate to support our planned geographical expansion. We also may not be able to recoup our investments in new geographies in a timely manner, if at all. If our expansion efforts are unsuccessful, including because potential customers in a given jurisdiction fail to adopt our products and services, our reputation and brand may be harmed, and our ability to grow our business and revenue may be adversely affected.
Even if our international expansion efforts are successful, international operations will subject our business to increased risks, including:
| ● | increased licensing, regulatory and supervision requirements; |
| ● | competition from service providers or other entrenched market participants that have greater experience in the local markets than we do; |
| ● | increased costs associated with and difficulty in obtaining, maintaining, processing, transmitting, storing, handling and protecting intellectual property, proprietary rights and sensitive data; |
| ● | changes to the way we do business as compared with our current operations; |
| ● | a lack of acceptance of our products and services; |
| ● | the ability to support and integrate with local third-party service providers; |
| ● | difficulties in staffing and managing foreign operations in an environment of diverse culture, language, laws and customs; |
| ● | difficulties in recruiting and retaining qualified employees and maintaining our company culture; |
| ● | increased travel, infrastructure and legal and compliance costs; |
| ● | compliance obligations under multiple, potentially conflicting and changing, legal and regulatory regimes, including those governing financial institutions, payments, data privacy, data protection, information security, anti-corruption, anti-bribery and anti-money laundering; |
| ● | compliance with complex and potentially conflicting and changing tax regimes; |
| ● | potential tariffs, sanctions, fines or other trade restrictions; |
| ● | increased exposure to public health issues such as pandemics, and related industry and governmental actions to address these issues; and |
| ● | regional economic and political instability, such as the ongoing war between Russia and the Ukraine, the uncertainty following the ceasefire agreement in the Gaza Strip, the recent U.S. and Israel airstrikes in Iran, increasing tensions among Middle Eastern countries, and the current instability in Venezuela. |
As a result of these risks, our international expansion efforts may not be successful or may be hampered, which would limit our ability to grow our business.
Our business is highly dependent on the proper functioning of information technology systems, particularly at scale. Any failure of these systems would disrupt our business and impair our ability to provide our services and products effectively to our customers.
Our continued growth depends in part on the ability of our existing and potential customers to access our products and platform capabilities at any time and within an acceptable amount of time. Continued access to our products and platform capabilities depends on the efficient and uninterrupted operation of numerous systems, including our computer systems, software, data centers and telecommunications networks, as well as the systems of third parties, such as credit and prepaid card transaction authorization providers, national financial system network infrastructure providers, back office and business process support, information technology production and support, Internet and telephone connections, network access, data center infrastructure services and cloud storage and computing. However, these systems and technologies are vulnerable to disruptions, failures or slowdowns. We have experienced, and may in the future experience, disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, introductions of new functionality, human or software errors, capacity constraints due to an overwhelming number of customers accessing our products and platform capabilities simultaneously, denial of service attacks or other security-related incidents, natural disasters, power outages, terrorist attacks, hostilities, and other events beyond our control.
As our business grows, it may become increasingly difficult to maintain and improve the performance of our information technology systems, especially during peak usage times and as our products and platform capabilities become more complex and our customer traffic increases. To the extent that we do not effectively address capacity constraints, upgrade our systems as needed and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business, financial condition and results of operations may be adversely affected. Specifically, if our products and platform capabilities are unavailable or if our customers are unable to access our products and platform capabilities within a reasonable amount of time, we may experience a loss of customers, lost or delayed market acceptance of our platform and products, delays in payment to us by customers, injury to our reputation and brand, the diversion of our resources, additional operating and development costs, loss of revenue, legal claims against us, the loss of licenses, loss of regulators' authorizations or fines or other penalties imposed by regulators (including intervention, temporary special management systems, the imposition of insolvency proceedings or the out-of-court liquidation of our operating subsidiaries), or data protection authorities (such as Autoridade Nacional de Proteção de Dados, or the “ANPD”). In addition, we do not maintain insurance policies specifically for property and business interruptions, meaning we would directly and without setoff incur any losses we suffer as a result of the aforementioned occurrences. For further information, see “—Our insurance policies may not be sufficient to cover all claims.”
Our business is highly dependent on the ability of our information technology systems to accurately process a large number of highly complex transactions across numerous and diverse markets and products in a timely manner and at high processing speeds, and on our ability to rely on our digital technologies, computer services, software and networks, as well as on the secure processing, storage and transmission of confidential data and other information on our computer systems and networks. Specifically, the proper functioning of our financial control, risk management, accounting, customer service and other data processing systems is critical to our business and our ability to compete effectively. Any failure to deliver an effective and secure service, or any performance issue that arises with a service, could result in significant processing or reporting errors or other losses. See “—We depend on data centers operated by third parties and third-party internet service providers and cloud computing platforms, and any disruption in the operation of these facilities or platforms or access to the Internet would adversely affect our business.”
We do not operate all of our systems on a real-time basis and cannot assure that our business activities would not be materially disrupted if there were a partial or complete failure of any of these primary information technology systems or communication networks. In particular, because all customer transactions on Nu’s Platforms occur on our mobile application, any failure of our mobile application would cause our platform and services to be unavailable to our customers. Such failures could be caused by, among other things, major natural catastrophes, software bugs, computer virus attacks, conversion errors due to system upgrading, security breaches caused by unauthorized access to information or systems or malfunctions, loss or corruption of data, software, hardware or other computer equipment. Any such failures would disrupt our business and impair our ability to provide our services and products effectively to our customers, which could adversely affect our reputation as well as our business, results of operations and financial condition.
Our ability to remain competitive and achieve further growth will depend in part on our ability to upgrade our information technology systems and increase our capacity on a timely and cost-effective basis. We must continually make significant investments and improvements in our information technology infrastructure in order to remain competitive. We cannot guarantee that in the future we will be able to maintain the level of capital expenditures necessary to support the improvement or upgrading of our information technology systems. Any substantial failure to improve or upgrade our information technology systems effectively or on a timely basis would materially and adversely affect our business, financial condition or results of operations.
We depend on data centers operated by third parties and internet service providers and cloud computing platforms, and any disruption in the operation of these facilities or platforms or access to the Internet would adversely affect our business.
Our business requires the ongoing availability and uninterrupted operation of internal and external transaction processing systems and services. We primarily serve our customers from third-party data center hosting facilities, which we rely on to operate certain aspects of our products and services, and we depend on third-party Internet service providers for continuous and uninterrupted access to the Internet to operate our business. Any disruption of or interference with our use of such services would impair our ability to deliver our products and services to our customers, resulting in customer dissatisfaction, damage to our reputation, loss of customers and harm to our business. Further, we have designed our products, services, and computer systems to rely on data processing, storage, and other services. As such, we cannot easily switch our operations to another on similar terms cloud provider, so any disruption of or interference with our use of such providers’ services would increase our operating costs and could materially and adversely affect our business, financial condition and results of operations.
While we maintain oversight of our third-party data center hosting facilities and Internet service providers, such third parties are ultimately responsible for maintaining their own network security, disaster recovery and system management procedures, and such third-parties do not guarantee that our customers’ access to our solutions will be uninterrupted, error-free or secure. These third-party providers may experience website disruptions, outages and other performance problems, which may be caused by a variety of factors, including infrastructure changes, human or software errors, computer viruses, security attacks, fraud, spikes in customer usage and denial of service issues. In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. In particular, we do not control the operation of the third-party data center hosting facilities, and such facilities are vulnerable to damage or interruption from human error, intentional bad acts, power loss, hardware failures, telecommunications failures, improper operation, unauthorized entry, data loss, power loss, cyberattacks, fires, wars, terrorist attacks, floods, earthquakes, hurricanes, tornadoes, natural disasters or similar catastrophic events. They also could be subject to break-ins, computer viruses, sabotage, intentional acts of vandalism and other misconduct. The occurrence of a natural disaster or an act of terrorism, a decision to close the facilities without adequate notice or terminate our hosting arrangement or other unanticipated problems could result in lengthy interruptions in the delivery of our solutions, cause system interruptions, prevent our customers from accessing their accounts online, reputational harm and loss of critical data, prevent us from supporting our solutions or cause us to incur additional expense in arranging for new facilities and support.
If we lose the services of one or more of our Internet service providers for any reason or if their services are disrupted, for example due to computer viruses or denial of service or other attacks on their systems, or due to human error, intentional bad acts, power loss, hardware failures, telecommunications failures, fires, wars, terrorist attacks, floods, earthquakes, hurricanes, tornadoes or similar catastrophic events, we could experience disruption in our ability to offer our solutions and adverse perception of our solutions’ reliability, or we could be required to retain the services of replacement providers, which could increase our operating costs and materially and adversely affect our business, financial condition and results of operations.
Furthermore, prolonged interruption in the availability, or reduction in the speed or other functionality, of our products or services could materially harm our reputation and business. Frequent or persistent interruptions in our products and services could cause customers to believe that our products and services are unreliable, leading them to switch to our competitors or to avoid our products and services, and would likely permanently harm our reputation and business.
Any of the foregoing, in addition to any of the factors described in “—We are dependent on third-party service providers in our operations, any failure of a third-party service provider could disrupt our operations,” could have a material adverse effect on our business, financial condition and results of operations.
Negative publicity about us (including our directors, officers or employees) or our industry could adversely affect our business, financial condition, results of operations and future prospects.
Negative publicity about us (including our directors, officers or employees) or our industry, including the transparency, fairness, customer experience, quality and reliability of our products or services, effectiveness of our risk model, our ability to effectively manage and resolve complaints, our privacy and security practices, litigation, regulatory activity, misconduct by or statements made by our directors, officers or employees, funding sources, capital and liquidity positions, service providers or others in our industry, could adversely affect our reputation and the confidence in, and the use of, our products and services. This and any future negative publicity could harm our reputation and cause disruptions to business. Any such reputational harm could further affect the behavior of customers and, as a result, materially and adversely affect our business, results of operations, financial condition and future prospects.
The credit quality of our loan portfolio may deteriorate beyond expectations and our ECL allowance could be insufficient to cover our losses, which would have a material adverse effect on our business, financial condition and results of operations.
Risks arising from changes in credit quality and the recoverability of amounts due from counterparties are inherent in our businesses, in particular our customer credit card, lending and SME businesses. We expect the amount of reported non-performing loans to increase in the future on an absolute basis as a result of the expected growth in our total loan portfolio, the credit quality of which may turn out to be worse than anticipated. The amount of reported non-performing loans may also increase due to factors beyond our control, such as adverse changes in the credit quality of our borrowers and counterparties due to a general deterioration in economic conditions in the markets in which we operate.
Our provisions for credit losses are based on the current assessments and expectations concerning factors affecting the quality of our portfolios. These factors include, among other things, our borrowers’ financial condition, macroeconomic expectations, government macroeconomic policies, interest rates and the legal and regulatory environment. Although we have several controls in place to monitor provisions adequacy, part of these factors are beyond our control and there is no infallible method for predicting credit losses, we cannot guarantee that our current or future reserves for credit losses will be sufficient to cover actual losses. If our expectations concerning these factors differ from actual developments, if the quality of our total loan portfolio deteriorates beyond expectations, or if the future actual losses exceed our estimates of expected losses, we may be required to increase our provisions for credit losses, which may adversely affect our financial condition.
We depend on key management, as well as our experienced and capable employees, and failure to attract, motivate and retain our employees could harm our ability to maintain and grow our business.
Our business functions at the intersection of rapidly changing technological, social, economic and regulatory developments that require a wide-ranging set of expertise and intellectual capital. Our future success is dependent upon the continued service of our executives and other key employees, and in particular our founding shareholder, chairman and chief executive officer David Vélez. If we lose the services of a member of management or a key employee, we may not be able to promptly locate a suitable or qualified replacement, and we may incur additional expenses to recruit and train a replacement, which could disrupt our business and growth.
To maintain and grow our business, we will need to identify, attract, hire, develop, motivate and retain highly skilled employees, which requires significant time, expense and effort. Competition for highly skilled personnel is intense, particularly in our industry, and many of our competitors and other technology companies continue to offer fully remote or more flexible hybrid arrangements. Employees and prospective hires who prefer greater flexibility may choose to work for competitors or other companies that offer more accommodating work arrangements, which could increase our voluntary attrition rates and make recruitment more difficult and costly. We may need to invest significant amounts of cash and equity to attract and retain new employees, and we may not realize returns on these investments. In addition, from time to time, there may be changes in our management team that may be disruptive to our business. If our management team, including any new hires, fail to work together effectively and to execute our plans and strategies on a timely basis, our business could be harmed.
Furthermore, our international expansion and our business in general may be affected if legislative or administrative changes to immigration or visa laws and regulations impair our hiring process or projects involving personnel who are not citizens of the country where their work is to be performed. If we are not able to add and retain employees effectively, our ability to achieve our strategic objectives could be adversely affected, and our business and growth prospects could be harmed.
If we fail to manage our growth effectively, our business would be harmed.
We have experienced and expect in the near term to continue to experience rapid growth. For instance, our total revenue increased by 37%, reaching US$15,774.7 million in 2025 from US$11,517.1 million in 2024. The number of our full-time employees increased by 15%, reaching 10,027 on December 31, 2025, compared to 8,716 on December 31, 2024. Nevertheless, our growth has placed and will continue to place significant demands on our administrative, operational and financial resources. Our ability to effectively manage our growth will depend on a number of factors, including our ability to:
| ● | expand our sales and marketing, technology, finance and administration teams; |
| ● | grow our facilities and infrastructure; |
| ● | adapt and scale our information technology systems; |
| ● | refine our operational, financial and risk management controls and reporting systems and procedures; |
| ● | recruit, integrate, train and retain a growing employee base and maintain our corporate culture; |
| ● | maintain and grow our customer base and provide quality customer service; and |
| ● | obtain, maintain, protect and develop our strategic assets, including our intellectual property and other proprietary rights. |
Executing on these factors will require significant capital expenditures and the allocation of valuable management and employee resources. We may be unable to effectively manage any future growth in an efficient, cost-effective or timely manner, or at all. Any failure to successfully implement systems enhancements and improvements will likely negatively impact our ability to manage our expected growth, ensure uninterrupted operation of key business systems and comply with the rules and regulations that are applicable to public reporting companies. Moreover, if we do not effectively manage the growth of our business and operations, the quality of our platform would suffer, which would negatively affect our reputation, results of operations and overall business. Furthermore, we encourage employees to quickly develop and launch new features for our products and services; as we grow, we may not be able to execute as quickly as smaller, more efficient organizations.
A decline in the use of credit or prepaid cards as a payment mechanism for consumers or adverse developments with respect to the payment processing industry in general would have a materially adverse effect on our business, financial condition and results of operations.
If consumers do not continue to use credit or prepaid cards as a payment mechanism for their transactions or if there is a change in the mix of payments between cash, credit, and prepaid cards and other means of payment, including real-time payments, that is adverse to us, it would have a material adverse effect on our business, financial condition and results of operations. We believe future growth in the use of credit, prepaid cards and other means of payment will be driven by the cost, ease-of-use and quality of services offered to consumers and businesses. In order to consistently increase and maintain our profitability, consumers and businesses must continue to use electronic payment methods including credit and prepaid cards and real-time payment methods, such as Pix. Moreover, if there is an adverse development in the payments industry or Brazilian market in general, such as new legislation or regulation that makes it more difficult for our customers to do business or utilize such payment mechanisms, our business, financial condition and results of operations may be adversely affected.
We have historically derived a substantial portion of our revenue from our credit card business, and losses or a significant reduction in our credit card business, or our failure to successfully expand and diversify our revenue sources beyond our credit card business, would adversely affect our business, financial condition and results of operations.
The commercial success of our consumer technology platform has depended and may continue to depend in part on the success of our credit card business. We have historically derived a significant portion of our revenue from (i) the credit and prepaid cards fees we collect when a customer uses a Nu credit or prepaid card to make a purchase and (ii) the interest rates we receive from the financing or revolving of Nu credit card balance by our customers. In the year ended December 31, 2025, our income from credit and prepaid cards fees and from interest related to credit card accounted for 10.9% and 29.1% of our revenue, respectively (12.0% and 33.0% in the year ended December 31, 2024). While we expect our revenue concentration to decline in the future as we expand our suite of products and services, our efforts to diversify our revenue sources, such as new products and regional diversification, may not be successful and our reliance on credit card-related revenue may increase. Further, our revenue would be significantly harmed if we were to lose all or a substantial portion of our credit card business, whether due to loss of customers, regulatory or legislative developments or otherwise. In particular, our revenue would be harmed if the credit and prepaid card fees that we collect or the interest rates that we charge become capped by regulators (or, in markets in which regulatory caps already exist, if such caps were reduced). Please see “—Risks Relating to Regulatory Matters and Litigation—Certain ongoing legislative and regulatory initiatives under discussion by the Brazilian Congress, the Central Bank of Brazil, the Ministry of Finance and the broader payments industry may result in changes to the regulatory framework of the Brazilian payments and financial industries, which may have an adverse effect on our business and cause us to incur increased compliance costs.”
Further, on July 2, 2021, Brazilian Law No. 14,181, or the “Over Indebtedness Law,” created a chapter in the Brazilian Consumer Protection Code dedicated to responsible credit and financial education, with new provisions that require specific information to be provided to the consumer when granting credit or in installment sales, such as the effective monthly interest rate, interest on arrears and late payment charges. Moreover, Decree No. 11,567, which amended Decree No. 11,150 and was published and valid from June 20, 2023, established a “base minimum” (“mínimo existencial”) of R$ 600.0 for the prevention, treatment and conciliation of situations of over-indebtedness in consumer debt. According to the decree, this rate corresponds to the salary value that must be preserved when indebted people negotiate payment of these debts with financial institutions.
This regulatory framework and the review of the “existential minimum” value may contribute to driving customers and potential customers away from our credit portfolio, which could adversely impact our business, financial condition and results of operations. For more information, see “—A decline in the use of credit or prepaid cards as a payment mechanism for consumers or adverse developments with respect to the payment processing industry in general would have a materially adverse effect on our business, financial condition and results of operations.”
If we are unable to attract new and retain existing customers, our business, financial condition and results of operations will be adversely affected.
We believe that our customer base is the cornerstone of our business. The growth of our business depends on existing customers expanding their use of our products and services and on our ability to attract new customers, including customers who may be reluctant to seek alternatives to incumbent financial institutions, by offering new products and services. If we are unable to attract new customers to our platform or encourage customers to broaden their use of our products and services, our growth may slow or stop, and our business may be materially and adversely affected.
Our ability to maintain and expand our customer base depends on a number of factors, including our ability to provide relevant and timely products and services to meet their changing needs at a reasonable cost. We have invested and will continue to invest in improving our platform and our suite of products and services. However, if new or improved features, products and services fail to meet shifting customer demands and fail to attract new customers or encourage existing customers to expand their engagement with our products and services, our growth may slow or decline. Further, these and other new products and services must achieve high levels of market acceptance before we are able to recoup our up-front investment costs, which may never occur if such products and services fail to attract new and retain existing customers.
Our existing and new products and services, including our payments, investments, insurance and credit solutions, could fail to attract new and retain existing customers for many reasons, including:
| ● | we may fail to predict market demand accurately and provide products and services that meet this demand in a timely fashion; |
| ● | customers may not like, find useful or agree with any changes we make to our products or services; |
| ● | the reliability, performance or functionality of our products and services could be compromised or the quality of our products and services could decline; |
| ● | we may fail to provide sufficient customer support; |
| ● | customers may dislike our pricing, in particular in comparison to the pricing of competing products and services; |
| ● | competing products and services may be introduced or anticipated to be introduced by our competitors; and |
| ● | there may be negative publicity about our products and services or our platform’s performance or effectiveness, including negative publicity on social media platforms. |
Further, our customers have no obligation to continue to use our products and services, and we can make no assurances that our customers will continue to do so. We generally do not have long-term contracts with our customers; customer deposits and investments may be withdrawn without notice, and the consumer credit solutions we offer may be prepaid and canceled at any time. Further, recent changes in regulations have increasingly enabled customers to switch to our competitors more easily.
Any one or a combination of these factors could lead to customer attrition, and in particular at rates that are higher than we expect, which would adversely affect our business, financial condition and results of operations.
If we cannot keep pace with rapid technological developments to provide new and innovative products and services, the use of our products and services and, consequently, our revenue could decline or our revenue growth rate could slow.
Rapid, significant and disruptive technological changes have impacted or may in the future impact the industries in which we operate, including changes in:
| ● | artificial intelligence and machine learning (e.g., in relation to fraud and risk assessment); |
| ● | payment technologies (e.g., real-time payments, payment card tokenization, virtual and crypto currencies, including distributed ledger and blockchain technologies, and proximity payment technology, such as near-field communication and other contactless payments); |
| ● | mobile and internet technologies (e.g., mobile phone app technology); |
| ● | commerce technologies, including for use in-store, online and via mobile, virtual, augmented or social-media channels; and |
| ● | digital banking features (e.g., balance and fraud monitoring and notifications). |
In order to remain competitive and maintain and enhance customer experience and the quality of our products and services, we must continuously invest in the development of new products and features to keep pace with technological developments. We currently rely, and expect to continue to rely, in part, on certain third parties for the development of, and access to, new technologies. However, there can be no assurance that our development efforts, including through such third-party providers, will be successful, as we or such third parties may experience cost overruns, delays in delivery, performance failure or lack of customer adoption, among other potential issues. Further, there can be no assurance that our financial resources will be sufficient to maintain the levels of investment required to support such development efforts, which may require substantial capital commitment. Any failure in our development efforts, including any failure to adopt emerging technologies or to accurately predict and address market demand, and any delay in delivery of new products or services integrating emerging technologies, could render our services less desirable, or even obsolete, to our customers. Furthermore, our competitors may have the ability to devote more financial and operational resources than we can to the development of new technologies and services and, if successful, their development efforts could render our services less desirable to customers, resulting in the loss of customers or a reduction in the fees we can generate. If our development efforts prove unsuccessful, or if we are unable to develop, adapt to or access technological changes on a timely and cost-effective basis, our business, financial condition and results of operations could be materially adversely affected.
Our use and provision of solutions powered by artificial intelligence could lead to operational or reputational damage, competitive harm, legal and regulatory risk and additional costs.
We incorporate artificial intelligence (AI) into numerous aspects of our business, such as enhancing our customer service, credit analysis, and data analytics. Additionally, we apply established machine learning techniques in areas like fraud detection, anti-money laundering, sanctions screening, product personalization, and marketing. While AI holds great promise, it also presents evolving risks, challenges and uncertainties. There is no guarantee that the use of AI will consistently improve our network or help make our operations more effective, efficient, or profitable. The AI models we use might not always be correctly designed or implemented and could rely on data that is biased, incomplete, or otherwise suboptimal. Our AI technologies could face issues due to unforeseen defects, technical challenges, data breaches, cybersecurity threats, or performance-related concerns. Consequently, our use of AI might unintentionally hinder our efficiency or produce outcomes that misalign with our business goals or values or do not comply with our policies or procedures, potentially affecting our brand and reputation or negatively impacting the performance of our business. There is also a risk of facing liabilities due to non-compliance with laws or contractual obligations.
In addition, the final text of the AI Bill was approved by the Brazilian Senate in 2024 by means of the Bill of Law No. 2,338/23, which seeks to establish general national standards for the development, implementation, and responsible use of AI systems in Brazil. This bill, which is currently under discussion in the Brazilian House of Representatives and, if approved, will be submitted for presidential approval or veto, would seek to introduce potential compliance requirements, liability standards, or usage restrictions that could directly affect our operations. If approved by the Brazilian House of Representatives and thereafter enacted into law, Bill of Law No. 2,338/23 may impose additional compliance burdens, establish liability frameworks, or mandate specific transparency and accountability measures for our use of AI systems.
Additionally, if any of our employees, contractors, vendors, or service providers input our confidential information while using any third-party AI technology related to our business, it might unintentionally expose this sensitive information. This could impact our ability to adequately protect our intellectual property rights or harm our competitive position and reputation.
We have utilized and may continue to explore generative AI, a novel technology still in its early commercial stages, in specific business areas like customer service and code analysis. While promising, generative AI poses additional risks and may produce outputs that are inaccurate, incomplete, or biased and which may not be easily detectable. Our established processes and controls, which include human oversight in AI training and monitoring of generative AI tools, aim to mitigate these risks. However, any deficiencies or perceived flaws in AI-generated content could negatively impact our reputation and business, potentially leading to additional costs, including in the form of damages or fines.
The use of AI by us and others, in some instances, may lead to data breaches and cybersecurity incidents impacting users' personal information. Such occurrences could damage our reputation and expose us to legal or regulatory risks, especially concerning intellectual property, privacy, and other rights.
For further information on risks related to our use of artificial intelligence, see also “—As the regulatory framework for artificial intelligence and machine learning technology evolves, our business, financial condition and results of operations may be adversely affected.”
We are dependent on third-party service providers in our operations, any failure of a third-party service provider could disrupt our operations.
We utilize numerous third-party service providers in our operations, including payments, credit and prepaid cards transaction processing, back office and business process support, information technology production and support, Internet connections, network access and cloud computing. For example, our credit and prepaid cards transaction authorization is provided by Mastercard, our infrastructure services and connection to the National Brazilian Financial System Network, or “RSFN,” depends on the infrastructure of Market Telecommunications Network (Rede de Telecomunicações para o Mercado Ltda.), or “RTM,” a datacenter and link provider, our cloud data processing and storage services and, separately, our datacenter infrastructure services are both provided by third-party service providers, among other third-party service providers on which we rely for the continuity of our business. A failure by a third-party service provider could expose us to an inability to provide contractual services to our customers in a timely manner. Additionally, if a third-party service provider is unable to provide these services, we may incur significant costs to either internalize some of these services or find a suitable alternative. Significantly, certain third-party service providers, including Mastercard, are the sole source or one of a limited number of sources of the services they provide for us. It would be difficult and disruptive for us to replace some of our third-party vendors in a timely manner if they were unwilling or unable to provide us with these services in the future (as a result of their financial or business conditions or otherwise), and our business and operations likely would be materially adversely affected. Further, any failure in the performance of our due diligence processes and controls related to the supervision and oversight of these third parties in detecting and addressing conflicts of interest, fraudulent activity, data breaches and cyber-attacks, noncompliance with relevant securities and other laws could cause us to suffer financial loss, regulatory sanctions or damage to our reputation.
Inadequacy or disruption of our disaster recovery plans and procedures in the event of a catastrophe would adversely affect our operations.
We have made a significant investment in our infrastructure, and our operations are dependent on our ability to protect the continuity of our infrastructure against damage from catastrophe or natural disaster, breach of security, cyber-attack, loss of power, telecommunications failure or other natural or man-made events. A catastrophic event could have a direct negative impact on us by adversely affecting our customers, partners, third-party service providers, employees or facilities, or an indirect impact on us by adversely affecting the financial markets or the overall economy. If our business continuity and disaster recovery plans and procedures were disrupted, inadequate or unsuccessful in the event of a catastrophe, we could experience a material adverse interruption of our operations.
We serve our customers using third-party data centers and cloud services. While we have electronic access to the infrastructure and components of our platform that are hosted by third parties, we do not control the operation of these facilities. Consequently, we may be subject to service disruptions as well as failures to provide adequate support for reasons that are outside of our direct control. These data centers and cloud services are vulnerable to damage or interruption from a variety of sources, including earthquakes, floods, fires, power loss, system failures, cyber-attacks, physical or electronic break-ins, human error or interference (including by employees, former employees or contractors), and other catastrophic events. Our data centers may also be subject to local administrative actions, changes to legal or permitting requirements and litigation to stop, limit or delay operations. Despite precautions taken at these facilities, such as disaster recovery and business continuity arrangements, the occurrence of a natural disaster or an act of terrorism, a decision to close the facilities without adequate notice or other unanticipated problems at these facilities could result in interruptions or delays in our services, impede our ability to scale our operations or have other adverse impacts upon our business. See “—We depend on data centers operated by third parties and third-party service providers and cloud computing platforms, and any disruption in the operation of these facilities or platforms or access to the Internet would adversely affect our business.”
Our disclosure controls and procedures over financial reporting may not prevent or detect all errors or acts of fraud.
Disclosure controls and procedures, including internal controls over financial reporting, are designed to provide reasonable assurance that information required to be disclosed by us in reports filed or submitted under the U.S. Securities Exchange Act of 1934, as amended, or the “Exchange Act,” is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
These disclosure controls and procedures have inherent limitations, which include the possibility that judgments in decision-making can be faulty and result in errors or mistakes. Additionally, controls can be circumvented by any unauthorized override of the controls. Consequently, our business is exposed to risk from potential noncompliance with policies, employee misconduct, negligence and fraud, which could result in regulatory sanctions, civil claims and serious reputational or financial harm. In particular, it is not always possible to deter employee misconduct, and the precautions we take to prevent and detect this activity may not always be effective. Accordingly, because of the inherent limitations in the control system, misstatements due to error or fraud may occur and not be detected.
We could fail to maintain effective internal controls over financial reporting, and thus be unable to accurately report our results of operations, meet our reporting obligations and/or prevent fraud.
Our internal controls are designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements. As of year-end, management concluded that our internal control over financial reporting was effective in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”). However, due to inherent limitations in any system of internal control over financial reporting, we cannot assure that significant deficiencies or material weaknesses will not be identified in the future. In addition, as accounting standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with SOX. For further information see “Item 15. Controls and Procedures—D. Changes in Internal Control Over Financial Reporting.”
If we fail to maintain an effective internal control environment, we could suffer material misstatements in our financial statements, fail to meet our reporting obligations or fail to prevent fraud.Such events would likely undermine investor confidence in our reported financial information, harm our access to capital markets, negatively impact our results of operations, and lead to a decline in the trading price of our Class A common shares.Ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from NYSE, regulatory investigations and civil or criminal sanctions.
We are subject to the SOX, which requires, among other things, that we establish and maintain effective internal control over financial reporting and disclosure controls and procedures. Under current SEC rules, we are required to perform system and process evaluation and testing of our internal controls over financial reporting to allow management to assess their effectiveness, including in accordance with auditing standards issued by the Public Company Accounting Oversight Board (“PCAOB”). Our testing may in the future reveal deficiencies in our internal controls that are deemed to be significant deficiencies or material weaknesses and render our internal controls over financial reporting ineffective. If we or our management identify material weaknesses or significant deficiencies in our internal controls over financial reporting that are deemed to be additional material weaknesses, the market price of our Class A common shares may decline and we may be subject to investigations or sanctions by the SEC, the Financial Industry Regulatory Authority, Inc., or “FINRA,” or other regulatory authorities, as well as litigation.
Further, in terms of regulations and legislation in Brazil, all Brazilian financial and payment institutions, which includes some of our Brazilian subsidiaries, must maintain internal guidelines and procedures to control their respective financial, operational and information systems, and must comply with all applicable legislation. CMN Resolution No. 4,595 of August 28, 2017 provides that Brazilian financial institutions must implement and maintain a compliance policy compatible with its nature, size, complexity, structure, risk profile and business model. Central Bank of Brazil Resolution No. 65 of January 26, 2021, provides similar rules for Brazilian payment institutions. In accordance with CMN Resolution No. 4,968 of November 25, 2021, the executive officers of Brazilian financial institutions are responsible for implementing efficient internal control structures that set out control responsibilities and procedures and establish objectives and procedures applicable to all levels of the institution, among other requirements. The Resolution No. 260 of November 22, 2022, provides similar rules for Brazilian Payment institutions. The executive officers are also responsible for ensuring compliance with all internal procedures.
We have incurred losses in the past, and we may generate losses in the future.
We have been profitable since the fiscal year ended December 31, 2023, after incurring losses in earlier periods. We will need to generate and sustain increased revenue levels and decrease proportionate expenses in future periods to maintain and/or increase profitability. In addition, we intend to expand our customer base, and continue to invest in developing products and services that we believe will improve the experiences of our customers and therefore improve our long-term results of operations. However, customer acquisition could cause us to incur losses in the short term because a material portion of the costs associated with new customers are generally incurred up front, while revenue is uncertain and mostly recognized thereafter as customers make interest payments and utilize our services. Likewise, improvements in products and services have and will continue to cause us to incur significant up-front costs and may not result in the long-term benefits that we expect, which could materially and adversely affect our business. If any of these costs materially rise in the future, our expenses may rise significantly. If we are unable to generate adequate revenue growth and manage our expenses, we may incur losses in the future.
Our results of operations and operating metrics may fluctuate, which may cause the market price of our Class A ordinary shares to decline.
Our results of operations may vary significantly and are not necessarily an indication of future performance. These fluctuations may be a result of a variety of factors, some of which are beyond our control. In particular, our results of operations and operating metrics are subject to volatility based on consumer spending levels. The electronic payments industry in general depends heavily on the overall level of consumer spending, which may be adversely affected by general or localized economic conditions that impact consumer confidence, consumer spending, consumer discretionary income or changes in consumer purchasing habits. A sustained deterioration in general economic conditions in the markets in which we operate, including a rise in unemployment rates or increases in interest rates, may cause a reduction in overall consumer spending, thereby causing a decline in the number of transactions made by our cardholders or in the average amount spent per transaction, which would adversely impact our results of operations. In addition, our business is affected by customer behavior throughout the year and experiences seasonal fluctuations. We are aware, based on historical information, that months in which certain holidays fall, such as Black Friday and Christmas, generate higher levels of consumption and thus positively benefit our total transaction volume and related revenue. Relatedly, February is a month with lower revenue given fewer calendar days and thus a lower monthly volume of transactions.
In addition to consumer spending levels and seasonality, our results of operations may fluctuate as a result of changes in our ability to attract and retain new customers, increased competition in the markets in which we operate, our ability to expand our operations in new and existing markets, our ability to maintain an adequate growth rate and effectively manage that growth, our ability to keep pace with technological changes in the industries in which we operate, changes in governmental or other regulations affecting our business, harm to our brand or reputation, and other risks described elsewhere in this annual report.
Further, from time to time, we have made and may make decisions that will have a negative effect on our short-term operating results if we believe those decisions will improve our operating results over the long term. These decisions may not produce the long-term benefits that we expect, or they may be inconsistent with the expectations of investors and research analysts, either of which could cause the price of our Class A ordinary shares to decline.
Our business with crypto assets is subject to a fast-evolving and uncertain regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our brand, reputation, business, operating results, and financial condition. In addition, failure of operation systems may cause loss to us or our customers.
As part of our suite of products and services, we enable our customers in Brazil to purchase and sell certain crypto assets in our platform (NuCrypto). Any failure by us or our partners to maintain the necessary controls or to manage crypto assets and funds appropriately and in compliance with applicable regulatory requirements and cybersecurity considerations could result in potential loss of cryptocurrencies, reputational harm, regulatory enforcement actions, significant financial losses, lead customers to discontinue or reduce their use of our and our partners’ products, and result in significant penalties and fines and additional restrictions, which could adversely impact our business, operating results, and financial condition. The significant regulatory uncertainty regarding crypto assets and crypto trading platforms may restrict, limit, regulate in excessive and burdensome manner the investment in crypto assets or prohibit the use of such assets and/or related transactions in different jurisdictions, which could adversely affect our activities, the manner in which we currently conduct some aspects of our business and, as a result, our financial condition, results of operations and the market price of our Class A ordinary shares. Consequently, we are subject to potential litigation from clients who may lose their investments in cryptocurrency due to market volatility, or as a result of operational failures and from the uncertain regulatory landscape.
Our systems, the systems of our third-party service providers and partners, and certain crypto asset and blockchain networks have experienced, and may experience in the future, service interruptions because of hardware and software defects or malfunctions, distributed denial-of-service and other cyberattacks, insider threats, break-ins, sabotage, human error, vandalism, earthquakes, hurricanes, floods, fires, and other natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses or other malware, and other events. Significant or persistent interruptions in our services or in services of third-party service providers and partners could harm our reputation and negatively affect our business, operating results, and financial condition.
In late 2025, the Central Bank of Brazil concluded its regulatory rulemaking process for the crypto sector, following the completion of Public Consultations No. 97, 109, 110, and 111. This culminated in the publication of BCB Resolutions No. 519, 520, and 521, which collectively establish the definitive regulatory framework for Virtual Asset Service Providers (VASPs). Effective as of February 2, 2026, these regulations introduce mandatory licensing requirements, classifying entities into three modalities: intermediary, custodian, and virtual asset broker. The framework imposes strict standards for governance, minimum capital, asset segregation, and cybersecurity. Furthermore, Resolution No. 521 integrates virtual asset operations into the foreign exchange market regulation, mandating specific reporting for cross-border transactions and identification of self-custody wallet holders, with full reporting obligations beginning in May 2026.
This established regulatory framework significantly impacts our operations by formalizing compliance and oversight mechanisms. We are subject to a 270-day transition period from February 2, 2026, to apply for the necessary authorizations and align our internal processes, including anti-money laundering (AML/CFT) controls and reporting systems, with the BCB’s requirements. While these regulations provide greater legal certainty and enhance the integrity of the Brazilian financial system, they also increase our operational costs and regulatory burden. Any failure to obtain timely authorization or to comply with the stringent reporting and operational rules could lead to administrative penalties, fines, or the suspension of our ability to offer crypto-related services in Brazil. For a detailed discussion of these requirements, please refer to the section “Recent Developments in Brazil—Regulatory Framework for Virtual Assets.”
Real or perceived inaccuracies in our key operating metrics may harm our reputation, results of operations and financial condition.
We track certain key operating metrics such as number of customers, monthly active customers, activity rate, purchase volume, deposits, interest-earning portfolio, monthly ARPAC and monthly average cost to serve per customer, among other metrics, which are not independently verified by any third party. While the metrics presented in this annual report are based on what we believe to be reasonable assumptions and estimates, our internal systems and tools have a number of limitations, and our methodologies for tracking these metrics may change over time. In addition, limitations or errors with respect to how we measure data or with respect to the data that we measure may affect our understanding of certain details of our business, which could affect our long-term strategies. If the internal systems and tools we use to track these metrics understate or overstate performance or contain algorithmic or other technical errors, the key operating metrics we report may not be accurate. If investors do not perceive our operating metrics to be accurate, or if we discover material inaccuracies with respect to these figures, our reputation may be significantly harmed, and our results of operations and financial condition could be adversely affected.
We have a limited operating history with financial results that may not be indicative of future performance, and our revenue growth rate is likely to slow as our business matures.
We were founded in 2013 and began operations in Brazil in 2014, in Mexico in 2019 and in Colombia in 2020. As a result of our limited operating history, our ability to accurately forecast our future results of operations is limited and subject to a number of uncertainties. Our historical revenue growth and other historical results should not be considered indicative of our future performance. In particular, over the long-term, we expect that our revenue growth will slow as our business matures. It is also possible that our revenue growth does not reach the levels we expect, or declines for any number of reasons, including slowing demand for our products, increasing competition, changes to technology, a decrease in the growth of our overall market, increased regulation or our failure, for any reason, to take advantage of growth opportunities. If our assumptions regarding our future revenue growth and other operating and financial results are incorrect or change, our operating and financial results could differ materially from our expectations.
Our insurance policies may not be sufficient to cover all claims.
Our insurance policies may not adequately cover all risks to which we are exposed. A significant claim not covered by our insurance, in full or in part, may result in significant expenditures by us. Moreover, we may not be able to maintain insurance policies in the future at reasonable costs or on acceptable terms, which may adversely affect our business and the trading price of our Class A ordinary shares.
Fraud could have a material adverse effect on our business, financial condition and results of operations.
We offer products and services to a large number of customers, and we are responsible for vetting and monitoring these customers and determining whether the transactions we process for them are legitimate. When our products and services are used to process illegitimate transactions and we settle those funds, we are unable to recover them, suffer losses and incur liabilities. These types of illegitimate transactions can also expose us to governmental and regulatory sanctions. The highly automated nature of, and liquidity offered by, our payments services make us a target for illegal or improper uses, including fraudulent or illegal sales of goods or services, money laundering and terrorist financing. Identity thieves and those committing fraud using stolen or fabricated credit card or account numbers, or other deceptive or malicious practices, potentially can steal significant amounts of money from businesses like ours. It is possible that incidents of fraud could increase in the future. Failure to effectively manage risk and prevent fraud and/or money laundering would increase our liability, and could have a material adverse effect on our business, financial condition and results of operations.
If we are unable to integrate our products with a variety of operating systems, software applications, platforms and hardware that are developed by others, our solutions may not operate effectively, our products may become less marketable, less competitive or obsolete and our business, financial condition and results of operations may be harmed.
Our products must integrate with a variety of network, hardware and software platforms, and we need to continuously modify and enhance our products to adapt to changes in hardware, software, networking, browser and database technologies. In particular, we have developed our technology platform to easily integrate with third-party applications through the interaction of application programming interfaces, or “APIs.” In general, we rely on the fact that the providers of such software systems continue to allow us access to their APIs to enable these integrations. To date, we generally have not relied on long-term written contracts to govern our relationship with these providers. Instead, we are subject to the standard terms and conditions for application developers of such providers, which govern the distribution, operation and fees of such software systems, and which are subject to change by such providers from time to time. Our business could be harmed if any provider of such software or other technologies or systems:
| ● | discontinues or limits our access to its APIs; |
| ● | modifies its terms of service or other policies, including fees charged to or other restrictions on us or other application developers; |
| ● | changes how customer information is accessed by us, our partners or our customers; |
| ● | establishes more favorable relationships with one or more of our competitors; or |
| ● | develops or otherwise favors its own competitive offerings over ours. |
Although we actively monitor our partners and multi-source vendors, we cannot prevent our providers of software or other technologies from changing the features of their APIs, discontinuing their support of such APIs, restricting our access to their APIs or altering the terms governing their use in a manner that is adverse to our business. If our partners or multi-source vendors were to take such actions, our capabilities that depend on such APIs would be impaired until we are able to find a replacement partner or develop an in-house solution, which could significantly diminish the value of our platform and harm our business, operating results and financial condition. In addition, third-party services and products are constantly evolving, and we may not be able to modify our platform to maintain its compatibility with such services and products as they continue to develop, or we may not be able to make such modifications in a timely and cost-effective manner, any of which could harm our business, operating results and financial condition.
If we are unable to operate effectively on mobile platforms, our business, financial condition and results of operations could be materially adversely affected.
Our future growth and success are dependent in part on our ability to provide a functional, reliable and user-friendly mobile platform to our customers. In particular, as we expand geographically, we will need to provide solutions for customers living in areas with low Internet connectivity, reduced bandwidth and latency issues. Our success will also depend on the interoperability of our offerings with a range of third-party technologies, systems, networks, operating systems and standards, including iOS and Android, and the availability of our mobile apps in app stores and in “super-app” environments.
The success of our mobile app could be harmed by factors outside our control, such as:
| ● | actions taken by mobile app distributors; |
| ● | unfavorable treatment received by our mobile apps, especially as compared to competing apps, such as the placement of our mobile apps in a mobile app download store; |
| ● | increased costs in the distribution and use of our mobile app; |
| ● | changes, bugs or technical issues in mobile operating systems, such as iOS and Android, device manufacturers or mobile carriers that degrade the functionality of our mobile website or mobile apps or give preferential treatment to competitive offerings; |
| ● | changes to the terms of service or policies of mobile operating systems, device manufacturers or mobile carriers that reduce or eliminate our ability to distribute applications, limit our ability to target or measure the effectiveness of our applications or impose fees or other changes related to our delivery of our applications; and |
| ● | government action limiting the accessibility of our mobile app. |
Further, we are subject to the standard policies and terms of service of third-party operating systems, as well as policies and terms of service of the various application stores that make our application and experiences available to our customers. These policies and terms of service govern the availability, promotion, distribution, content and operation generally of applications and experiences on such operating systems and stores. Each provider of these operating systems and stores has broad discretion to change and interpret its terms of service and policies with respect to our platform and any such changes, which may be driven by many factors, including increased competition, may be unfavorable to us and our customers’ use of our platform. If we were to violate, or an operating system provider or application store believes that we have violated, its terms of service or policies, that operating system provider or application store could limit or discontinue our access to its operating system or store. In some cases, these terms of service or policies may not be clear or our interpretation of the requirements may not align with the interpretation of the operating system provider or application store, which could lead to inconsistent enforcement of these terms of service or policies against us. Any limitation or discontinuation of our access to any third-party platform or application store could adversely affect our business, financial condition or results of operations.
Additionally, in order to deliver a high-quality mobile experience for our customers, it is important that our products and services work well with a range of mobile technologies, products, systems, networks, hardware and standards that we do not control, and that we have good relationships with mobile operating system partners, device manufacturers and mobile carriers. We may not be successful in maintaining or developing relationships with key participants in the mobile ecosystem or in developing products that operate effectively with these technologies, products, systems, networks or standards. In the event that it is more difficult for our customers to access and use our mobile platform, or if our customers choose not to access or use our mobile platform on their mobile devices or use mobile products that do not offer access to our mobile platform, our customer growth and engagement could be harmed. The risks associated with our dependency on our mobile application may be exacerbated by the frequency with which customers change or upgrade their devices. In the event customers choose devices that do not already include or support our platform or do not install our mobile apps when they change or upgrade their devices, our customer engagement may be further harmed.
Any acquisition, partnership or joint venture that we make or enter into could disrupt our business and harm our financial condition and results of operations.
As part of our growth strategy, we intend to continue to evaluate opportunities to acquire, invest or form partnerships or joint ventures with businesses, technologies, services and products as such opportunities arise. For more information on our acquisitions, investments, partnerships, or joint ventures, see “Item 5. Operating and financial review and prospects—A. Operating Results—Acquisitions, investments, new lines of business and other developments.” We have entered and may enter into other strategic transactions or arrangements in the future. We may not, however, be able to identify appropriate acquisition, investment, partnership or joint venture targets in the future, and our efforts to identify such targets may result in a loss of time and financial resources. In addition, we may not be able to successfully negotiate or finance such future acquisitions, investments, partnerships or joint ventures successfully or on favorable terms, or to effectively integrate acquisitions into our current business, and we may lose customers or personnel as a result of any such strategic transaction (in particular the customers and personnel of an acquired business). The process of investing in or partnering with other businesses or integrating an acquired business, technology, service or product into our business may divert management’s attention from our core business, and may result in unforeseen operating difficulties and expenditures and generate unforeseen pressures and strains on our organizational culture. Moreover, we may be unable to realize the expected benefits, synergies or developments that we initially anticipate from such a strategic transaction.
Financing an acquisition, investment or other strategic transaction could result in dilution to existing shareholders from issuing equity securities or convertible debt securities, or a weaker balance sheet from using cash or incurring debt, and equity or debt financing may not be available to us on favorable terms, if at all. In addition, in connection with an acquisition or investment, it is possible that the goodwill that has been attributed, or may be attributed, to the target may have to be written down if the valuation assumptions are required to be reassessed as a result of any deterioration in the underlying profitability, asset quality and other relevant matters. There can be no assurance that we will not have to write down the value attributed to goodwill in the future, which would adversely affect our results of operations and net assets.
Furthermore, we may be unable to complete a proposed transaction if we are unable to obtain required regulatory approvals, which may include approval by the Central Bank of Brazil or Brazil’s Administrative Council for Economic Defense (Conselho Administrativo de Defesa Econômica, or “CADE”), or other applicable regulatory authorities in the various jurisdictions in which we or a potential acquisition target operate. Even if we are able to obtain regulatory approval, such approval could be subject to certain conditions, which could prevent us from competing for certain customers or in certain lines of business. In addition, we may face contingent liabilities in connection with our acquisitions and joint ventures, including, among others, (1) judicial or administrative proceeding or contingencies relating to the company, asset or business acquired, including civil, regulatory, tax, labor, social security, environmental and intellectual property proceedings or contingencies; and (2) financial, reputational and technical issues, including with respect to accounting practices, financial statement disclosures and internal controls, as well as other regulatory or compliance matters, all of which we may not have identified as part of our due diligence process and that may not be sufficiently indemnifiable under the relevant acquisition or joint venture agreement. We cannot guarantee that any acquisition, partnership or joint venture we make will not have a material adverse effect on our business, financial condition and results of operations.
Substantial and increasingly intense competition within our industry may harm our business, financial condition, results of operations, and prospects.
The Latin American market for financial services, and in particular the Brazilian, Mexican and Colombian financial services markets, have become increasingly competitive in recent years. We face significant competition from traditional Brazilian, other Latin American and international banks and other neobanks, payment services providers, investment advisors and brokers, in addition to other new financial technology companies, startups and non-financial companies operating in certain segments of the financial services industry in which we operate. We expect competition to intensify in the future, both as emerging technologies continue to enter the marketplace and as large financial incumbents increasingly seek to innovate the services that they offer that compete with our platform.
Specifically, we face competition in the consumer credit, investment, payments and insurance segments. Our main competitors in the Brazilian consumer credit space include Itaú Unibanco S.A., Banco Bradesco S.A., Banco Santander (Brasil) S.A., Caixa Econômica Federal and Banco do Brasil S.A. In the Brazilian investment segment, in addition to certain of our competitors in the consumer credit space, our main competitors include Banco BTG Pactual S.A., Banco Inter S.A., Banco C6 S.A. and XP Inc. In the Brazilian payments space, in addition to certain of our competitors in the consumer credit and investment spaces, we face competition from MercadoPago Instituição de Pagamento Ltda., PicPay Instituição de Pagamento S.A., PagSeguro Digital Ltd. and StoneCo Ltd., among others. In addition to existing competition, new competitors may enter the market or existing competitors may offer new or expand existing products or services.
Many of our competitors, in particular traditional banks or competitors that are affiliated with traditional banks, have substantially greater financial, operational and marketing resources than we do. Accordingly, these competitors may be able to offer more extensive or enhanced products and services to customers, or offer such products and services at more attractive rates (including more attractive rates on deposits and rates on loans) or on better terms. As a result, we may be forced to increase our deposit rates, or lower the rates we charge for loans or the fees we charge for other services, or devote significant financial resources to our marketing efforts or developing customized products and services that customers demand, in order to maintain and expand our market share. If this were to occur, we would need to enhance cost control to maintain our margins, and if we are unable to control our costs, our margins and results of operations may be adversely affected. In particular, we have relied primarily on low-touch organic methods of customer acquisition, including an unpaid direct referral method. However, this method of customer acquisition may not be as productive as we would like going forward and could put us at a competitive disadvantage compared to competitors with high-touch customer acquisition models or greater marketing resources. If we are unable to acquire customers through our low-touch organic methods, we may have to increase our marketing investments, or could be unable to grow our revenue and our operating results could be adversely affected.
Further, competition in the financial services industry in Brazil and certain other Latin American markets (including Mexico and Colombia) has increased, both as a result of recent consolidations among financial institutions in such markets, adversely affecting the ability of new market entrants to access material amounts of equity capital, and as a consequence of changes in regulations that (i) increased the ability of customers to switch between financial institutions, (ii) enabled financial institutions to access the financial and personal information of customers, and (iii) established rules for an instant payment arrangement. For example, on May 4, 2020, the CMN and the Central Bank of Brazil implemented the Open Financial System, or “open finance,” in Brazil to facilitate the new market entrants’ access to the financial markets as well as to encourage competition between financial institutions. In particular, the implementing regulations make available to various participants in the Brazilian financial system data relating to customers (where consented to) and services of financial institutions. As participants of open finance, we are required to share standardized data related to our customers, service channels, products and services, which make it easier for other market participants to compete with us. Mexico and Colombia are likewise in the process of implementing an open finance system. Further implementation of open finance may intensify competition in the industry, as the sharing of information between institutions may make it easier for competitors to offer better credit terms and conditions, enabling customers to move such financial obligations from our platform to other competing platforms, which would adversely affect our interest income and therefore our results of operations.
If we are unable to successfully compete, the demand for our platform, products and services could stagnate or substantially decline, and we could fail to retain or grow the number of customers using our platform, which would materially and adversely affect our business, results of operations, financial condition and prospects.
Our hedging strategy may not be able to prevent losses.
We use a range of strategies and instruments, including entering into derivative and other transactions, to hedge our exposure to market, credit and operational risks. Nevertheless, we may not be able to hedge all risks to which we are exposed, whether partially or in full, and the hedging strategies and instruments on which we rely may not achieve their intended purpose. Any failure in our hedging strategy or in the hedging instruments on which we rely could result in losses to us and have a material adverse effect on our business, financial condition and results of operations. In addition, our decision not to hedge our foreign exchange exposure originated by our investments in Brazil, Colombia and Mexico could negatively harm our financial condition and results of operations.
Financial instruments, including derivative instruments, securities, cash and cash equivalents that are substantially composed of securities and compulsory and other deposits at central banks represented 54.7% and 55.0% of our total assets as of December 31, 2025 and 2024, respectively. Any realized or unrealized future gains or losses from our investments or hedging strategies could have a significant impact on our income. These gains and losses, which we account for when we sell or assess the fair value of investments in financial instruments, can vary considerably from one period to another. If, for example, we enter into derivatives transactions to protect ourselves against decreases in interest rates and interest rates instead increase, we may incur financial losses. We cannot forecast the amount of gains or losses in any future period, and the variations experienced from one period to another do not necessarily provide a meaningful forward-looking reference point. Gains or losses in our investment portfolio may create volatility in revenue levels, and we may not earn a return on our consolidated investment portfolio, or on a part of the portfolio in the future, and any losses on our securities and derivative financial instruments could materially and adversely affect our income and financial condition. In addition, any decrease in the value of our investment and derivatives portfolios may result in a decrease in our capital ratios, which could impair our ability to engage in lending activity at the levels we currently anticipate.
Such derivative transactions also subject us to market, credit and operational risks, including basis risk (the risk of loss associated with variations in the spread between the asset yield and the funding or hedge cost) and credit or default risk (the risk of insolvency or other inability of the counterparty to a particular transaction to perform its obligations thereunder). Further, the execution and performance of these transactions depend on our ability to maintain adequate control and administration systems. Our ability to adequately monitor, analyze and report derivative transactions continues to depend, largely, on our information technology systems. These factors further increase the risks associated with these transactions.
Liquidity and funding risks are inherent in our business. Because our principal sources of funds are short-term deposits, a sudden shortage of funds would heighten our liquidity risk and increase our costs of funding.
Liquidity risk is the risk that we either do not have available sufficient financial resources to meet our obligations as they become due or can secure them only at excessive cost. This risk is inherent in our business and can be heightened by a number of factors, including over-reliance on a particular source of funding, changes in credit ratings or market-wide phenomena such as market dislocation. Constraints in the supply of liquidity, including but not limited to interbank lending, can materially and adversely affect the cost of funding our business, and extreme liquidity constraints may affect our current operations, our growth potential and our ability to fulfill regulatory liquidity requirements.
We currently rely primarily on retail deposits as our main source of funding. As of December 31, 2025, we had US$41.9 billion of deposits, 92.5% of which were payable on demand, while we had US$31.4 billion of cash and cash equivalents and securities, composed substantially of liquid government bonds, and US$9.5 billion in compulsory and other deposits at central banks. The ongoing availability of funding through retail deposits is sensitive to a variety of factors beyond our control, including general economic conditions, the confidence of retail depositors in the economy, in the financial services industry and in us, the availability and extent of deposit guarantees and competition for deposits between banks or with other products. Any of these factors could significantly increase the amount of retail deposit withdrawals that we experience in a short period of time, thereby reducing our ability to access retail deposit funding on economically appropriate and reasonable terms, or at all, in the future. This would have a material adverse effect on our results of operations, financial condition and prospects.
Increases in our costs of funding would also increase our liquidity risk. Our cost of obtaining funds is directly related to prevailing interest rates and to our credit spreads, with increases in these factors increasing our cost of funding. Credit spread variations are market driven and may be influenced by market perceptions of our creditworthiness. Changes to interest rates and our credit spreads occur continuously and may be unpredictable and highly volatile. Disruption and volatility in the global financial markets could have a material adverse effect on our ability to access capital and liquidity on financial terms acceptable to us, or at all. In the event of a sudden or unexpected shortage of funds in the banking system, we cannot guarantee that we will be able to maintain levels of funding without incurring high funding costs, a reduction in the term of funding instruments or the liquidation of certain assets, which would materially adversely affect our business. Further, if the supply of retail deposits decreases or ceases to become available, we may be forced to raise the rates we pay on deposits, with a view to attracting more customers, and if retail deposits become excessively expensive, we may be forced to sell assets, potentially at depressed prices. The persistence or worsening of these adverse market conditions or an increase in base interest rates could have a material adverse effect on our ability to access liquidity and could increase our cost of funding, which would adversely affect our results of operations and financial condition.
Our ability to manage our funding base may also be affected by changes in regulation, including the compulsory reserve requirements applicable to our operating subsidiaries in Brazil. For more information on Brazil’s compulsory reserve requirements, see “Item 3— Risks Relating to Regulatory Matters and Litigation — Increases in reserve, compulsory deposit, minimum capital and contributions to deposit insurance requirements may have a material adverse effect on us.”
Changes in market and economic conditions could adversely affect revenues, our loan portfolio and decrease the demand for our products and services.
The financial markets, and in turn the financial services industry, are affected by many factors, such as U.S. and foreign economic conditions and general trends in business and finance that are beyond our control, which could be adversely affected by changes in the equity or debt marketplaces, unanticipated changes in currency exchange rates, interest rates, inflation rates, the yield curve, financial crises, war, terrorism, natural disasters and other factors that are difficult to predict. A severe or prolonged downturn or periods of market turmoil in the U.S., Brazilian, Mexican, Colombian or international financial markets (or in other foreign markets in the jurisdictions in which we currently or may in the future operate) could materially and adversely affect the liquidity, credit ratings, businesses and financial conditions of our borrowers, which could in turn increase our non-performing loan ratios, impair our loan and other financial assets and result in decreased demand for borrowings in general. Specifically, we have credit exposure to borrowers which have entered or may shortly enter into insolvency or similar proceedings. We may experience material losses from this exposure. In addition, investments may lose value and our investment customers may choose to withdraw assets or transfer them to investments that they perceive to be more secure, which would adversely affect our income and liquidity positions. Any downturn in financial markets could have a material adverse effect on our results of operations, financial condition or business.
In addition, government actions to control inflation in the countries in which we operate have often involved, among other measures, increases or decreases in interest rates, which directly impact our business. Part of our total revenue consists of interest income on credit card receivables (revolving and refinanced credit card balances) and loans, which is calculated using the effective interest method, which allocates basic interest rate and direct and incremental fees and costs over the expected lives of the assets. As of December 31, 2025, total interest income and gains net of losses on financial instruments was US$13,434.7 million, an increase of US$3,803.7 million, or 39.5%, from US$9,631.0 million for the year ended December 31, 2024.
Increases in interest rates and our credit spreads can directly affect our revenue derived from interest income. Positive variations in the basic interest rate can have an immediate positive effect on our revenues derived from interest income, but can also be harmful to us, causing, among other effects, a reduction in the demand for our credit and investment products, an increase in the cost of raising funds and the risk of default by our customers, all of which could adversely affect us. Conversely, negative variations in the basic interest rate may cause us to lower the interest rate we charge in our financial products and consequently lower our revenues derived from interest income. Changes in our credit spreads are market-driven. Changes to interest rates and our credit spreads occur continuously and may be unpredictable and highly volatile. See “Item 11. Quantitative and Qualitative Disclosures About Market Risk—Interest Rate Risk” for more information. Any of these circumstances could adversely affect our results of operations, financial condition or business.
We may not be able to generate sufficient cash to service our indebtedness and may be forced to take other actions to satisfy our obligations under the terms of our indebtedness, which may not be successful.
As of December 31, 2025, we had total indebtedness of US$4,427.4 million (comprising US$ 4,398.2 million in borrowings and financing and US$29.2 million in lease liabilities). Our ability to make scheduled payments on or to refinance our indebtedness depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and certain financial, business and other factors beyond our control. We may not be able to maintain a level of cash flow from operating activities sufficient to permit us to pay the principal and interest on our indebtedness. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay acquisitions and capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness. Our ability to restructure or refinance indebtedness will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of indebtedness could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.
The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. Our existing credit facilities contain restrictive covenants, including customary limitations on the incurrence of certain indebtedness and liens. Our ability to comply with these covenants may be affected by events beyond our control, and breaches of these covenants could result in a default under our credit facilities and any future financing agreements into which we may enter, which in turn could cause our outstanding indebtedness under our credit facilities and any future financing agreements that we may enter into under these terms to become immediately due and payable.
In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis could harm our ability to incur additional indebtedness. In the absence of sufficient cash flows and capital resources, we would face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources” for more information. Any of these circumstances could adversely affect our results of operations, financial condition or business.
Our holding company structure makes us dependent on the operations of our subsidiaries.
As a holding company, our corporate purpose is to invest, as a partner or shareholder, in other companies, consortia or joint ventures in Brazil, Mexico and Colombia, where most of our operations are located, and outside of these jurisdictions. Accordingly, our material assets are our direct and indirect equity interests in our subsidiaries, and we are therefore dependent upon the results of operations of and, in turn, the payments, dividends and distributions from, our subsidiaries for funds to pay our operating and other expenses and to pay future cash dividends or distributions, if any, to holders of our Class A ordinary shares. We may be required to pay taxes on distributions made by our operating subsidiaries to us under the local laws applicable to such subsidiaries.
In addition, the payments, dividends and distributions from our subsidiaries to us for funds to pay future cash dividends or distributions, if any, to holders of our Class A ordinary shares could be restricted under financing arrangements that we or our subsidiaries may enter into in the future, and such subsidiaries may be required to obtain the approval of lenders to make such payments to us. Furthermore, we may be adversely affected if the governmental authorities of the jurisdictions in which we operate impose legal restrictions on dividend distributions by our local subsidiaries, and exchange rate fluctuations will affect the U.S. dollar value of any distributions our subsidiaries make with respect to our equity interests in those subsidiaries.
We rely on the Mastercard payment scheme to process our card transactions. If we fail to comply with the applicable requirements of the Mastercard payment scheme, Mastercard could seek to fine us, suspend us or terminate our registration, which would have a material adverse effect on our business, financial condition and results of operations.
We rely on payment schemes to process our transactions, and a significant source of our revenue comes from processing transactions through the Mastercard payment scheme. We must pay a fee for this service, and from time to time, the payment schemes may increase the fees that they charge for each transaction using one of their cards, subject to certain limitations.
Payment networks establish their own rules and standards that allocate liabilities and responsibilities among the payment networks and their participants. These rules and standards, including the Payment Card Industry Data Security Standard, govern a variety of areas, including how consumers and customers may use their cards, the security features of cards, security standards for processing, data protection and information security and allocation of liability for certain acts or omissions, including liability in the event of a data breach. The payment schemes routinely update and modify their requirements; the payment card networks could adopt new operating rules or interpret or reinterpret existing rules that we or our processors might find difficult or even impossible to follow or costly to implement. These changes may be made for any number of reasons, including as a result of changes in the regulatory environment, to maintain or attract new participants or to serve the strategic initiatives of the networks, and may impose additional costs and expenses on or be disadvantageous to us. Such changes may impact our ongoing cost of doing business, and we may not, in every circumstance, be able to pass through such costs to our customers. For example, changes in the payment card network rules regarding chargebacks may affect our ability to dispute chargebacks and the amount of losses we incur from chargebacks. If we fail to make such changes or otherwise resolve the issue with the payment card networks, the networks could disqualify us from processing transactions if satisfactory controls are not maintained, which would have a material adverse effect on our business, financial condition and results of operations.
We are subject to audit by the payment networks to ensure compliance with applicable rules and standards, and may be directly liable to the payment card networks for rule violations. If we do not comply with the payment scheme requirements, the payment schemes could seek to fine us, suspend us or terminate our registrations that allow us to process transactions on their schemes, and we could lose our ability to make payments using virtual cards or any other payment form factor enabled by the network. If we are unable to recover amounts relating to fines from or pass through costs to our customers or other associated participants, we would experience a financial loss. The termination of our registration due to failure to comply with the applicable requirements of the Mastercard payment scheme, or any changes in the payment scheme rules that would impair our registration, could require us to stop using the Mastercard payment scheme to process our transactions, which would have a material adverse effect on our business, financial condition and results of operations.
We may require additional capital in the future, which may not be available on acceptable terms or at all.
In the future, we may need to raise additional capital to fund our expansion (organically or through strategic acquisitions), to develop new or enhanced services or products or to respond to competitive pressures, or to comply with regulatory capital adequacy requirements discussed in “Item 4. Information on the Company—B. Business Overview—Regulatory Overview—Brazil—Prudential and Capital Requirements .” Such financing may not be available on terms favorable to us or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to fund our expansion, take advantage of acquisition opportunities, develop or enhance services or products or respond to competitive pressures, which would have a material adverse effect on our business, results of operations and financial condition. If we raise additional funds through the issuance of equity or convertible debt securities, our shareholders will experience dilution and the securities that we issue may have rights, preferences and privileges senior to those of our Class A ordinary shares, and the market price of our Class A ordinary shares could decline. Any additional funds raised through debt financing will likely require our compliance with restrictive covenants that impose operating and financial restrictions on us, including restrictions on our ability to incur additional indebtedness, create liens, make acquisitions, dispose of assets and make restricted payments, among others. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Indebtedness.” In addition, such indebtedness may require us to maintain certain financial ratios. These restrictions may limit our ability to obtain future financings, to withstand a future downturn in our business or the economy in general, or to otherwise conduct necessary corporate activities. A breach of any such covenant would likely result in a default under the applicable agreement, which, if not waived, could result in acceleration of the indebtedness outstanding.
Risks Relating to Regulatory Matters and Litigation
We are subject to extensive regulation and regulatory and governmental oversight as a digital financial services platform and as a payment institution. Compliance with or violation of present or future regulations could be costly, expose us to substantial liability and force us to change our business practices, any of which could harm our business and results of operations.
Because we conduct the majority of our operations in Brazil, we are predominately subject to regulation under Brazilian law and by Brazilian authorities, some of which may be periodically amended or revoked. The Brazilian financial and payment markets and Brazilian financial and payment institutions are subject to extensive regulatory control by the Brazilian government, principally by the Central Bank of Brazil, the CVM, the CMN, and the B3, which, in each case, materially affects our business.
Because certain of our subsidiaries are financial services payment institutions in Brazil, our business is subject to Brazilian laws and regulations relating to electronic payments in Brazil, including Federal Law No. 12,865/13, as well as to financial services, including Federal Law No. 4,595 of December 31, 1964, as amended, or the “Banking Law” and Federal Law No. 6,385/76 and related rules and regulations issued by the CMN, the Central Bank of Brazil and the CVM. In addition, the activity of one of our subsidiaries as an insurance broker is subject to various laws and regulations in Brazil, such as Federal Law No. 4,594/64, Decree Law No. 73/66 and certain other rules and regulations issued by the CNSP and SUSEP, among others.
The laws, rules, and regulations that govern our business include those relating to deposit-taking, cross-border and domestic money transmission, foreign exchange, payments services (such as payment processing and settlement services), consumer financial protection, tax, anti-money laundering and terrorist financing and rules relating to unclaimed property. Specifically, we are subject to anti-money laundering and terrorist financing laws and regulations in multiple jurisdictions that prohibit, among other things, involvement in transferring the proceeds of criminal or terrorist activities. We could be subject to liability and forced to change our business practices if we were found to be subject to, or in violation of, any laws or regulations impacting our ability to maintain a banking account in the countries where we operate, or if existing or new legislation or regulations applicable to financial institutions in the countries where we maintain a banking account were to result in banks in those countries being unwilling or unable to establish and maintain banking accounts for us. As regulated payment and financial institutions in Brazil, certain of our operating subsidiaries are subject to rules and regulations relating to minimum equity capital, minimum net equity and other regulatory capital requirements and compulsory deposits and contributions, internal controls, anti-money laundering, know your customer obligations, sanctions, ombudsman and customer service, internal auditing, cybersecurity and bank secrecy, among others. See “Item 4. Information on the Company—B. Business Overview—Regulatory Overview” for a detailed description of the regulatory requirements applicable to us and our operating subsidiaries. In addition, as our business continues to develop and expand, we may become subject to additional rules and regulations, which may limit or change how we conduct our business.
These laws, rules and regulations are enforced by multiple authorities and governing bodies in Brazil, including the Central Bank of Brazil, the CVM and the CMN. In their supervisory roles, the Central Bank of Brazil, the CVM and the CMN seek to maintain the safety and soundness of financial and payment institutions with the aim of strengthening the protection of customers and the financial system. Their continuing supervision of financial and payment institutions is conducted through a variety of regulatory tools, including the collection of information by way of prudential returns, reports obtained from skilled persons, visits to firms and regular meetings with management to discuss issues such as performance, risk management and strategy. As a result, we face increased supervisory scrutiny (resulting in increasing internal compliance costs and supervision fees), and in the event of a breach of our regulatory obligations we are likely to face more stringent scrutiny and potentially significant fines.
Changes in regulations in Brazil and international markets in which we operate may expose us to increased compliance costs and limit our ability to pursue certain business opportunities or provide certain products and services. The regulation governing Brazilian payment and financial institutions is continuously evolving, including as a result of political, economic and social events, and the Central Bank of Brazil has reacted actively and extensively to developments in our industry. Specifically, Brazilian regulators frequently update prudential standards in accordance with the recommendations of the Basel Committee on Banking Supervision, in particular with respect to capital and liquidity, which could impose additional significant regulatory burdens on us, including additional and material capital requirements applicable to certain of our subsidiaries’ activities as payment institutions. See “Item 4. Information on the Company—B. Business Overview—Regulatory Overview—Brazil——Prudential Framework and Capital Requirements —Payment Institutions” for more information about potential changes to prudential regulations applicable to payment institutions in Brazil. Our operations could also be adversely affected by changes with respect to restrictions on remittances abroad and other exchange controls as well as by interpretations of the law by courts and agencies in a manner that differs from our legal advisors’ opinions. There can be no assurance that future changes in regulations or in their interpretation or application will not have a material adverse effect on us.
The measures of the Central Bank of Brazil and the amendment of existing laws and regulations, or the adoption of new laws or regulations, could adversely affect our ability to provide loans, make investments or render certain financial and payment services. No assurance can be given generally that laws or regulations will be adopted, enforced or interpreted in a manner that will not have a material adverse effect on our business and results of operations. As some of the Brazilian banking laws and regulations have been recently issued or become effective, the manner in which those laws and related regulations are applied to the operations of financial and payment institutions is still evolving. Moreover, to the extent that these recently adopted regulations are implemented inconsistently in Brazil, we may face higher compliance costs. Furthermore, regulatory authorities have substantial discretion in how to regulate financial and payment institutions, and this discretion, and the regulatory mechanisms available to the regulators, have been increasing during recent years. Regulation may be imposed on an ad hoc basis by governments and regulators (such as caps on credit and prepaid card fees or interest rates, which could negatively affect our business, financial condition and results of operations given the importance of consumer credit products to our revenue), and these ad hoc regulations may especially affect financial institutions that may be deemed to be systemically important.
Although we have a compliance program focused on applicable laws, rules and regulations and are continually investing in this program, in the event of non-compliance with laws or regulations, we may nonetheless be subject to fines or other penalties in one or more jurisdictions levied by federal, state or local regulators, as well as those levied by foreign regulators. In addition to fines, penalties for failing to comply with applicable rules and regulations could include significant criminal and civil lawsuits, including against our management and controlling shareholder, disgorgement of profits, forfeiture of significant assets, loss of required licenses or approvals or other enforcement actions, including insolvency proceedings instituted by the Central Bank of Brazil. Any disciplinary or punitive action by our regulators or failure to obtain required operating authorizations could seriously harm our business and results of operations. We could also be required to make changes to our business practices or compliance programs as a result of regulatory scrutiny. In addition, any perceived or actual failure to comply with applicable laws, rules and regulations could have a significant impact on our reputation and could cause us to lose existing customers, prevent us from obtaining new customers, require us to expend significant funds to remedy problems caused by non-compliance and to avert further non-compliance.
We also have operations outside of Brazil, including in Mexico and Colombia, along with information technology and business support operations in Uruguay and the United States]. In particular, in Mexico, our products are offered by a financial institution, Sofipo, currently in process to transform into a bank (subject to CNBV’s approval). Similar to financial entities in Brazil, financial entities in Mexico are subject to extensive regulation and the oversight of the Ministry of Finance and Public Credit (Secretaría de Hacienda y Crédito Público), the CNBV, Condusef and, in limited issues, Banxico. Mexican authorities have been reviewing the regulations applicable to financial entities and closely supervise digital financial companies. Changes to these laws and other applicable laws and regulations have been discussed by the Mexican regulators, and could materially affect our operations in Mexico. See “Item 4. Information on the Company—B. Business Overview—Regulatory Overview—Mexico” for more information. In Colombia, our savings account and credit card products are offered by a financial entity subject to extensive regulation, predominantly under the Financial System’s Basic Legal Statute—which sets the framework for operating financial entities, including protocols for safeguarding customer deposits and guidelines on regulatory compliance and oversight—as well as laws governing financial consumer protection and data protection. Additionally, interest rates in Colombia are capped as provided by the Colombian Commercial and Criminal Codes. Our operations in Colombia are subject to supervision by the SFC (with some exceptions) and by the Superintendence of Industry and Commerce regarding data protection. See “Item 4. Information on the Company—B. Business Overview—Regulatory Overview—Colombia” - for more information.
Given the volume, granularity, frequency and scale of regulatory and other reporting requirements, we must maintain a clear data strategy to enable consistent data aggregation, reporting and management. Inadequate management information systems or processes, including those relating to risk data aggregation and risk reporting, could lead to a failure to meet regulatory reporting requirements or other internal or external information demands, and we may face supervisory measures as a result.
Certain ongoing legislative and regulatory initiatives under discussion by the Brazilian Congress, the Central Bank of Brazil, the Ministry of Finance and the broader payments industry may result in changes to the regulatory framework of the Brazilian payments and financial industries, which may have an adverse effect on our business and cause us to incur increased compliance costs.
In recent years, the Central Bank of Brazil issued several regulations related to the Brazilian payments market, aiming to increase the use of electronic payments, increase competitiveness in the sector, strengthen governance and risk management practices in the industry, encourage the development of new solutions and the differentiation of products to consumers and promote the increased use of electronic payment means. Such measures include the following regulations enacted by the Central Bank of Brazil: (i) Resolution No. 246, effective as of April 1, 2023 and which, among other matters, imposes a maximum limit for the interchange fee levied on (a) all prepaid card transactions in Brazil to 0.7%; and (b) all debit card transactions to 0.5%; (ii) Resolution of the Central Bank of Brazil No. 1/2020, which created the instant payment ecosystem; and (iii) Joint Resolution No. 1/2020, which governs the Open Financial System (Open Finance) initiative in Brazil.
In addition to such regulations, on October 3, 2023, Law No. 14,690 was published, ratifying the emergency program for renegotiation of debts of individuals in default depending on the category the debtor is, which in turn depends on the amount of the debtor’s debt (“Desenrola Brasil”) and establishing that credit card issuers must submit for approval of the CMN regulations that limit the interest and financial fees charged over the outstanding balance of credit cards invoices, in the categories of revolving credit (crédito rotativo) and installment credit (parcelamento de fatura de cartão de crédito).
With the enactment of Law 14,690/2023, the CMN and the Central Bank of Brazil have regulated, through Resolution No. 5,112 and Resolution No. 365 of December 21, 2023, respectively, the limitation provided for in Law 14,690/2023, which sets forth that the total amount charged by institutions that grant financing through revolving credit and/or installment credit as interest and financial charges may not exceed the original amount of the debt financed and that financial education and transparency measures are to be adopted. This limitation applies to all issuers of credit cards and other post-paid payment instruments.
On November 28, 2025, the Central Bank of Brazil and the CMN issued Joint Resolution No. 17/25, which, among other matters, restricts the use of terms in an institution’s name and trademark that suggest activities or an institutional type for which the entity does not have specific authorization. As we do not currently hold a banking license in Brazil, in order to continue using the term “bank” in our trademark and public-facing communications, we will be required to obtain a banking license in Brazil. Such a banking license will subject us to a significantly expanded regulatory framework, which may increase our compliance costs. We are currently evaluating options to comply with said regulation. See also “Item 4. Information on the Company—B. Business Overview— Regulatory Overview.—Brazil.
In addition, on November 3, 2025, the CMN and the Central Bank of Brazil issued Joint Resolution No. 14, which sets forth an activities-based methodology for the ongoing maintenance of minimum paid-in capital and adjusted net worth by financial institutions and other entities authorized by the Central Bank of Brazil. The new framework now requires capital for the type of activity performed rather than for the type of institution. We have not been affected by capital requirements under this rule.
Discussions regarding the regulatory framework applicable to the financial industry are in various phases of development, whether as part of legislative, regulatory or private initiatives, and the overall impact of reform proposals is difficult to estimate. Any such changes in laws, regulations or market practices have the potential to alter the type or volume of the card-based transactions we process and our payment services and could adversely affect our business, results of operations and financial condition. For further information on the regulatory landscape, please see “Item 4. Information on the Company—B. Business Overview—Regulatory Overview—Brazil.
We are subject to anti-corruption, anti-bribery, anti-money laundering and combating terrorism financing laws and regulations and may be subject to sanctions.
We operate in jurisdictions that have a high risk for corruption and we are subject to various anti-corruption, anti-bribery and anti-money laundering laws and regulations, as well as those relating to sanctions, including local regulatory framework in the countries where we operate as well as extraterritorial regulation such as the United States Foreign Corrupt Practices Act of 1977, as amended, or the “FCPA,” among others. For more information, see “Item 4. Information on the Company—B. Business Overview—Regulatory Overview.”
Anti-money laundering, anti-bribery and sanctions laws and regulations to which we are subject require us, among other things, to conduct full customer due diligence (including sanctions and politically exposed person screening) and keep our customer, account and transaction information up to date. We are also required to report suspicious transactions and activity to appropriate law enforcement following full investigation. We have implemented financial crime policies and procedures detailing what is required from those responsible. However, we rely heavily on our employees to assist us by spotting such illegal and improper activities and reporting them, and our employees have varying degrees of experience in recognizing criminal tactics and understanding the level of sophistication of criminal organizations. If we decide to instead outsource any of our customer due diligence, customer screening or anti-financial crime operations, we would remain responsible and accountable for full compliance and any breaches. In addition, we rely upon our relevant counterparties to a large degree to maintain and appropriately apply their own appropriate compliance measures, procedures and internal policies. If we are unable to apply the necessary scrutiny and oversight of employees, third parties to whom we outsource certain tasks and processes or counterparties, we increase the risk of regulatory breach.
Financial crime – and the surrounding regulatory landscape – is continually evolving. Our ability to comply with changing applicable legal requirements depends on our ability to improve detection and reporting capabilities and reduce variation in control processes and oversight accountability, which requires proactive and adaptable responses from us and ongoing changes to systems and operational activities. While we maintain policies and procedures aimed at detecting and preventing the use of our platform for money laundering and other financial crime-related activities, emerging technologies could limit our ability to track the movement of funds and therefore present a risk to our company. Even known threats can never be fully eliminated, and there will be instances where our platform may be used by other parties to engage in money laundering and other illegal or improper activities. Further, compliance with these laws and regulations requires sophisticated automated systems, which may fail.
In connection with our operations, we engage a wide range of third parties, and we may from time to time acquire or invest in other businesses. Although we maintain policies, procedures and risk-based due diligence processes that are designed to evaluate and monitor these third parties and potential targets, including with respect to anti-corruption, anti-bribery and anti-money laundering risks, such measures are inherently limited and may not adequately identify or prevent all misconduct. If any third party with which we have a relationship, or any business we acquire, engages in improper activities such as bribery, influence peddling, fraud, money laundering, violations of economic sanctions or other illegal conduct, we could be subject to investigations, enforcement actions, civil or criminal penalties, contractual claims, remediation obligations and significant reputational harm, even if we did not authorize or have actual knowledge of such misconduct. In particular, anti-corruption, anti-money laundering and sanctions regimes in the jurisdictions where we operate, as well as extraterritorial laws such as the FCPA and similar legislation, may impose liability on us under theories of third-party or successor liability, which could require us to incur substantial costs to enhance controls, terminate relationships, or exit certain markets, and could have a material adverse effect on our business, financial condition and results of operations.
Regulators may increase enforcement of or modify our obligations, which may require us to make adjustments to our compliance program, including the procedures we use to verify the identity of our customers and to monitor our transactions. Specifically, regulators regularly reexamine the transaction volume thresholds that we must obtain and any change in such thresholds could result in increased compliance costs. For example, the Central Bank of Brazil enacted Circular No. 3,978, which became effective on October 1, 2020 and provided new guidelines with a risk-based approach for anti-money laundering and terrorist financing policies, procedures and controls. Under these guidelines, a regulated institution has the discretion to determine which procedures it will adopt for each customer, based on the internal risk assessment concerning the committing of crimes relating to money laundering and terrorism financing latent in the regulated entity’s business. Overall, we may not be able to comply, in a timely manner or at all, with new regulations, or obtain appropriate exemptions from regulatory authorities, and any new requirements or changes to existing requirements could impose significant costs, result in delays to planned product improvements, make it more difficult for new customers to join our platform and reduce the attractiveness of our products and services.
While we have developed and implemented policies, procedures and trainings designed to ensure compliance by us and our personnel with applicable anti-corruption, anti-bribery, anti-money laundering and sanctions laws and regulations, such policies, procedures and trainings may not be effective in all instances to prevent violations, either directly or through intermediaries. Violations of – or even accusations of or associations with violations of – anti-corruption, anti-bribery, anti-money laundering or sanctions laws and regulations could result in criminal liability, administrative and civil lawsuits, significant fines and penalties (including being added to “restrictive lists” that would prohibit certain parties from engaging in transactions with us), forfeiture of significant assets and reputational harm. If we are unable to fully comply with applicable laws, regulations and expectations, our regulators and relevant law enforcement agencies have the ability and authority to require a complete review of our business systems, day-to-day supervision by external consultants and ultimately the revocation of licenses necessary to conduct our business. The foregoing could have a material adverse effect on our operating results, financial condition and prospects.
Misconduct of our directors, officers, employees, consultants or third-party service providers could harm us by impairing our ability to attract and retain customers and subjecting us to legal liability and reputational harm.
Our directors, officers, employees, consultants and third-party service providers could engage in misconduct that adversely affects our business. We are subject to a number of obligations and standards arising from our business and the violation of these obligations and standards by any of our directors, officers, employees, consultants or third-party service providers could adversely affect our customers and us. If our directors, officers, employees, consultants or third-party service providers were to improperly use or disclose confidential information, our reputation, financial condition or business relationships could be harmed. Detecting or deterring employee misconduct may not always be possible, and the precautions we take to detect and prevent this activity may not be effective in all cases. If one of our employees or consultants were to engage in misconduct or were to be accused of such misconduct, our business and our reputation could be adversely affected.
In recent years, regulatory authorities across various jurisdictions, including Brazil and the United States, have increasingly focused on enhancing and enforcing anti-bribery laws, such as the Clean Company Act and the FCPA. While we have developed and implemented policies and procedures designed to ensure compliance by us, our personnel and third parties, they may not be effective in all instances. Any determination that we have violated the Clean Company Act (which establishes in Brazil the strict administrative and civil liability of legal entities for the practice of harmful acts committed in their Interest or benefit against the government, domestic or foreign), the FCPA, or other applicable anti-corruption laws could subject us to, among other things, civil and criminal penalties or material fines, profit disgorgement, injunctions on future conduct, securities litigation and potential loss of investor confidence, any one of which could adversely affect our business, financial condition, results of operations or the market value of our Class A ordinary shares.
We are subject to costs and risks associated with enhanced or changing laws and regulations affecting our business, especially those relating to data privacy, security and protection. Developments in these and other laws and regulations could harm our business, financial condition or results of operations.
We operate in a complex regulatory and legal environment that exposes us to compliance and litigation risks that could materially affect our business, financial condition or results of operations. These laws may change, sometimes significantly, as a result of political, economic or social events. In addition to the laws and regulations governing our status and operation as a financial and a payment institution (discussed in “—We are subject to extensive regulation and regulatory and governmental oversight as a digital financial services platform and as a payment institution. Compliance with or violation of present or future regulations could be costly, expose us to substantial liability and force us to change our business practices, any of which could harm our business and results of operations”), some of the federal, state or local laws and regulations that affect us include those relating to consumer products, product liability or consumer protection; those relating to the manner in which we advertise, market or sell products; labor and employment laws, including wage and hour laws; tax laws or interpretations thereof; bank secrecy laws; data protection and privacy laws and regulations; and securities and exchange laws and regulations. See “Item 4. Information on the Company—B. Business Overview—Regulatory Overview” for more information. We face significant compliance costs and risk of non-compliance with respect to these existing laws and regulations, which costs and risks could be heightened by changes and developments with respect to such laws and regulations. There has also been increasing regulatory scrutiny from the SEC with respect to adequately disclosing risks concerning cybersecurity and data privacy, which increases the risk of investigations into cybersecurity practices and related disclosures, of companies within its jurisdiction which, at a minimum, can result in diversion of resources for targeted businesses. There can be no guarantee that we will be able to adapt our business, or have sufficient financial resources, to comply with any new regulations, or that we will be able to successfully compete in the context of a shifting regulatory environment.
In particular, data protection and privacy laws are developing rapidly to take into account the changes in cultural and consumer attitudes towards the protection of personal data. In operating our business and providing services and solutions to customers, we collect, use, store, transmit and otherwise process sensitive employee and customer data, including personal data, in and across multiple jurisdictions. We leverage systems and applications that are spread all over the world, requiring us to regularly move data across national borders. As a result, we are subject to a variety of laws and regulations in Brazil, Mexico, Colombia (See “Item 4. Information on the Company—B. Business Overview—Regulatory Overview—Brazil—Data Privacy and Protection” and “—E-Commerce and Consumer Protection,” “Item 4. Information on the Company—B. Business Overview—Regulatory Overview—Mexico—Data Privacy and Protection” and “—Data Protection, Privacy, and Taxes” and “Item 4. Information on the Company—B. Business Overview—Regulatory Overview—Colombia—Data Privacy and Protection”) the EU and around the world, as well as contractual obligations, regarding data privacy, security and protection. In many cases, these laws and regulations apply not only to third-party transactions, but also to transfers of information between or among us, our subsidiaries and other parties with which we have commercial relationships.
Personal privacy, information security, and data protection are significant issues globally. The regulatory framework governing the collection, processing, storage, use and sharing of certain information, particularly financial and other personal data, is rapidly evolving and is likely to continue to be subject to uncertainty and varying interpretations. The occurrence of unanticipated events and development of evolving technologies often rapidly drives the adoption of legislation or regulation affecting the use, collection or other processing of data and the manner in which we conduct our business. Although we endeavor to comply with our policies and documentation, we may at times fail to do so or be alleged to have failed to do so. Any failure or perceived failure by us to comply with our privacy policies or any applicable privacy, security or data protection, information security or consumer-protection related laws, regulations, orders or industry standards in one or more jurisdictions could expose us to costly litigation, significant awards, fines or judgments, civil and criminal penalties or negative publicity, and could materially and adversely affect our business, financial condition and results of operations. The publication of our privacy policy and other documentation that provide promises and assurances about privacy and security can subject us to potential state and federal action if they are found to be deceptive, unfair or misrepresentative of our actual practices, which could, individually or in the aggregate, materially and adversely affect our business, financial condition and results of operations.
In addition, non-compliance with data protection regulations can lead to significant legal, financial and reputational repercussions.
Internationally, many jurisdictions have established their own data security and privacy legal framework with which we or our customers may need to comply, including, but not limited to, the European Union, or the “EU.” The EU’s privacy, data protection and information security landscape is currently evolving, resulting in possible significant operational costs for internal compliance and risk to our business. Within the EU, the General Data Protection Regulation, or the “GDPR,” which went into effect in May 2018 and contains numerous requirements and changes from previously existing EU law, including more robust, direct obligations on data processors in addition to data controllers, heavier documentation requirements for data protection compliance programs and significant increases in the level of sanctions for non-compliance. In particular, under the GDPR, EU data protection authorities have the power to impose administrative fines for violations of the GDPR of up to a maximum of €20 million or 4% of the data controller’s or data processor’s total worldwide global turnover for the preceding fiscal year, whichever is higher, and violations of the GDPR may also lead to damages claims by data controllers and data subjects. Such penalties are in addition to any civil litigation claims by data controllers, customers and data subjects. Being subject to the GDPR, we may need to take steps to cause our processes to be compliant with applicable portions of the GDPR, but we cannot guarantee that we will be able to implement changes in a timely manner or without significant disruption to our business, or that such steps will be effective, and we may face liability under the GDPR. We expect that there will be additional proposed and adopted laws, regulations and industry standards concerning privacy, data protection and information security in the jurisdictions in which we operate and in jurisdictions into which we may expand in the future.
As we seek to build a trusted and secure consumer platform, and as we expand our customer base and increase the number of transactions we process, we will increasingly be subject to laws and regulations relating to the collection, use, retention, security and transfer of information, including the personally identifiable information of our employees and our customers. These laws and regulations may be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible they will be interpreted and applied in ways that are inconsistent with our existing data management practices or the features of our services and platform capabilities, which would materially and adversely affect our business. Additionally, our customers may be subject to differing privacy laws, rules and legislation, which may mean that they require us to be bound by varying contractual requirements applicable to certain other jurisdictions. Adherence to such contractual requirements may impact our collection, use, processing, storage, sharing and disclosure of various types of information including financial information and other personal data, and may mean we become bound by, or voluntarily comply with, self-regulatory or other industry standards relating to these matters that may further change as laws, rules and regulations evolve. Complying with these requirements and changing our policies and practices may be onerous and costly, and we may not be able to respond quickly or effectively to regulatory, legislative and other developments. These changes may in turn impair our ability to offer our existing or planned features, products and services and increase our cost of doing business. As we expand our customer base, these requirements may vary from customer to customer, further increasing the cost of compliance and doing business. Any additional privacy laws, rules or regulations enacted or approved in Brazil, Mexico, Colombia or in other jurisdictions in which we operate could cause us to incur costs to correct the breaches or failures, expose us to uninsured liability, increase our risk of regulatory scrutiny, subject us to lawsuits and result in the imposition of material penalties and fines under state and federal laws or regulations, which could seriously harm our business, financial condition or results of operations. Any failure, real or perceived, by us to comply with our posted privacy policies or with any regulatory requirements or orders or other local, state, federal or international privacy or consumer protection-related laws and regulations could cause customers to reduce their use of our products and services and could materially and adversely affect our business.
Increases in reserve requirements (compulsory deposits), minimum capital and contributions to deposit insurance requirements may have a material adverse effect on us.
The CMN and the Central Bank of Brazil have periodically changed the level of reserve requirements to financial institutions in Brazil, and have reviewed the regulation related to deposit insurance in order to make it more sensitive to risk, including the deposit insurance contribution fee and compulsory allocation into government bonds in case deposit leverage surpasses certain thresholds. These changes continue to be a potential area of risk as they may increase the reserve requirement, allocation and contribution requirements in the future or impose new requirements on us, which as a result could impact our liquidity position and, as a result, may require us to seek additional funding with more expensive premiums, promoting a material adverse effect on our business, financial condition and results of operations.
In recent years, the CMN and Central Bank of Brazil have also published several rules to implement, update and improve Basel III and associated capital and prudential rules in Brazil. This set of regulations includes a revised definition of capital, capital requirements, capital buffers, credit valuation adjustments, exposures to central counterparties, leverage and liquidity coverage ratios, for instance, Central Bank of Brazil Resolutions No. 198, 199, 200, 201 and 202, all dated March 11, 2022 and Resolution No. 436, issued on November 28, 2024. The prudential requirements aim to harmonize the capital and prudential requirements applicable to payment services offered by payment institutions (including those provided by Nu Pagamentos) and to those applicable to payment services offered by financial institutions. New rules, including those that might result from the implementation of Basel III by the Brazilian regulators, may increase the minimum capital requirements applicable to Nu’s prudential conglomerate.
On November 6, 2025, the Central Bank of Brazil issued Public Consultation No. 128, proposing amendments to the recognition of credit risk mitigation instruments under the standardized approach (RWACPAD) and to the methodology for calculating counterparty credit risk under the Current Exposure Method (CEM). The proposed resolution would enhance procedures for existing credit risk mitigating instruments, recognize new instruments as credit guarantees, establish preferential risk weighting for certain payroll-linked credit operations, and introduce adjustments to the calculation of potential future gains in derivative transactions. If adopted, these changes could affect the calculation of credit risk exposures and capital requirements applicable to Nu's prudential conglomerate.
We are subject to regulatory intervention and antitrust litigation under competition laws.
We are subject to scrutiny from governmental agencies under competition laws in countries in which we operate. Some jurisdictions also provide private rights of action for competitors or consumers to assert claims of anticompetitive conduct pursuant to which companies or governmental agencies may allege that our actions violate antitrust or competition laws, or otherwise constitute unfair competition. Contractual agreements with buyers, sellers or other companies, as well as our unilateral business practices, could give rise to regulatory action or antitrust investigations or litigation. Some regulators may perceive our business to have such significant market power that otherwise uncontroversial business practices could be deemed anticompetitive. Any such claims and investigations, even if they are unfounded, may be expensive to defend, involve negative publicity and substantial diversion of management time and effort, and could result in significant judgments against us and harm to our business.
Requirements associated with being a public company in the United States require significant company resources and management attention.
We are subject to certain reporting requirements of the Exchange Act and the other rules and regulations of the SEC and the NYSE. We are also subject to various other regulatory requirements, including the Sarbanes-Oxley Act. We expect these rules and regulations to increase our legal, accounting and financial compliance costs and to make some activities more time-consuming and costly. For example, these rules and regulations make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantial costs to maintain the same or similar coverage. New rules and regulations relating to disclosure, financial reporting and controls and corporate governance, which could be adopted by the SEC, the NYSE or other regulatory bodies or exchange entities from time to time, could result in a significant increase in legal, accounting and compliance costs and make certain corporate activities more time-consuming and costly, which could materially affect our business, financial condition and results of operations. These rules and regulations may also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or our management team. These obligations will also require substantial attention from our management team and could divert their attention away from the day-to-day management of our business. These cost increases and the diversion of management’s attention could materially and adversely affect our business, financial condition and results of operations.
There can be no assurance that we will not be a passive foreign investment company for the current or any future taxable year, which could subject U.S. investors in our Class A ordinary shares to significant adverse U.S. federal income tax consequences.
Under the Internal Revenue Code of 1986, as amended, or the “Code,” we will be a passive foreign investment company, or “PFIC,” for any taxable year in which, after applying certain look-through rules, either (i) 75% or more of our gross income consists of “passive income,” or (ii) 50% or more of the average value (generally determined on a quarterly basis) of our assets consists of assets that produce, or are held for the production of, “passive income.” Passive income generally includes dividends, interest, rents, certain non-active royalties, and capital gains. Cash is generally a passive asset for these purposes.
Based on proposed U.S. Treasury regulations, or the “1995 Proposed Regulations,” including those which are proposed to be effective for taxable years beginning after December 31, 1994 and our current operations, income, assets and certain estimates and projections (such as the relative values of our assets, including goodwill), we do not believe that we were a PFIC for our 2025 taxable year. However, there can be no assurance that the Internal Revenue Service, or the “IRS,” will agree with our conclusion. Among other reasons, whether we were a PFIC in 2025 or will be a PFIC in any future taxable year is uncertain because: (i) the 1995 Proposed Regulations may not be finalized in their current form, (ii) PFIC status is determined on an annual basis at the end of each taxable year, and (iii) the composition of our income and assets and the market value of our assets (which may be determined, in part, by reference to the market price of our Class A ordinary shares, which could be volatile) may vary from time to time. In addition, proposed U.S. Treasury regulations in 2021, or the “2021 Proposed Regulations,” significantly alter the application of the exception to the PFIC rules for the active conduct of a banking, financing, or similar business. The application of the 2021 Proposed Regulations is not entirely clear and, if we can no longer rely on the 1995 Proposed Regulations, and the 2021 Proposed Regulations are adopted in their current form, there can be no assurances that we will not be considered a PFIC for any taxable year.
If we are a PFIC for any taxable year during which a U.S. investor holds Class A ordinary shares, we generally would continue to be treated as a PFIC with respect to that U.S. investor for all succeeding years during which the U.S. investor holds Class A ordinary shares, even if we ceased to meet the threshold requirements for PFIC status. Such a U.S. investor may be subject to adverse U.S. federal income tax consequences, including (i) the treatment of all or a portion of any gain on disposition as ordinary income, (ii) the application of a deferred interest charge on such gain and the receipt of certain dividends and (iii) compliance with certain reporting requirements. A “mark-to-market” election may be available that will alter the consequences of PFIC status if our Class A ordinary shares are regularly traded on a qualified exchange. For further discussion see “Item 10. Additional Information—E. Taxation—U.S. Federal Income Tax Considerations.”
Changes in tax laws, incentives, benefits and regulations may adversely affect our financial condition and results of operations.
Our global operations are governed by the tax laws and regulations of multiple jurisdictions. Tax laws are complex, subject to interpretation, and may vary significantly among jurisdictions. Our interpretation and application of these laws and regulations as well as compliance with specific tax filing requirements, payment obligations, and transfer pricing regulations, require significant judgment and the use of assumptions and estimates. Our effective tax rate and tax filings reflect our interpretation of tax laws in the jurisdictions where we operate, which may be challenged by tax authorities.
Group companies located in Brazil currently are subject to Income Tax, or "IRPJ", at a rate of 25% and Social Contribution on Net Profit, or "CSLL", at a rate of 15% for financial companies and at a rate of 9% for non-financial companies.
In December 2025, Brazil enacted Complementary Law No. 224 increasing the CSLL rate (i) for certain financial companies to 17.5% from April 2026 through December 2027, and to 20% from January 2028 onwards, and (ii) for certain non-financial companies to 12% and then to 15% on the same respective periods.
Furthermore, the Contribution for Social Security Financing, or "COFINS", is charged on financial income obtained by companies at a rate of 4% and a rate of 7.6% for non-financial income with the possibility of taking credit over some restricted expenses. The contribution from the Social Integration Program, or "PIS", also applies on financial income obtained by companies at a rate of 0.65% and 1.65% for non-financial income with the possibility of taking credit over some restricted expenses. As detailed below, PIS and COFINS will be superseded by a new VAT tax collection system, the implementation of which is scheduled to commence in 2027 following a multi-year transition period.
Lastly, the service revenue will currently be subject to Municipal Services Tax, or "ISS", at a rate varying between 2% and 5% depending on the type of service.
In January 2025, Brazil enacted Complementary Law No. 214 establishing a new value-added tax system through the creation of Federal Contribution on Goods and Services, or “CBS”, and State and Municipal Tax on Goods and Services, or “IBS”. Although the VAT framework introduces a multi-year transition period in which the full collection of CBS (replacing COFINS and PIS mentioned above) will occur in 2027 and the full collection of IBS (replacing ISS mentioned above) will occur in 2033, key elements — such as applicable tax rates and detailed implementation rules — remain pending, increasing complexity and uncertainty in our tax planning and forecasting.
Brazil has also adopted new transfer pricing rules aligned with the Organization for Economic Co-operation and Development (OECD) guidelines which may affect our intercompany transactions and overall tax position. However, several interpretative aspects are still subject to further regulatory development, which causes additional uncertainty in our tax planning and forecasting.
Additionally, Brazil implemented the OECD/G20 Pillar II rules effective January 1, 2025, introducing a 15% global minimum tax through the Qualified Domestic Minimum Top-up Tax (QDMTT). However, we do not expect the Pillar II rules to materially affect our effective tax rate.
Collectively, these reforms in Brazil may increase compliance costs, require adjustments to our operational or legal structure, divert management attention, and adversely impact our financial condition or results of operations.
In addition, our companies use tax benefits and incentives that may cease to exist or not be renewed, impacting our financial results. For example, the aforementioned Brazilian Complementary Law No. 224/2025 also reduced certain federal tax benefits and incentives by 10% starting in January 2026. This reduction does not affect the R&D tax incentives under Brazilian Law No. 11,196/05 ("Lei do Bem"), a relevant tax incentive which reduces our annual income tax expense. However, we cannot guarantee that the R&D benefit, as well as the other tax incentives mentioned herein will remain in place in future years or that we will continue to qualify for them.
Our interpretation of certain laws may be subject to review by domestic and foreign tax authorities, which may have adverse tax consequences. These reviews and audits may result in additional tax payments or the realization that assets, including deferred tax assets, might not be realized, thereby impacting our future tax expenses.
Brazilian government authorities at the federal, state and local levels are frequently considering changes in tax laws to cover budgetary shortfalls resulting from the recent economic downturn in Brazil. If enacted, such changes may harm our financial results by increasing our tax burden, increasing our tax compliance costs or otherwise affecting our financial condition, results of operations and cash flows.
Our companies in Mexico and Colombia have income tax as their main tax at rates of 30% and 35%, respectively. Our companies in Mexico and Colombia are also subject to VAT taxation under the general rates of 16% and 19%, respectively.
Changes in tax laws, regulations, related interpretations and tax accounting standards in Brazil, Mexico, Colombia, the Cayman Islands, the United States or any other jurisdiction in which we operate or may in the future operate may result in higher taxation of our business, which may significantly reduce our profits and cash flows from operations. In addition, the U.S. government has indicated the intent to propose significant changes to the U.S. tax system and has imposed tariffs, all of which may affect our business and our tax liabilities.
Furthermore, many countries are actively changing their tax laws applicable to corporate multinationals as part of an effort led by the OECD and the G20 to reform the international tax system, including legislation that could increase tax uncertainty and may result in significant increases in our tax obligations in certain jurisdictions. These changes could adversely affect our business, financial condition, and results of operations.
Also, it is not possible to precisely predict if and how potential changes may affect our business, but one or more states, municipalities or federal governments may seek to challenge the taxation or procedures applied to our transactions, and could impose taxes or additional reporting, record keeping or indirect tax collection obligations on our business. New taxes could also require us to incur substantial costs to capture data and collect and remit taxes. If such obligations were imposed, the additional costs associated with tax collection, remittance and audit requirements could have a material adverse effect on our business and financial results.
Finally, establishing a provision for income tax expense and filing returns requires us to make judgments and interpretations about the application of inherently complex tax laws, and in particular Brazilian income tax laws, which are subject to different interpretations by the taxpayer and relevant governmental taxing authorities. If the judgments, estimates and assumptions we use in preparing our tax returns/obligations are subsequently found to be incorrect, we could become involved in a dispute with the relevant authority, which in Brazil can involve prolonged evaluation periods and litigation before a final resolution is reached, and which introduces further uncertainty and risk with respect to our tax and related liabilities.
Litigation, proceedings or similar matters, or adverse facts and developments related thereto, could materially affect our business, financial condition and results of operations.
We have been, and may in the future be, party to significant legal, arbitration and administrative proceedings arising in the ordinary course of our business or from extraordinary corporate, tax or regulatory events, involving our employees, customers or suppliers, or environmental, competition, tax or other governmental matters, particularly with respect to civil, tax and labor claims, and in connection with conflicts of interest and lending activities. In view of the inherent difficulty of predicting the outcome of such legal matters, particularly where the claimants seek very large or indeterminate damages, or where the cases present novel legal theories, involve a large number of parties or are in the early stages of investigation or discovery, we cannot state accurately what the eventual outcome of these pending matters will be. The amount of our provisions in respect to these matters may be substantially less than the total amount of the claims asserted against us, and, in light of the uncertainties involved in such claims and proceedings, there is no assurance that the ultimate resolution of these matters will not significantly exceed the provisions recorded by us. As a result, the outcome of a highly uncertain matter may become material to our operating results. As of December 31, 2025, and 2024, we had provisions for taxes, other legal contingencies and other provisions of US$30.9 million and US$22.5 million, respectively.
Our indemnities and insurance coverage may not cover all claims that may be asserted against us and any claims asserted against us, regardless of merit or eventual outcome, may harm our reputation. Furthermore, there is no guarantee that we will be successful in defending ourselves in future proceedings or similar matters under various laws. Should the ultimate judgments or settlements in any proceeding or investigation significantly exceed our indemnity rights and insurance coverage, they could have a material adverse effect on our business, financial condition and results of operations and the price of our Class A ordinary shares. Further, even if we adequately defend our case in a proceeding or court action, we may have to set aside significant financial and management resources to settle issues raised by such proceedings, which could adversely affect our business. For more information see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings.”
Our operations could be adversely affected by labor actions, disputes and other labor-related disruptions in the countries in which we operate.
We are subject to risks under applicable federal, state and municipal labor laws and regulations of the countries in which we operate, including potential legal disputes related to unionization, collective bargaining rights and compensation and other benefits, various issues arising from union agreements, potential labor reclassifications, and strikes, among others. Labor laws and regulations are complex, broad in scope and are often vague and differ vastly across states, countries and businesses and may require us to make interpretations of such laws and regulations, which may involve subjective factors or judgments. Further, these laws and regulations are subject to continuing and evolving interpretation by regulatory agencies, administrative law judges and courts. New or different interpretations of existing requirements, new laws or regulations or the enforcement of existing or new laws and regulations could subject our current practices to allegations of impropriety or illegality, or require us to make changes in our operations, facilities, equipment, personnel, compensation services, or operating expenses to comply with evolving requirements. While we continuously monitor the conditions mentioned above and actively seek optimal alternatives to assess the feasibility of implementing any necessary changes, we cannot guarantee that we will be able to make any such changes in a cost-efficient manner or at all.
We are subject to regulatory and administrative inspection, examinations and investigations.
The financial and payments industries face substantial regulatory risks and litigation. Like many firms operating within the financial and payments industries, we are experiencing a difficult regulatory environment across our markets. Increased regulatory oversight of the financial and payments industries generally, new laws and regulations affecting the financial industry and ever-changing regulatory interpretations of existing laws and regulations have made this an increasingly challenging and costly regulatory environment in which to operate. In Brazil specifically, the current regulatory and tax enforcement environment reflects an increased supervisory focus on enforcement, combined with uncertainty about the evolution of the regulatory regime, and may lead to material operational and compliance costs.
We may from time to time be subject to inspections, examinations or investigations by regulatory authorities, which could result in the identification of matters that may require remediation activities or enforcement proceedings by a regulator. The direct and indirect costs of responding to these examinations could be significant, and any examinations, investigations or litigation could result in settlements, awards, injunctions, fines and penalties and could have an adverse effect on our ability to offer some of our products and services.
As the regulatory framework for artificial intelligence evolves, our business, financial condition and results of operations may be adversely affected.
The regulatory framework for artificial intelligence and machine learning technology has been rapidly evolving. The European Union's adoption of the AI Act, which stands as the world's first comprehensive set of laws governing AI technologies, marks a pivotal shift in regulatory standards. This legislation is expected to influence and shape forthcoming AI-related laws and regulations across various jurisdictions worldwide. It is possible that new laws and regulations will be adopted, or existing laws and regulations may be interpreted in new ways, that would affect the operation of our platform and the way in which we use artificial intelligence and machine learning technology, including with respect to fair lending laws. We are continuously monitoring regulatory developments and actively engaging with stakeholders to effectively manage any business risks associated with these changes and involving ongoing assessments and adjustments to our processes, ensuring that we meet legal and ethical standards across all regions where we operate. Further, the cost to comply with such laws or regulations could be significant and would increase our operating expenses, which could adversely affect our business, financial condition and results of operations. However, non-compliance could also negatively impact our reputation as well as our brand and customers’ trust in us.
The integration of artificial intelligence tools into our operations presents significant intellectual property challenges. Determining intellectual property for artificial intelligence-generated content remains ambiguous, which may potentially lead to infringement claims. Using third-party artificial intelligence tools raises concerns about the origin of data and algorithms, which may lead to intellectual property infringements that could inadvertently implicate us. Artificial intelligence tools might also unintentionally access or use copyrighted materials, heightening our exposure to intellectual property disputes. As artificial intelligence tools continue to evolve, ensuring protection against intellectual property infringements becomes progressively more challenging.
We may face restrictions and penalties under the Brazilian Consumer Protection Code.
Brazil has a series of strict consumer protection statutes, collectively known as the Consumer Protection Code (Código de Defesa do Consumidor), that are intended to safeguard consumer interests and that apply to all companies in Brazil that supply products or services to Brazilian consumers. These consumer protection provisions include protection against misleading and deceptive advertising, protection against coercive or unfair business practices and protection in the formation and interpretation of contracts, usually in the form of civil liabilities and administrative penalties for violations. These penalties are often levied by the Brazilian Consumer Protection Agencies (Fundação de Proteção e Defesa do Consumidor, or “PROCONs”), which oversee consumer issues on a district-by-district basis. Companies that operate across Brazil may face penalties from multiple PROCONs, as well as the National Secretariat for Consumers (Secretaria Nacional do Consumidor, or “SENACON”). Companies may settle claims made by consumers via PROCONs by paying compensation for violations directly to consumers and through a mechanism that allows them to adjust their conduct, called a conduct adjustment agreement (Termo de Ajustamento de Conduta, or “TAC”). Brazilian Public Prosecutor Offices may also commence investigations related to consumer rights violations and this TAC mechanism is also available for them. Companies that violate TACs face potential automatic fines. Brazilian Public Prosecutor Offices may also file public civil actions against companies in violation of consumer rights, seeking strict observation of the consumer protection law provisions and compensation for the damages consumers may have suffered. As of December 31, 2025, we had approximately 32,703 active proceedings with PROCONs and small claims courts relating to consumer rights. To the extent customers file such claims against us in the future, we may face reduced revenue due to refunds and fines for non-compliance that could negatively impact our results of operations.
We expect that there will be additional proposed and adopted laws, regulations and industry standards concerning consumer protection in the jurisdictions in which we operate and jurisdictions into which we intend to expand in the future, including in Mexico and Colombia and elsewhere in Latin America.
Changes in international trade policies or the emergence of a trade war may have an adverse effect on our business.
Due to our dependence upon the performance of the economies in which we do business and the interconnectedness of the global economy, policy changes in one area of the world can have an immediate and material adverse impact on markets around the world. Changes in international trade policies, including: (i) changes to existing trade agreements; (ii) greater restrictions on free trade generally; and (iii) significant increases in customs duties and tariffs on goods imported into the United States and reciprocal actions by other countries, can adversely affect the economy of the countries where we operate and consequently our financial condition and operating results.
Recently, the U.S. has implemented a range of new tariffs and increases to existing tariffs. In response to the tariffs announced by the U.S., other countries have imposed, are considering imposing, and may in the future impose new or increased tariffs on certain exports from the United States. There is currently significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulations and tariffs, and we cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future. Tariffs, or the threat of tariffs or increased tariffs, could have a significant negative impact on certain businesses (either due to domestic businesses’ reliance on imported goods or dependence on access to foreign markets, or foreign businesses’ reliance on sales into the United States). In addition, retaliatory tariffs could have a significant negative impact on foreign businesses that rely on imports from the United States, and domestic businesses that rely on exporting goods internationally. The impact of these potential tariffs on our business and financial condition, if any, is subject to a number of factors that are not yet known, including the effective date and duration of such tariffs, the scope and nature of any tariffs, the amount of any tariffs, any countermeasures that the target countries may take in response to such tariffs. Given the significance of the commercial relationships between the United States and the countries where we operate, in particular Brazil, Mexico and Colombia, this situation may impact inflation trends and economic activity and can result in additional uncertainty and volatility in international markets, which could negatively affect our financial condition and results of operations.
In addition to potential increases in customs duties and tariffs in the United States and other countries, the United States-Mexico-Canada Agreement ("USMCA") is subject to renewal in 2026. There can be no assurance that any newly negotiated terms in the USMCA will not adversely affect our business.
If all regulatory approvals are received to establish and operate a national bank in the United States,
we will become subject to additional supervision, regulation and compliance obligations in the
United States, which may increase our costs and operational complexity and could adversely affect
our business, financial condition and results of operations.
In January 2026, we received preliminary conditional approval from the OCC for the formation of Nubank, N.A. (In Organization). Final OCC approval is subject to a number of preopening requirements. In addition, we filed an application to the FDIC to obtain deposit insurance for Nubank, N.A. (In Organization) and plan to file related applications with the Federal Reserve. If all regulatory approvals are received and Nubank, N.A. (In Organization) commences operations as a U.S. insured depository institution, our U.S. operations will become subject to supervision, regulation and examination by the U.S. federal banking authorities, including the Federal Reserve, OCC and FDIC. These regulators would have broad supervisory, examination and enforcement authority over our U.S. activities, including authority to review our capital, liquidity, governance, internal controls, compliance systems, affiliate transactions and financial condition, and to require corrective actions or impose operational limitations.
Operating a U.S. bank is subject to extensive and evolving legal and regulatory requirements that are designed primarily to protect depositors and the U.S. financial system rather than shareholders. These requirements may restrict the scope of activities that we may conduct in the United States, limit certain transactions between Nubank, N.A. (In Organization) and its affiliates, require the maintenance of specified capital and liquidity levels and impose reporting, examination and compliance obligations. Compliance with these requirements may require us to dedicate significant management attention and financial resources and may increase our overall regulatory risk profile.
We have incurred, and expect to continue to incur, additional legal, compliance, technology, risk
management and personnel costs in preparation for operating a U.S. regulated banking subsidiary, and such costs may increase if all regulatory approvals are received or if regulatory expectations change. U.S. banking laws, regulations and supervisory guidance are subject to modification and evolving interpretation, and new requirements could result in additional compliance burdens, operational adjustments or limitations on our planned U.S. activities. Any failure, or perceived failure, to comply with applicable U.S. banking requirements could result in supervisory actions, restrictions on our U.S. operations, monetary penalties or reputational harm. While we expect our U.S. banking operations to be incremental to our broader international business in the short term, these regulatory obligations could nevertheless adversely impact our reputation and our business, require us to expend significant funds for remediation and expose us to litigation and other potential liability.
Risks Relating to the Countries in Which We Operate
Exchange rate and interest rate instability may have a material adverse effect on the economies of the countries in which we operate and the price of our Class A ordinary shares
The currencies of the countries in which we operate, most notably Brazil, Colombia and Mexico, have experienced frequent and substantial variations in relation to the U.S. dollar and other foreign currencies. In particular, the Brazilian government has implemented various economic plans and used various exchange rate policies to stabilize the real, including sudden devaluations, periodic mini-devaluations (during which the frequency of adjustments has ranged from daily to monthly), exchange controls, dual exchange rate markets and a floating exchange rate system, which plans and policies have had varying degrees of success. Exchange rate volatility could cause our costs to increase relative to our revenue, given that around 26.9% of our costs in the year ended December 31, 2025 were directly or indirectly linked to the U.S. dollar, whereas the majority of our revenue was denominated in reais.
Further, given that a majority of the revenue generated by our operations is denominated in reais, any revenue growth that we may experience may not be sufficient to offset adverse exchange rate fluctuations. Although long-term depreciation of the real is generally linked to the rate of inflation in Brazil, depreciation of the real occurring over shorter periods of time has resulted in significant variations in the exchange rate among the real, the U.S. dollar and other currencies. For further information, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Exchange Rates.”
Depreciation of the real relative to the U.S. dollar has historically been associated with additional inflationary pressures in Brazil, which in turn can lead to increases in interest rates, limit Brazilian companies’ access to foreign financial markets and prompt the adoption of recessionary policies by the Brazilian government. Depreciation of the real may also, in the context of an economic slowdown, lead to decreased consumer spending, deflationary pressures and reduced growth of the Brazilian economy as a whole, and thereby harm our asset base, financial condition and results of operations. Additionally, depreciation of the real would make our foreign-currency-linked obligations and funding more expensive, negatively affect the market price of our securities portfolios and have similar consequences for our borrowers. Conversely, appreciation of the real relative to the U.S. dollar and other foreign currencies would lead to a deterioration of the Brazilian balance of payments, as well as dampen export-driven growth. Depending on the circumstances, either depreciation or appreciation of the real could materially and adversely affect the growth of the Brazilian economy and our business, financial condition and results of operations.
Disruption or volatility in global financial and credit markets could adversely affect the financial and economic environment in the countries in which we operate, most notably Brazil, Colombia and Mexico, which could have a material adverse effect on our business, financial condition and results of operations.
Our operations are dependent upon the performance of the economies in which we do business, and Latin American economies in particular. Crises and volatility in the financial markets of countries other than Brazil may affect the global financial markets and the Brazilian economy and may have a negative impact on our operations.
As an example, global geopolitical developments have continued to contribute to uncertainty in international economic conditions, financial markets and trade dynamics. In particular, the current United States administration has initiated and expanded trade barrier measures, including the imposition or proposal of tariffs and other restrictions on certain imported products, which has increased uncertainty surrounding international trade flows, global supply chains and cross-border investment. The continuation or expansion of such trade measures could adversely affect global economic stability, financial markets and economic growth in both developed and emerging markets. More recently, renewed hostilities involving Israel, Iran and the United States, together with continued instability in Gaza and related disruptions affecting commercial shipping routes and regional security dynamics, have further heightened uncertainty in the Middle East. These developments have contributed to volatility in energy prices, shipping and insurance costs, sanctions and trade measures, and broader diplomatic and economic uncertainty in the region. The ongoing military conflict between Russia and Ukraine continues to influence global political risk and sanctions regimes, and has maintained elevated levels of international stress, including through impacts on defense policy and strategic alignments. In 2025 and into 2026, geopolitical risks have also been reflected in broad increases in global military expenditure by developed and emerging nations, which may exacerbate uncertainties in global security, diplomatic relations and government budget priorities. Heightened militarization and geopolitical competition could increase volatility in political risk perceptions and economic planning. Further, developments in Venezuela following the arrest of President Nicolás Maduro by United States forces have added political and economic uncertainty in Latin America, with impacts on diplomatic relations, oil export dynamics and broader regional stability still unfolding. These and other geopolitical factors could disrupt global economic activity, investment decisions and market sentiment, and may adversely affect economic conditions in the countries where we operate, which in turn could negatively impact our business, financial condition and results of operations.
Volatility and uncertainty in global financial and credit markets have generally led to a decrease in liquidity and an increase in the cost of funding for Brazilian and international issuers and borrowers. Such conditions may adversely affect our ability to access capital and liquidity on financial terms that are acceptable, if at all. If we are unable to access capital and liquidity on financial terms acceptable to us or at all, our financial condition and the results of our operations may be adversely affected. In addition, the economic and market conditions of other countries, including the United States, countries in the EU and emerging markets, may affect the volume of foreign investments in Brazil. If the level of foreign investment declines, our access to capital may likewise decline, which could negatively affect our business, ability to take advantage of strategic opportunities and, ultimately, the trading price of our Class A ordinary shares.
Further, the demand for credit and financial services, as well as our customers’ ability to make payments and deposits, is directly impacted by macroeconomic variables, such as economic growth, income, unemployment rates, inflation and fluctuations in interest and foreign exchange rates. Disruptions and volatility in the global financial markets may have significant consequences in the countries in which we operate, such as volatility in the prices of securities, interest rates and foreign exchange rates. Higher uncertainty and volatility may result in a slowdown in the credit market and the economy, which, in turn, could lead to higher unemployment rates and a reduction in the purchasing power of consumers. Such events may significantly impair our customers’ ability to perform their obligations and increase overdue or non-performing loans, resulting in an increase in the risk associated with our lending activity.
Governments have exercised, and continue to exercise, significant influence over the economy in the countries in which we operate. This influence, as well as political and economic conditions in the countries in which we operate, could harm our business, financial condition and results of operations and the price of our Class A ordinary shares.
Governments in many of the markets in which we currently, or may in the future, operate frequently exercise significant influence over their respective economies and occasionally make significant changes in policy and regulations. Government actions to control inflation and other policies and regulations have often involved, among other measures, increases or decreases in interest rates, changes in fiscal policies, wage and price controls, foreign exchange rate controls, blocking access to banking accounts, currency devaluations, capital controls and import and export restrictions. We have no control over and cannot predict what measures or policies governments may take in the future. Our business and the market price of our Class A ordinary shares may be harmed by changes in government policies, as well as general economic factors, including, without limitation:
| ● | growth or downturn of the relevant economy; |
| ● | interest rates and monetary policies; |
| ● | exchange rates and currency fluctuations; |
| ● | liquidity of the domestic capital and loan markets; |
| ● | import and export controls; |
| ● | exchange controls and restrictions on remittances abroad and payments of dividends; |
| ● | modifications to laws and regulations according to political, social and economic interests; |
| ● | fiscal policy, and changes in tax laws; |
| ● | economic, political and social instability, including general strikes and mass demonstrations; |
| ● | labor and social security regulations; |
| ● | energy and water shortages and rationing; |
| ● | the outbreak of any communicable diseases or any other public health crises; |
| ● | other political, diplomatic, social and economic developments in or affecting the countries in which we operate. |
Uncertainty over whether Brazil and other Latin American governments will implement reforms or changes in policy or regulation affecting these or other factors in the future may affect economic performance and contribute to economic uncertainty in Latin America, which may have an adverse effect on our activities and consequently our results of operations, and may also adversely affect the trading price of our Class A ordinary shares.
In particular, Latin America’s political environment has historically influenced, and continues to influence, the performance of the region’s economy. Political crises have affected and continue to affect the confidence of investors and the general public, which have historically resulted in economic deceleration and heightened volatility in the securities offered by companies with significant operations in Brazil and other Latin American countries. The recent economic instability in Latin America has contributed to a decline in market confidence in the Latin American economies as well as to a deteriorating political environment.
As has been true in the past, the current political and economic environment in Brazil, Mexico, Colombia, and certain other Latin American countries has and is continuing to affect the confidence of investors and the general public, which has historically resulted in economic deceleration and heightened volatility in the securities offered by companies with significant operations in such countries, which may adversely affect us and our Class A ordinary shares. As Brazil approaches presidential elections scheduled for October 2026, uncertainty regarding the outcome of the elections and future economic and regulatory policies may further increase volatility in the market price of securities issued by companies with businesses in Latin American countries, including our securities, which may adversely affect our business.
Changes made by the Central Bank of Brazil in the basic interest rate could materially adversely affect our operating results and financial condition.
Our business is conducted primarily in Brazil, where the Monetary Policy Committee of the Central Bank of Brazil, or “COPOM”, sets the target basic interest rate for the Brazilian banking system and makes changes in this rate as an instrument of monetary policy. The basic interest rate is the adjusted average rate of daily financing calculated in the Special System for Settlement and Custody, or “SELIC”, for federal bonds. Variations in the basic interest rate can be harmful to us, causing, among other effects, a reduction in the demand for our credit and investment products, an increase in the cost of raising funds and the risk of default by our customers, all of which could adversely affect us.
Political instability in Brazil, Mexico and Colombia may adversely affect our business, results of operations and the trading price of our shares.
Latin American economic, political and social conditions may adversely affect our business. In 2022, the Latin America region underwent political and governmental shifts towards anti-capitalist political agendas. In the countries where we operate (Brazil, Mexico and Colombia), the changes of government have generated greater uncertainty about their economic and social stability. Our financial performance may be significantly affected not only by general economic, political and social conditions in Brazil but also in other markets where we operate or intend to operate, including Mexico and Colombia.
Brazil
Brazil has experienced continued political polarization in recent years. President Luiz Inacio Lula da Silva, or "Lula," began his current term in January 2023, and early in his administration Brazil faced severe civil unrest, including the January 8, 2023 attacks on federal government buildings in Brasilia. While Brazil’s institutions have continued to function, legal proceedings related to those events have continued and have resulted in a large number of convictions, reflecting both ongoing institutional response and continued political sensitivities.
Following this episode, the new administration secured a broad congressional coalition. In February 2025, new presidents were elected for both the Chamber of Deputies and the Federal Senate. The new congressional leadership may influence legislative priorities and the regulatory environment, potentially leading to policy shifts that could affect our business activities.
The president of Brazil has the power to determine policies and issue governmental acts related to the Brazilian economy that affect the operations and financial performance of companies, including us. For example, through the CMN and the Central Bank of Brazil, the Brazilian government introduces measures that affect liquidity, financing strategy, loan growth or even our profitability, as well as the solvency of our clients and end consumers.
Within the scope of his responsibilities as president of Brazil, Lula has appointed Gabriel Galípolo as the new president for the Central Bank of Brazil for a four-year term, starting in January 2025.The Central Bank of Brazil holds formal independence; however, as this position holds significant influence over monetary policy and financial regulation within the country, changes in leadership can result in shifts in policy direction. We cannot predict which policies the new president will adopt or if these policies or changes in current policies may have an adverse effect on us or the Brazilian economy and regulatory landscape.
As in recent elections, which were decided by narrow margins, forecasts regarding the outcome of the upcoming presidential election to be held in October 2026 are subject to a high degree of uncertainty. In addition, it is not possible to anticipate with confidence whether potential changes in economic policy, fiscal priorities, regulatory approaches or broader political stability may adversely affect the Brazilian economy and, consequently, our business and results of operations.
Mexico
Mexican political events may also affect our business operations. In Mexico, changes to the political direction of the country have been a point of interest for investors when defining their strategies. Significant changes in laws, public policies and/or regulations could affect Mexico’s political and economic situation, which could, in turn, adversely affect our business.
The current President’s political party and its allies continue to hold a majority in the Chamber of Deputies (Cámara de Diputados) and the Senate (Senado de la República), as well as strong influence in a majority of local legislatures. The federal administration retains significant power to implement substantial changes in law, policy, and regulations in Mexico, including constitutional reforms. In this context, while the Mexican market has remained resilient and stable, initiatives advanced in recent years, including reforms affecting the judiciary, independent institutions and regulatory frameworks, have contributed to increased uncertainty regarding the predictability of the legal and regulatory environment, and such changes could adversely affect our business, results of operations, financial condition, and prospects.
We cannot predict whether potential changes in Mexican governmental fiscal, monetary or economic policy or the manner in which existing policies are implemented or enforced, will adversely affect Mexico’s economic conditions or the sector in which we operate. We cannot provide any assurances that political developments in Mexico, over which we have no control, will not have an adverse effect on our business, results of operations, financial condition, and prospects.
Should the government's agenda result in social and political instability, our business, financial condition, and results of operations, as well as market conditions and prices of our securities could be adversely affected. These and other future developments in the Mexican political or social environment may cause disruptions to our business operations and decreases in our sales and net income.
Colombia
Colombia has experienced recurring periods of social and political tension in recent years. While large-scale nationwide protests have been less frequent, localized demonstrations and labor actions have continued to occur, reflecting ongoing concerns regarding economic conditions, inequality, public security and proposed structural reforms.
During 2025, political and institutional uncertainty in Colombia has increased as President Gustavo Petro has continued to pursue structural reform initiatives following legislative setbacks in prior years. In particular, renewed efforts to advance labor and health care reforms, as well as discussions regarding pension and fiscal measures, have contributed to uncertainty regarding the direction, timing and scope of future policy changes. In addition, security conditions in certain regions of Colombia have deteriorated. During 2025, ceasefire arrangements with certain illegal armed groups weakened or were suspended, and incidents of violence increased in specific areas, raising concerns regarding public security, infrastructure and economic activity. These developments may adversely affect business confidence and investment decisions.
Escalating diplomatic tensions between the United States and Colombia have strained bilateral relations. In September 2025 the U.S. State Department revoked the U.S. visa of Colombian President Gustavo Petro after he participated in a protest in New York and publicly urged U.S. military personnel to disobey orders, and the U.S. Treasury Department subsequently imposed targeted sanctions on President Petro and certain Colombian officials amid broader policy disagreements. Although broader economic sanctions against Colombia did not materialize, these actions marked a significant deterioration in relations.
We cannot predict the policies that will ultimately be adopted by the Colombian government or whether those policies, or the government’s response to evolving political, economic or social conditions, will have a negative impact on the Colombian economy or our business and financial performance. Our Colombian operations could be adversely affected by rapidly changing political, economic and social conditions.
We cannot predict the policies that will ultimately be adopted by the Colombian government or whether those policies or the government’s response to economic, political or social developments will have a negative impact on the Colombian economy or our business and financial performance. Our Colombian operations could be adversely affected by rapidly changing, political, economic and social conditions in Colombia.
Developments and changes in investors’ perception of risk in other countries, especially in the United States, Europe and other emerging countries, may materially and adversely affect the Brazilian economy and the market value of Brazilian securities, including our Class A shares.
The market value of securities issued by Brazilian companies is influenced, to varying degrees, by economic and market conditions in other countries, including countries in Latin America, Asia, Europe, and the United States. Investors’ reactions to developments in these other countries may have an adverse effect on the market value of securities of Brazilian companies. Recent political uncertainty in Latin America, including developments in Venezuela following the arrest of President Nicolás Maduro by United States authorities, has contributed to increased regional risk perception and market volatility. Crises in Brazil and in these countries may reduce investor interest in securities issued by Brazilian companies, including securities issued by us. In the past, the development of adverse economic conditions in other countries considered as emerging markets resulted, in general, in the outflow of investments and, consequently, in the reduction of external resources invested in Brazil. Any of the events mentioned above could affect the market value of the securities issued by us, in addition to making it difficult for us to access the capital market and finance our operations in the future, in acceptable or absolute terms.
The levels of economic growth in the countries where we operate have a material impact on our business, financial condition and results of operations.
Our performance depends on the overall health and growth of the economies in the countries in which we operate. Brazilian GDP growth has fluctuated over the past years, growing, 3.2% in 2023, 3.4% in 2024 and 2.3% in 2025 according to the most recent and reviewed data from IBGE. Growth is limited by inadequate infrastructure, including potential energy shortages and deficient transportation, logistics and telecommunication sectors, general strikes, the lack of a qualified labor force and the lack of private and public investments in these areas, which limit productivity and efficiency. Any of these factors could lead to labor market volatility and generally impact income, purchasing power and consumption levels, which could limit growth and ultimately have a material adverse effect on us.
Due to our increasingly growing operations in Mexico and Colombia, our business, financial condition and/or results of operations may be affected by general economic conditions, depreciations or devaluations of the Mexican peso and Colombian peso against the U.S. dollar, price volatility, inflation, interest rates, changes in taxation and regulation, crime rates and other economic, political or social developments in or affecting these countries, over which we have no control.
According to the Mexican National Institute of Statistics and Geography (Instituto Nacional de Estadística y Geografía – INEGI), in 2023, 2024 and 2025 the Mexican GDP grew 3.3%, 1.5% and 0.6% respectively. Moreover, in the past, Mexico has experienced economic crises and prolonged periods of slow economic growth, caused by internal and external factors over which we have no control. We cannot give any assurance that those conditions will not return in the future or that, if they do, they will not have a material adverse effect on our business, financial condition and/or result of operations.
According to the National Administrative Department of Statistics (DANE), in 2023, 2024 and 2025 the Colombian GDP grew 0.7%,1.5% and 2.6% respectively. Inflation in Colombia can negatively impact our business as we may not be able to pass through price increases to our customers, which could negatively impact our financial results.
The surge of inflation in recent years and measures to bring inflation down have affected the economies and capital markets in some of the countries in which we operate, including Brazil, Mexico and Colombia, and high levels of inflation in the future could harm our business and the price of our Class A ordinary shares.
Since the pandemic, high levels of inflation have adversely affected the economies and capital markets of some of the countries in which we operate. To fight the increased inflation, governments and central banks have taken measures to maintain price stability. Such measures involved restrictive monetary policies and high interest rates that have limited the availability of credit and economic growth.
The current economic environment in Brazil of high interest rates and the implementation of an uncertain fiscal adjustment plan presents a scenario of uncertainty that could potentially impact our operations and financial performance. The Brazilian government has yet to present a credible fiscal adjustment plan. Limited measures to cut spending may not be sufficient to control the fiscal deficit, and potential tax increases could stifle economic growth. These factors collectively create a scenario of unpredictability that may affect our financial condition, results of operations, and strategic planning.
According to Brazil’s Broad Consumer Price Index (Índice Nacional de Preços ao Consumidor Amplo, or the “IPCA index”), Brazil recorded inflation of 4.26% in 2025, 4.83% in 2024, and 4.62% in 2023. Measures adopted by the Central Bank of Brazil to control inflation have included the maintenance of a restrictive monetary policy with high interest rates, thereby limiting the availability of credit and reducing economic growth. The official interest rate (Selic) is set by the Monetary Policy Committee, or “COPOM,” formed by the Governor and Deputy-Governors of the Central Bank of Brazil, every 45 days. The Selic reached 13.75% on August 3, 2022, due to concerns with inflationary pressures. On August 2, 2023, the Selic rate was reduced to 13.25%, then successively further reduced until reaching 10.50% on May 8, 2024, where it remained until September, 2024, when this trend was reversed and the Selic rate was raised to 10.75%. Subsequently, the Selic rate was then successively increased reaching 15% on June 18, 2025. As of the date of this annual report, the Selic rate was 15.00%.
Likewise, the Mexican economy has been characterized by high interest rates in both real and nominal terms. In 2025 and 2024, the average interest rate for 28-day Mexican Treasury bills (CETES) was approximately 8.11% and 10.7% per year, respectively. The Mexican peso exchange rate experienced significant depreciation in 2025 as compared to 2024, with average exchange rates of 19.2 in 2025 as compared to an average of 18.3 Mexican pesos per U.S. dollars in 2024.
The average annual rate of inflation in Colombia for the past ten years has been 5.69%. As reported by the National Statistics Department (DANE), the variation of annual consumer price index, the measure of inflation, for the year ended December 31, 2025 was 5.1%, slightly below the 5.2% for the year ended December 31, 2024, above the 2-4% range set by the Colombian Central Bank as its goal. Consistent with its target Inflation mechanism, the Central Bank uses its overnight policy rate to control inflation expectations, by reducing the aggregate demand of the economy.
Higher interest rates may increase our borrowing costs and affect our ability to finance operations and invest in growth opportunities. The depreciation of the Brazilian real, Mexican peso, or Colombian peso could lead to higher operational expenses, especially if we rely on imported goods or services priced in foreign currencies.
Any future measures adopted by the governments of the countries in which we operate, including a reduction in interest rates, intervention in the exchange market or the implementation of mechanisms to adjust or determine the value of the relevant local currency, may trigger inflation, adversely affecting the overall performance of the relevant country’s economy. If Brazil, Mexico, or Colombia face significant inflation or deflation, we and our ability to meet our obligations may be adversely affected. These pressures could also affect our access to international financial markets. If the countries in which we operate experience high inflation in the future, we may be unable to adjust the prices we charge our customers in order to offset the effects of inflation on our cost structure, which could increase our costs and reduce our operating margins.
Moreover, in the event of increased inflation, governments may choose to significantly increase official interest rates. The increase in interest rates may affect not only the cost of our new borrowings and financing, but also the cost of our current indebtedness, as well as our cash and cash equivalents, securities and lease agreements payable, which are subject to interest rates. Such events would likely materially adversely affect our results of operations.
Any further downgrading of Brazil’s credit rating could depress the trading price of our Class A ordinary shares.
We may be harmed by investors’ perceptions of risks related to Brazil’s sovereign debt credit rating. Rating agencies regularly evaluate Brazil and its sovereign credit ratings, which are based on a number of factors including macroeconomic trends, fiscal and budgetary conditions, indebtedness metrics and the potential for changes in any of these factors.
Beginning in 2015, rating agencies initiated a series of reviews of Brazil's sovereign credit rating, which resulted in the loss of Brazil's investment grade status and multiple downgrades across the major agencies. Since then, Brazil's sovereign credit ratings have remained below investment grade, despite periods of stabilization and selective upgrades that reflected, among other factors, Brazil's external position, monetary policy credibility and expectations of gradual fiscal adjustment:
| ● | Standard & Poor's downgraded Brazil to below investment grade beginning in 2015. The agency has since taken rating actions reflecting changes in macroeconomic and fiscal conditions, and as of June 5, 2025, Brazil was rated BB with a stable outlook.
|
| ● | Moody's downgraded Brazil to below investment grade beginning in 2015. While Moody's has implemented rating and outlook actions over time, Brazil remains below investment grade and, as of May 30, 2025, Brazil was rated Ba1 with a stable outlook. |
| ● | Fitch downgraded Brazil to below investment grade beginning in 2015, reflecting in part fiscal and macroeconomic conditions. Fitch has since taken actions reflecting changes in economic and policy conditions, and as of June 25, 2025, Brazil was rated BB with a stable outlook. |
With Brazil’s sovereign credit rated below investment grade by the major rating agencies, the prices of securities offered by companies with significant operations in Brazil have been negatively affected. A worsening of the fiscal conditions or continued political uncertainty, among other factors, could lead to further ratings downgrades. Any further downgrade of Brazil’s sovereign credit ratings could heighten investors’ perception of risk and, as a result, cause the trading price of our Class A ordinary shares to decline.
Allegations of corruption against the government, politicians, and the private sector in the countries where we operate could create economic and political uncertainty and could expose us to additional credit risk.
Allegations of corruption against the government, politicians, and the private sector in the countries where we operate could create economic and political uncertainty. For example, findings or convictions of illicit conduct committed by such entities, including government personnel, or alleged wrongdoings, could have adverse effects on the political and economic stability of the countries where Nu operates. These adverse political and economic effects may negatively impact our business, by depressing business volumes, reducing our ability to recover amounts we have lent to persons or projects involved in illicit or allegedly illicit conduct.
Risks Relating to Our Class A Ordinary Shares
An active trading market for our Class A ordinary shares may not be sustainable. If an active trading market is not maintained, you may not be able to sell your shares and you could lose a significant part of your investment.
Although our Class A ordinary shares are listed and traded on NYSE, an active trading market for our shares may not be maintained. If an active market for our Class A ordinary shares is not sustained, you may have difficulty selling any of our Class A ordinary shares that you buy. Further, the market price of our Class A ordinary shares may be materially and adversely affected if an active trading market is not maintained.
The market price of our Class A ordinary shares may be influenced by many factors, some of which are beyond our control, including:
| ● | announcements by us or our competitors of significant developments; |
| ● | technological innovations by us or competitors; |
| ● | the failure of financial analysts to cover our Class A ordinary shares or changes in financial estimates by analysts; |
| ● | changes in financial estimates by financial analysts, or any failure by us to meet or exceed any of these estimates, or changes in the recommendations of any financial analysts that elect to follow our Class A ordinary shares or the shares of our competitors; |
| ● | actual or anticipated variations in our operating results; |
| ● | future sales of our shares; and |
| ● | investor perceptions of us and the industries in which we operate. |
In addition, the stock market in general has experienced substantial price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of particular companies affected. These broad market and industry factors may materially harm the market price of our Class A ordinary shares, regardless of our operating performance. In the past, following periods of volatility in the market price of certain companies’ securities, securities class action litigation has been instituted against these companies. This litigation, if instituted against us, could adversely affect our financial condition or results of operations.
Our founding shareholder and CEO David Vélez owns 88.3% of our outstanding Class B ordinary shares, which represents 74.3% of the voting power of our issued share capital. This concentration of ownership and voting power may limit your ability to influence corporate matters.
David Vélez, our founding shareholder, chairman and chief executive officer, continues to control our Company through his beneficial ownership of 88.3% of our outstanding Class B ordinary shares, and consequently, 74.3% of the combined voting power of our issued share capital. Our Class B ordinary shares are entitled to 20 votes per share and our Class A ordinary shares are entitled to one vote per share. Our Class B ordinary shares are convertible into an equivalent number of Class A ordinary shares. As a result, so long as David Vélez beneficially owns 59.4%% of the outstanding Class B ordinary shares, even if he beneficially owns significantly less than 50% of our outstanding share capital, he will be able to effectively control our decisions and will be able to elect a majority of the members of our board of directors. David Vélez will also be able to direct our actions in areas such as business strategy, financing, distributions, acquisitions and dispositions of assets or businesses, and may cause us to make acquisitions that increase the amount of our indebtedness or number of outstanding Class A ordinary shares, sell revenue-generating assets or inhibit change of control transactions that may benefit other shareholders. In addition, we have entered into a Shareholder’s Agreement with David Vélez pursuant to which we have granted him the right to nominate directors to our board and committees, rights to information, and rights to approve certain of our corporate actions. See “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management —Shareholder’s Agreement.” The decisions of David Vélez on these matters may be contrary to your expectations or preferences, and they may take actions that could be contrary to your interests. For further information regarding shareholdings in our company, see “Item 7. Major Shareholders and Related-Party Transactions—A. Major Shareholders”.
We have granted the holders of our Class B ordinary shares preemptive rights to acquire shares that we may sell in the future, which may impair our ability to raise funds.
Under our Memorandum and Articles of Association, the holders of our Class B ordinary shares are entitled to preemptive rights to purchase additional ordinary shares in the event that there is an increase in our share capital and additional ordinary shares are issued, upon the same economic terms and at the same price, in order to maintain their proportional ownership interests, which is approximately 25.0% of our outstanding shares. The exercise by holders of our Class B ordinary shares of their preemptive rights may impair our ability to raise funds, or adversely affect the terms on which we are able to raise funds, as we may not be able to offer to new investors the quantity of our shares that they may desire to purchase. For more information see “Item 10. Additional Information—B. Memorandum and Articles of Association—Ordinary Shares—Preemptive or Similar Rights”.
Future sales of a substantial number of our Class A ordinary shares or the perception that such sales could occur, could cause the price of our Class A ordinary shares to decline.
The market price of our Class A ordinary shares could decline as a result of substantial sales of our Class A ordinary shares, particularly sales by our directors, executive officers and significant shareholders, a large number of Class A ordinary shares becoming available for sale or the perception in the market that such sales could occur. As of December 31, 2025, we have approximately 3,833,072,934 Class A ordinary shares outstanding, and 1,022,600,698 Class B ordinary shares outstanding. The Class A ordinary shares are freely tradable without restriction or further registration under the Securities Act by persons other than our affiliates within the meaning of Rule 144 of the Securities Act.
Our shareholders or entities controlled by them or their permitted transferees are able to sell their Class A ordinary shares, in the public market from time to time without registering them, subject to certain limitations on the timing, amount and method of those sales imposed by regulations promulgated by the SEC, as applicable. If any of our shareholders, the affiliated entities controlled by them or their respective permitted transferees were to sell a large number of their Class A ordinary shares, the market price of our Class A ordinary shares may decline significantly. In addition, the perception in the public markets that sales by them might occur may also cause the trading price of our Class A ordinary shares to decline.
Sales of a substantial number of our Class A ordinary shares, or the perception that such sales may occur, could cause the trading price of our Class A ordinary shares to fall or make it more difficult for you to sell your Class A ordinary shares at a time and price that you deem appropriate.
Our Memorandum and Articles of Association and the Shareholder’s Agreement contain anti-takeover provisions, and the Central Bank of Brazil imposes certain restrictions and requirements, which may discourage a third-party from acquiring us and adversely affect the rights of holders of our Class A ordinary shares.
Our Memorandum and Articles of Association and the Shareholder’s Agreement contain certain provisions that could limit the ability of others to acquire control of our company, including provisions that:
| ● | authorize our board of directors to issue, without further action by the shareholders, undesignated preferred shares with terms, rights and preferences determined by our board of directors that may be senior to our Class A ordinary shares; |
| ● | institute a staggered board of directors and restrictions on our shareholders to fill a vacancy on the board of directors; |
| ● | impose advance notice requirements for shareholder proposals; |
| ● | limit our shareholders’ ability to call special meetings; |
| ● | require approval from the holders of at least two-thirds in voting power of all outstanding shares entitled to vote thereon to amend a provision of our Memorandum and Articles of Association; |
| ● | condition any change of control of our company on the consent of the holders of a majority of the Class B ordinary shares in issue; and |
| ● | provides our founding shareholder, David Vélez, so long as our founding shareholder and his affiliates beneficially own shares accounting for at least 40% of the voting power of our issued share capital, the ability to designate a majority of the members of our board of directors, as described in “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management —Shareholder’s Agreement.” |
These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also make it more difficult for you and other shareholders to elect directors of your choosing and cause us to take other corporate actions that you desire.
In addition, certain of our subsidiaries are Brazilian financial institutions (including Nu Financeira and Nu Investimentos) and certain are Brazilian payment institutions (including Nu Pagamentos), all of which are regulated by the Central Bank of Brazil. Any proposed change of control of a financial or payment institution must be submitted to and conditioned upon approval from the Central Bank of Brazil. Further, if a person that is not the controlling shareholder of such an institution acquires more than 15% of the voting equity capital or more than 10% of the total equity capital of a financial or payment institution, directly or indirectly (in each case, a “Qualified Equity Participation”), any such acquisition must be submitted to the Central Bank of Brazil, which has the right to request documents and information, and can demand that the acquisition be modified or undone in case of any irregularities. This rule also applies to any expansion of a Qualified Equity Participation. Such rules and regulations of the Central Bank of Brazil could likewise discourage, delay or prevent a transaction involving a change in control of our financial or payment institution subsidiaries, and could make it difficult for you and other shareholders to cause us to take corporate actions that you desire.
Our dual class capital structure means that our shares are not eligible to be included in certain indices. We cannot predict the impact this may have on the trading price of our Class A ordinary shares.
In 2017, FTSE Russell and S&P Dow Jones announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices to exclude companies with multiple classes of shares, such as ours, from being added to such indices. In 2023, S&P Dow Jones updated the share class eligibility rule to allow companies with multiple share class structures to be included in the S&P Composite 1500 Index and its component indices, including the S&P 500. Other indices may have limitations on inclusion based on multiple share class structures. Under the announced policies, our dual class capital structure is not eligible for inclusion in certain indices and, as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track these indices will not invest in our shares. It continues to be somewhat unclear what effect, if any, these policies will have on the valuations of publicly traded companies excluded from the indices, but in certain situations they may depress these valuations compared to those of other similar companies that are included. Exclusion from indices could make our Class A ordinary shares less attractive to investors and, as a result, the market price of our Class A ordinary shares could be adversely affected.
If securities or industry analysts do not continue to publish research, or publish inaccurate or unfavorable research, about our business, the price of our Class A ordinary shares and our trading volume could decline.
The trading market for our Class A ordinary shares depends in part on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts who cover us downgrade our Class A ordinary shares or publish inaccurate or unfavorable research about our business, the price of our Class A ordinary shares would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our Class A ordinary shares could decrease, which might cause the price of our Class A ordinary shares and trading volume to decline.
We may not pay any cash dividends in the foreseeable future.
The declaration, payment and amount of any future dividends will be made at the discretion of our board of directors and will depend upon, among other things, the results of operations, cash flows and financial condition, operating and capital requirements, and other factors as our board of directors considers relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend. In addition, we are governed by the laws of the Cayman Islands and our Memorandum and Articles of Association, under which there is no minimum mandatory dividend payable to our shareholders and no established periodicity for the distribution of dividends.
As a foreign private issuer, we have different disclosure and other requirements than U.S. domestic registrants.
As a foreign private issuer we may be subject to different disclosure and other requirements than domestic U.S. registrants. For example, as a foreign private issuer, in the United States, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act, including the requirements to prepare and issue quarterly reports on Form 10-Q or to file current reports on Form 8-K upon the occurrence of specified significant events, or the proxy rules applicable to domestic U.S. registrants under Section 14 of the Exchange Act. In addition, we intend to rely on exemptions from certain U.S. rules which will permit us to follow Cayman Islands legal requirements rather than certain of the requirements that are applicable to U.S. domestic registrants. However, Cayman Islands laws and regulations applicable to Cayman Islands companies do not contain any provisions comparable to the U.S. proxy rules, the U.S. rules relating to the filing of reports on Form 10-Q or 8-K or the U.S. rules relating to liability for insiders who profit from trades made in a short period of time.
Furthermore, foreign private issuers are required to file their annual report on Form 20-F within 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information, although we will be subject to Cayman Islands laws and regulations having substantially the same effect as Regulation Fair Disclosure. As a result of the above, even though we are required to file reports on Form 6-K disclosing the limited information which we have made or are required to make public pursuant to Cayman Islands law, or are required to distribute to shareholders generally, and that is material to us, you may not receive information of the same type or amount that is required to be disclosed to shareholders of a U.S. company.
Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act. We currently prepare our financial statements in accordance with IFRS Accounting Standards. We will not be required to file financial statements prepared in accordance with or reconciled to U.S. GAAP so long as our financial statements are prepared in accordance with IFRS Accounting Standards.
We cannot predict if investors will find our Class A ordinary shares less attractive because we rely on these exemptions. If some investors find our Class A ordinary shares less attractive as a result, there may be a less active and more volatile trading market for our Class A ordinary shares.
We may lose our foreign private issuer status, which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur additional legal, accounting and other expenses.
In order to maintain our current status as a foreign private issuer, either (a) more than 50% of the voting power of all our outstanding classes of voting securities (on a combined basis) must be either directly or indirectly owned of record by non-residents of the United States or (b)(1) a majority of our executive officers or directors must not be U.S. citizens or residents; (2) more than 50% of our assets cannot be located in the United States; and (3) our business must be administered principally outside the United States. If we lose this status, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We may also be required to make changes in our corporate governance practices in accordance with various SEC and NYSE rules. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than the costs we will incur as a foreign private issuer.
As a foreign private issuer, we rely on exemptions from certain NYSE corporate governance standards applicable to U.S. issuers, including the requirement that a majority of an issuer’s directors consist of independent directors. This may afford less protection to holders of our Class A ordinary shares.
NYSE rules require listed companies to have, among other things, a majority of their board members be independent, and to have independent director oversight of executive compensation, nomination of directors and corporate governance matters. As a foreign private issuer, however, we are permitted to follow, and we do follow, home country practice in lieu of the above requirements. See “Item 16G. Corporate Governance—Principal Differences between Cayman Islands and U.S. Corporate Law.”
We are a “controlled company” within the meaning of the NYSE listing standards and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to shareholders of companies that are subject to such requirements.
David Vélez controls a majority of the voting power of our shares. As a result, we are a “controlled company” within the meaning of the NYSE listing standards. Under these rules, a company of which more than 50% of the voting power is held by an individual, a group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements of the NYSE, including (1) the requirement that a majority of the board of directors consist of independent directors, (2) the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (3) the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. We rely and intend to continue to rely on some or all of these exemptions. As a result, we do not have a stand-alone nominating and corporate governance committee, and our Compensation and People Committee is not required to consist entirely of independent directors. Accordingly, you will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the NYSE.
Our Memorandum and Articles of Association designate the Grand Court of the Cayman Islands as the exclusive forum for substantially all disputes between us and our shareholders, and the federal district courts of the United States as the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act, which could limit our shareholders’ ability to choose the judicial forum for disputes with us or our directors, officers or employees.
Our Memorandum and Articles of Association provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or any other person, (iii) any action or proceeding arising pursuant to, or seeking to enforce any right, obligation or remedy under, any provision of the Companies Act, our Memorandum and Articles of Association, or any other provision of applicable law, (iv) any action or proceeding seeking to interpret, apply, enforce or determine the validity of our Memorandum and Articles of Association or (v) any action or proceeding as to which the Companies Act confers jurisdiction on the Grand Court of the Cayman Islands shall be the Grand Court of the Cayman Islands, in all cases subject to the court having jurisdiction over indispensable parties named as defendants. Our Memorandum and Articles of Association also provide that the federal district courts of the United States are the exclusive forum for resolving any complaint asserting a cause of action under the Securities Act. Nothing in our Memorandum and Articles of Association preclude shareholders that assert claims under the Exchange Act from bringing such claims in any court, subject to applicable law. Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities shall be deemed to have notice of and consented to these provisions. However, shareholders are not deemed to have waived our compliance with U.S. federal securities laws and the rules and regulations thereunder. These exclusive forum provisions may limit a shareholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. The enforceability of similar choice of forum provisions in other companies’ organizational documents has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. For example, in December 2018, the Court of Chancery of the State of Delaware determined that a provision stating that federal district courts of the United States are the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act is not enforceable. Although this decision was reversed by the Delaware Supreme Court in March 2020, courts in other states may still find these provisions to be inapplicable or unenforceable. If a court were to find the exclusive forum provisions in our Memorandum and Articles of Association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could adversely affect our results of operations.
We are a Cayman Islands exempted company with limited liability. The rights of our shareholders, including with respect to fiduciary duties and corporate opportunities, may be different from the rights of shareholders governed by the laws of U.S. jurisdictions.
We are a Cayman Islands exempted company with limited liability. Our corporate affairs are governed by our Memorandum and Articles of Association and by the laws of the Cayman Islands. The rights of our shareholders and the responsibilities of members of our board of directors may be different from the rights of shareholders and responsibilities of directors in companies governed by the laws of U.S. jurisdictions. In particular, as a matter of Cayman Islands law, directors of a Cayman Islands company owe fiduciary duties to the company and separately a duty of care, diligence and skill to the company. Under Cayman Islands law, directors and officers owe the following fiduciary duties: (1) duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; (2) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; (3) directors should not properly fetter the exercise of future discretion; (4) duty to exercise powers fairly as between different sections of shareholders; (5) duty to exercise independent judgment; and (6) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests. Our Memorandum and Articles of Association have varied this last obligation by providing that a director must disclose the nature and extent of his or her interest in any contract or arrangement, and following such disclosure and subject to any separate requirement under applicable law or the listing rules of the NYSE, and unless (x) disqualified by the chairman of the relevant meeting or (y) such interest is material, such director may vote in respect of any transaction or arrangement in which he or she is interested and may be counted in the quorum at the meeting. Conversely, under Delaware corporate law, a director has a fiduciary duty to the corporation and its shareholders (made up of two components) and the director’s duties prohibit self-dealing by a director and mandate that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. See “Item 16G. Corporate Governance—Principal Differences between Cayman Islands and U.S. Corporate Law.”
Our shareholders may face difficulties in protecting their interests because we are a Cayman Islands exempted company.
Our corporate affairs are governed by our Memorandum and Articles of Association, by the Companies Act (as amended) of the Cayman Islands, or the “Companies Act,” and the common law of the Cayman Islands. The rights of our shareholders to take action against our directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a significantly less exhaustive body of securities laws than the United States. In addition, some U.S. states, such as Delaware, have more fulsome and judicially interpreted bodies of corporate law than the Cayman Islands.
Specifically, subject to limited exceptions, under Cayman Islands’ law, a minority shareholder may not bring a derivative action against the board of directors. Class actions are not recognized in the Cayman Islands, but groups of shareholders with identical interests may bring representative proceedings, which are similar. Further, while Cayman Islands law allows a dissenting shareholder to express the shareholder’s view that a court sanctioned reorganization of a Cayman Islands company would not provide fair value for the shareholder’s shares, Cayman Islands statutory law does not specifically provide for shareholder appraisal rights in connection with a court sanctioned reorganization (by way of a scheme of arrangement). This may make it more difficult for you to assess the value of any consideration you may receive in a corporate reorganization (approved by way of a scheme of arrangement) or to require that the acquirer gives you additional consideration if you believe the consideration offered is insufficient. However, the Companies Act does provide a mechanism for a dissenting shareholder in a statutory merger or consolidation to apply to the Grand Court of the Cayman Islands for a determination of the fair value of the dissenter’s shares if it is not possible for the company and the dissenter to agree on the fair value of such shares within the time limits prescribed by the Companies Act.
In addition, shareholders of Cayman Islands exempted companies have no general rights under Cayman Islands law to inspect corporate records and accounts or to obtain copies of lists of shareholders. Our directors have discretion under our Memorandum and Articles of Association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain information needed to establish any facts necessary for a shareholder motion.
United States civil liabilities and certain judgments obtained against us by our shareholders may not be enforceable.
We are a Cayman Islands exempted company and substantially all of our assets are located outside of the United States. In addition, certain of our directors and officers are nationals and residents of countries other than the United States, and a substantial portion of the assets of these persons is located outside of the United States. As a result, it may be difficult to effect service of process within the United States upon these persons. It may also be difficult to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors who are not resident in the United States and the substantial majority of whose assets are located outside of the United States.
Further, it is unclear if original actions predicated on civil liabilities based solely upon U.S. federal securities laws are enforceable in courts outside the United States, including in the Cayman Islands and Brazil. Courts of the Cayman Islands may not, in an original action in the Cayman Islands, recognize or enforce judgments of U.S. courts predicated upon the civil liability provisions of the securities laws of the United States or any state of the United States on the grounds that such provisions are penal in nature. Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, courts of the Cayman Islands will recognize and enforce a foreign judgment of a court of competent jurisdiction if such judgment is final and conclusive and for a liquidated sum, provided it is not in respect of taxes or a fine or penalty, is not inconsistent with a Cayman Islands’ judgment in respect of the same matters, and was not obtained by fraud or in a manner which is contrary to the public policy of the Cayman Islands. In addition, a Cayman Islands court may stay proceedings if concurrent proceedings are being brought elsewhere.
Judgments of Brazilian courts to enforce our obligations with respect to our Class A ordinary shares may be payable only in reais.
Most of our assets are located in Brazil. If proceedings are brought in the courts of Brazil seeking to enforce our obligations in respect of our Class A ordinary shares, we may not be required to discharge our obligations in a currency other than reais. Under Brazilian exchange control laws, an obligation in Brazil to pay amounts denominated in a currency other than reais may only be satisfied in Brazilian currency at the exchange rate, typically as determined by the Central Bank of Brazil, in effect on the date the judgment is obtained, and such amounts are then typically adjusted to reflect exchange rate variations and monetary restatements through the effective payment date. The then-prevailing exchange rate may not afford non-Brazilian investors with full compensation for any claim arising out of or related to our obligations under the Class A ordinary shares.
Risks Relating to Intellectual Property, Privacy and Cybersecurity
Unauthorized disclosure of sensitive or confidential customer information or our failure or the perception by our customers that we failed to comply with privacy laws or properly address privacy concerns could harm our reputation, business, financial condition and results of operations
We collect, store, handle, transmit, use and otherwise process certain personal information and other customer data in our business. A significant risk associated with our operations is the secure transmission of confidential information over networks. The perception of privacy concerns, whether or not valid, may harm our business and results of operations. We must ensure that all collection, use, storage, dissemination, transfer, disposal and other processing of data for which we are responsible comply with relevant data protection and privacy laws. The protection of our customer, employee and company data is critical to us. We apply privacy and security by design principles when developing our own software and products, and we also rely on commercially available systems, software, tools and monitoring to provide secure processing, transmission and storage of confidential customer information, such as credit card and other personal information. Despite the security measures we have in place and our preparedness to identify and timely react to suspicious events, our facilities and systems, and those of our third-party service providers, may be vulnerable to security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming or human errors or other similar events.
Any security breach, or any perceived failure involving the misappropriation, loss or other unauthorized disclosure of confidential information, as well as any failure or perceived failure to comply with laws, policies, legal obligations or industry standards regarding data privacy and protection, whether by us or our vendors, could damage our reputation, expose us to litigation risk and liability, subject us to negative publicity, disrupt our operations and harm our business. Our security measures may fail to prevent security breaches, which could harm our business, financial condition and results of operations.
Unauthorized disclosure of, improper access to, or destruction or modification of data through cybersecurity breaches, computer viruses or otherwise, or disruptions to our systems or services, could expose us to liability, protracted and costly litigation and damage our reputation.
Our business involves the collection, storage, transmission and other processing of customers’ personal data, including names, addresses, identification numbers, account numbers, account balances, loan positions and trading and investment portfolio information. We also have arrangements in place with certain third-party service providers that require us to share certain customer information. Our and such third parties’ ability to protect such personal data and customer information is dependent on our ability to prevent cybersecurity breaches and unauthorized access and disclosure.
An increasing number of organizations, including large technology companies, financial institutions and government institutions have disclosed breaches of their information security systems, some of which have involved sophisticated and highly targeted attacks, including on portions of their websites, networks or infrastructure, or those of third parties who provide services to them. Information security risks for financial and technology companies such as ours in particular have significantly increased recently, in part because of new technologies, the use of the Internet and telecommunications technologies (including mobile devices) to conduct financial and other business transactions and the increased sophistication and activities of organized crime, hackers, terrorists and other external parties. We have experienced minor attacks in the past and, mostly because of our position in the payments value chain, we believe that we are likely to continue to be a target of such threats and attacks. In addition, due to the size and complexity of our technology platform and services, the amount of personal data and other data that we store and the number of customers, employees and third-party providers with access to personal data and other data, we may be the target of a variety of intentional and inadvertent cybersecurity attacks and other security-related incidents and threats, which could result in a material adverse effect on our reputation, business, financial condition and results of operation.
The techniques used to obtain unauthorized, improper or illegal access to our systems, our data or our customers’ data, to disable or degrade service, or to sabotage systems are constantly evolving and may be difficult to detect quickly and often are not recognized until launched against a target. Unauthorized parties may attempt to gain access to our systems or facilities through various means, including, among others, hacking into our systems or those of our customers, partners or vendors, attempting to fraudulently induce our employees, customers, partners, vendors or other users of our systems into disclosing usernames, passwords, payment card information or other sensitive information, which may in turn be used to access our information technology systems, or installing malicious software. Certain efforts may be supported by significant financial and technological resources, making them even more sophisticated and difficult to detect.
Although we have developed systems and processes that are designed to protect our networks, applications, accounts and the confidentiality, integrity and availability of data and customer data and our information technology systems and to prevent data loss and other security breaches, and expect to continue to expend significant additional resources to bolster these protections, these security measures cannot provide absolute security and there can be no assurance that our safety and security measures (and those of our third-party providers) will prevent damage to, or interruption or breach of, our information systems and operations. Our information technology and infrastructure may be vulnerable to cyberattacks or security breaches, and third parties may be able to access our customers’ personal or proprietary information and card data that are stored on or accessible through those systems. In addition to traditional computer “hackers,” malicious code (such as viruses and worms), phishing, ransomware, social engineering attacks, unauthorized access or misuse and denial-of-service attacks, sophisticated criminal networks as well as nation-state and nation-state supported actors now engage in attacks, including advanced persistent threat intrusions. Our security measures may also be breached due to human error, malfeasance, fraud or malice on the part of employees, accidental technological failures, system errors or vulnerabilities, or other irregularities. Further, nearly all of our employees were working remotely during a significant part of the year, which may cause heightened vulnerability to cyberattacks across our business and those of our service providers. In the event our or our third-party providers’ protection efforts are unsuccessful and our systems or solutions are compromised, we could suffer substantial harm.
Our Audit and Risk Committee has oversight responsibilities over cybersecurity risk management and meets at least annually with our management to discuss main related risks,including information security, cybersecurity matters and our cybersecurity program. In particular, our Audit and Risk Committee is involved in the oversight of our cybersecurity policies and procedures and is periodically updated on material cybersecurity risks and cybersecurity issues, if any, by management. Our Audit and Risk Committee also communicates with our independent audit firm regarding their annual audit procedures. Nevertheless, there can be no assurance that we can prevent service interruptions or security breaches in our systems or the unauthorized or inadvertent wrongful use or disclosure of confidential information that could adversely affect our business operations or result in the loss, misappropriation or unauthorized access to or use or disclosure of, or the prevention of access to, confidential information.
Any actual or perceived cybersecurity attacks, security breaches, phishing attacks, ransomware attacks, computer malware, computer viruses, computer hacking attacks, unauthorized access, coding or configuration errors or similar incidents experienced by us or our third-party service providers could interrupt our operations, result in our systems or services being unavailable, result in the loss, compromise corruption or improper disclosure of data or personal data, subject us to regulatory or administrative investigations and orders, litigation, disputes, sanctions, indemnity obligations, damages for contract breach or penalties for violation of applicable laws or regulations, impair our ability to provide our solutions and meet our customers’ requirements, materially harm our reputation and brand, result in significant legal and financial exposure (including customer claims), lead to loss of customer confidence in, or decreased use of, our products and services, and adversely affect our business, financial condition and results of operations. In addition, any breaches of network or data security at our customers, partners or third-party service providers (including data center and cloud computing providers) could have similar negative effects. We could be forced to expend significant financial and operational resources in response to a security breach, including repairing system damage, increasing security protection costs by deploying additional personnel and modifying or enhancing our protection technologies, investigating and remediating any information security vulnerabilities and defending against and resolving legal and regulatory claims, all of which could divert resources and the attention of our management and key personnel and materially and adversely affect our business, financial condition and results of operations.
Specifically, because we leverage third-party providers, including cloud, software, data center and other critical technology vendors to deliver our solutions to our customers, we rely heavily on the data security technology practices and policies adopted by these third-party providers. Such third-party providers may store or process personal data and other data about our customers and employees, and some of these providers in turn subcontract with other third-party providers. Our ability to monitor our third-party providers’ data security is limited. A vulnerability in a third-party provider’s software or systems, a failure of our third-party providers’ safeguards, policies or procedures, or a breach of a third-party provider’s software or systems could result in the compromise of the confidentiality, integrity or availability of our systems or the data housed in our third-party solutions.
Many jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities and others of security breaches involving certain types of data or information technology systems. Security compromises experienced by others in our industry, our customers, our third-party service providers or us may lead to public disclosures and widespread negative publicity. Any security compromise in our industry, whether actual or perceived, could erode customer confidence in the effectiveness of our security measures, negatively impact our ability to attract new customers, cause existing customers to elect not to renew or expand their use of our platform, services and products or subject us to third-party lawsuits, regulatory fines or other actions or liabilities, which could materially and adversely affect our business, financial condition and results of operations.
Likewise, agreements with certain service providers may require us to notify them in the event of a security breach. Such mandatory disclosures could lead to negative publicity, may cause our customers to lose confidence in the effectiveness of our security measures and require us to expend significant capital and other resources to respond to and alleviate problems caused by the actual or perceived security breach. Further, a data security compromise or operational disruption impacting us or one of our critical vendors, or system unavailability or damage due to other circumstances, may give rise to a customer’s right to terminate its contract with us. In these circumstances, it may be difficult to cure such a breach in order to prevent customers from potentially terminating their contracts with us. Furthermore, although our customer contracts typically include limitations on our potential liability, we cannot guarantee that such limitations of liability would be adequate.
For information on the data protection and privacy laws and regulations to which we are subject and the risks associated therewith, see “—Risks Relating to Regulatory Matters and Litigation—We are subject to costs and risks associated with enhanced or changing laws and regulations affecting our business, including those relating to data privacy, security and protection. Developments in these and other laws and regulations could harm our business, financial condition or results of operations,” “Item 4. Information on the Company—B. Business Overview—Regulatory Overview—Brazil—Data Privacy and Protection” and “—E-Commerce and Consumer Protection,” “Item 4. Information on the Company—B. Business Overview—Regulatory Overview—Mexico—Data Privacy and Protection” and “—Data Protection, Privacy, and Taxes” and “Item 4. Information on the Company—B. Business Overview—Regulatory Overview—Colombia—Data Privacy and Protection.” For more information on our cybersecurity risk management efforts” see “Item 11. Quantitative and Qualitative Disclosures About Market Risk—Information Technology Risk” and “Item 16K. Cybersecurity—Cybersecurity Risk Management.”
Claims by others that we infringe their proprietary technology or other rights could have a material and adverse effect on our business, financial condition and results of operations.
We may be subject to costly litigation in the event that third parties assert claims that our services or technology infringe, misappropriate or otherwise violate their intellectual property or proprietary rights. Third parties may have, or may eventually be issued, patents that could be infringed, misappropriated or otherwise violated by our services or technology, and any of these third parties could make a claim of infringement against us. As we face increasing competition and gain an increasingly high profile, the possibility of intellectual property rights claims against us grows. We may also be subject to claims by third parties for breach of copyright, trademark, license usage or other intellectual property rights. Any claim of infringement, misappropriation or other violation of intellectual property rights by a third party, even those without merit and regardless of the outcome, could cause us to incur substantial costs defending against the claim, distract our management from our business, require us to redesign or cease use of such intellectual property, pay substantial amounts to satisfy judgments or settle claims or lawsuits, pay substantial royalty or licensing fees, or satisfy indemnification obligations that we have with certain parties with whom we have commercial relationships. The outcome of any allegation is often uncertain. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. In addition, any claim of infringement, misappropriation or other violation of intellectual property rights by a third party, even those without merit and regardless of the outcome, may result in a limitation on our ability to use the intellectual property subject to these claims or could prevent us from registering our brands as trademarks. Additionally, in recent years, individuals and groups have been purchasing intellectual property assets for the sole purpose of making claims of infringement and attempting to extract settlements from companies like ours. Even if we believe that such claims are without merit, defending against such claims is time-consuming and expensive and could result in the diversion of the time and attention of our management and employees.
Claims of intellectual property infringement, misappropriation or other violation also might require us to redesign around such violated services, which may be expensive, time-consuming or infeasible, enter into costly settlement or license agreements, pay costly damage awards (including treble damages and attorneys’ fees if we are found to have willfully infringed a patent or other intellectual property right), change our brands or face a temporary or permanent injunction prohibiting us from commercializing, using, marketing or selling the violating technology, products or services or using certain of our brands. We may not be able to obtain any required license on commercially reasonable terms or at all. Even if we were able to obtain a license, it could be non-exclusive, thereby giving our competitors and other third parties access to the same technologies licensed to us, and it could require us to make substantial licensing and royalty payments.
Claims that we have misappropriated the confidential information or trade secrets of third parties could similarly harm our business. If we are required to make substantial payments or undertake any of the other actions noted above as a result of any intellectual property infringement, misappropriation or violation claims against us, such payments, costs or actions could have a material adverse effect on our competitive position, business, financial condition and results of operations.
Additionally, in certain of our agreements with customers and other third parties, we agree to indemnify them for losses related to, among other things, claims by third parties of intellectual property infringement, misappropriation or other violation. From time to time, customers or other third parties have required, and may in the future require, us to indemnify them for such infringement, misappropriation or violation, breach of confidentiality or violation of applicable law, among other things. Although we normally seek to contractually limit our liability with respect to such obligations, some of these indemnity agreements may provide for uncapped liability and some indemnity provisions survive termination or expiration of the applicable agreement. Any legal claims from customers or other third parties could result in substantial liabilities and reputational harm, and could have adverse effects on our relationship with such customers and other third parties. Even if we have an agreement for indemnification against such costs, the indemnifying party, if any, may be unable to uphold its contractual obligations. Any of the foregoing could negatively impact our business, revenue and earnings.
Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our brand.
We believe the protection of our intellectual property, including our trademarks, patents, copyrights, domain names, trade dress, trade secrets, software and industrial designs, is critical to our success. We rely on, and expect to continue to rely on, a combination of contractual rights in various agreements with our employees, independent contractors, consultants and third parties with whom we have relationships, as well as trademarks and trade secrets in the United States, Brazil, Argentina, Mexico, Colombia and elsewhere internationally to establish and protect our intellectual property and proprietary rights, including technology. Third parties may challenge, invalidate, circumvent, infringe, misappropriate or otherwise violate our intellectual property and other proprietary rights, or such intellectual property may not be sufficient to permit us to take advantage of current market trends or otherwise to provide competitive advantages, which could result in costly redesign efforts, discontinuance of certain service offerings or other competitive harm. Others, including our competitors, may independently develop similar technology, duplicate our services or design around our intellectual property, and in such cases, we could not assert our intellectual property rights against such parties. Despite our efforts to protect our proprietary rights, there can be no assurance that our intellectual property rights will be sufficient to protect against others offering products or services that are substantially similar to ours and compete with our business or to prevent unauthorized parties from copying aspects of our technology. For example, it is possible that third parties, including our competitors, may obtain patents that overlap or compete with our technology. If third parties obtain patent protection with respect to such technologies, they may assert that our technology infringes their patents and seek to charge us a licensing fee or otherwise preclude the use of our technology.
In addition to registered intellectual property rights such as trademark registrations, we rely on non-registered proprietary information and technology, such as trade secrets, confidential information, know-how and technical information. In order to protect our proprietary information and technology, we rely in part on nondisclosure and confidentiality agreements with parties who have access to them, including our employees, independent contractors, corporate collaborators, advisors and other third parties, which place restrictions on the use and disclosure of this intellectual property. We also enter into confidentiality and invention assignment agreements with our employees and consultants. We cannot guarantee that we have entered into such agreements with each party that may have or have had access to our trade secrets or proprietary information or otherwise developed intellectual property for us, including our technology and processes. Individuals not subject to invention assignment agreements may make adverse ownership claims to our current and future intellectual property. Additionally, these agreements may be insufficient or breached, or otherwise fail to prevent unauthorized use or disclosure of our confidential information, intellectual property or technology, and may not provide an adequate remedy in the event of unauthorized use or disclosure of our confidential information, intellectual property or technology. As a result, our intellectual property, including trade secrets, may be disclosed or become known to our competitors, which could cause us to lose any competitive advantage resulting from this intellectual property. Additionally, to the extent that our employees, independent contractors or other third parties with whom we do business use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions.
Further, we may be unable to obtain trademark protection for our technologies and brands, and our existing trademark registrations and applications, and any trademarks that may be used in the future, may not provide us with competitive advantages or distinguish our products and services from those of our competitors. In addition, our trademarks may be contested, circumvented or found to be unenforceable, weak or invalid, and we may not be able to prevent third parties from infringing or otherwise violating them.
We may have to litigate to enforce or determine the scope and enforceability of our intellectual property rights, trade secrets and know-how, which is expensive, could cause a diversion of resources and may not prove successful. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. An adverse outcome in such litigation or proceedings may expose us to a loss of our competitive position, expose us to significant liabilities or require us to seek licenses that may not be available on commercially acceptable terms, if at all. Further, we will not be able to protect our intellectual property rights if we are unable to enforce our rights, and effective intellectual property protection may not be available in every country in which we offer our products and services. The laws of certain countries where we do business or may do business in the future may not recognize intellectual property rights or protect them to the same extent as do the laws of the United States. In addition, any changes in, or unexpected interpretations of, intellectual property laws may compromise our ability to enforce our trade secret and intellectual property rights. Failure to obtain or maintain protection of our trade secrets or other proprietary information could harm our competitive position and materially and adversely affect our business and results of operations.
Also, because of the rapid pace of technological change in our industry, aspects of our business and our services rely on technologies developed or licensed by third parties, and we may not be able to obtain or continue to obtain licenses and technologies from these third parties on reasonable terms or at all. See “—Our business and platform depend in part on intellectual property and proprietary rights and technology licensed from or otherwise made available to us by third parties. If we fail to comply with our obligations under license or technology agreements with third parties, we may be required to pay damages and we could lose license rights that are critical to our business.” The loss of intellectual property protection, the inability to obtain third-party intellectual property or delay or refusal by relevant regulatory authorities to approve pending intellectual property registration applications could harm our business and ability to compete.
Our use of third-party open-source software could negatively affect our ability to offer and sell our solutions and subject us to possible litigation.
Our solutions incorporate and are dependent to some extent on the use and development of third-party open-source software, including Python, Java, JavaScript, Flutter, Dart, Swift, among others programming languages, and we intend to continue our use and development of open-source software in the future. Such open-source software is generally licensed by its authors or other third parties under open-source licenses and is typically freely accessible, usable and modifiable. Pursuant to such open-source licenses, we may be subject to certain conditions, including requirements that we offer our proprietary software that incorporates open-source software for no cost, that we make available source code for modifications or derivative works we create based upon, incorporating or using the open-source software and that we license such modifications or derivative works under the terms of the particular open-source license. If an author or other third party that uses or distributes such open-source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from the use or sale of our solutions that contained or are dependent upon the open-source software and required to comply with the foregoing conditions, which could disrupt the distribution and sale of some of our products and services. Additionally, we could face claims from third parties claiming ownership of, or demanding release of, any open-source software or derivative works that we have developed using such software, which could include proprietary source code, or otherwise seeking to enforce the terms of the applicable open-source license. These claims could result in litigation and could require us to make our software source code freely available, which would put us at a competitive disadvantage, purchase a costly license (with binding clauses that restrict our ability to commercialize and develop the implicated products or services), or cease offering the implicated products or services unless and until we can re-engineer such source code in a manner that avoids infringement. This reengineering process could require us to expend significant additional research and development resources, and we may not be able to complete the re-engineering process successfully. Litigation could be costly for us to defend, have a negative effect on our financial condition and results of operations or require us to devote additional research and development resources to change the source code underlying our platform, products and services. The terms of many open-source licenses to which we are subject have not been interpreted by courts, and there is a risk that open-source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide, or distribute the products or services related to, the open-source software subject to those licenses. As there is little or no legal precedent governing the interpretation of many of the terms of certain of these licenses, the potential impact of these terms on our business is uncertain and may result in unanticipated obligations regarding our solutions and technologies.
In addition to risks related to license requirements, use of open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code, controls on the origin or development of the software, or remedies against the licensors. Many of the risks associated with usage of open-source software cannot be eliminated and could adversely affect our business. Although we seek to comply with our obligations under the various applicable licenses for open-source software, it is possible that we may not be aware of all instances where open-source software has been incorporated into our proprietary software or used in connection with our solutions or our corresponding obligations under open-source licenses. We do not have open-source software usage policies or monitoring procedures in place. We rely on multiple software programmers to design our proprietary software and we cannot be certain that our programmers have not incorporated open-source software into our proprietary software that we intend to maintain as confidential or that they will not do so in the future. To the extent that we are required to disclose the source code of certain of our proprietary software developments to third parties, including our competitors, in order to comply with applicable open-source license terms, such disclosure could harm our intellectual property position, competitive advantage, financial condition and results of operations. In addition, to the extent that we have failed to comply with our obligations under particular licenses for open-source software, we may lose the right to continue to use and exploit such open-source software in connection with our operations and solutions, which could disrupt and adversely affect our business.
Our business and platform depend in part on intellectual property and proprietary rights and technology licensed from or otherwise made available to us by third parties. If we fail to comply with our obligations under license or technology agreements with third parties, we may be required to pay damages and we could lose license rights that are critical to our business.
Our business and platform depend in part on intellectual property and proprietary rights and technology licensed from or otherwise made available to us by third parties and, in the future, we may enter into additional agreements that grant us valuable intellectual property licenses or rights to technology. If we fail to comply with our obligations under license or technology agreements with third parties, we may be required to pay damages and we could lose license rights that are critical to our business.
Our business and our platform rely in part on certain intellectual property, including technologies, data, content and software developed and licensed to us by third parties, and in the future we may enter into additional agreements that provide us with licenses to valuable intellectual property or technology. If we fail to comply with any of the obligations under our license agreements, we may be required to pay damages and the licensor may have the right to terminate the license. Termination by the licensor would cause us to lose valuable rights, and could prevent us from selling our products and services, or inhibit our ability to commercialize future products and services. Our business would suffer if any current or future licenses terminate, if the licensors fail to abide by the terms of the license, if the licensors fail to enforce licensed patents against infringing third parties, if the licensed intellectual property rights are found to be invalid or unenforceable, or if we are unable to enter into necessary licenses on acceptable terms.
In addition, our rights to certain technologies are licensed to us on a non-exclusive basis. The owners of these non-exclusively licensed technologies are therefore free to license them to third parties, including our competitors, on terms that may be superior to those offered to us, which would place us at a competitive disadvantage. Moreover, our licensors may own or control intellectual property that has not been licensed to us and, as a result, we may be subject to claims, regardless of their merit, that we are infringing or otherwise violating the licensor’s rights. In addition, the agreements under which we license intellectual property or technology from third parties are generally complex, and certain provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to the relevant intellectual property or technology, or increase what we believe to be our financial or other obligations under the relevant agreement.
Further, the licensed components may become obsolete, defective or incompatible with future versions of our services, relationships with the third-party licensors or technology providers may deteriorate, or our agreements with the third-party licensors or technology providers may expire or be terminated. Additionally, some of these licenses or other grants of rights may not be available to us in the future on terms that are acceptable, or at all, or that allow our platform, products and services to remain competitive. Our inability to obtain licenses or rights on favorable terms could have a material and adverse effect on our business and results of operations. Furthermore, incorporating intellectual property or proprietary rights licensed from or otherwise made available to us by third parties on a non-exclusive basis in our products or services could limit our ability to protect the intellectual property and proprietary rights in our services and our ability to restrict third parties from developing, selling or otherwise providing similar or competitive technology using the same third-party intellectual property or proprietary rights.
We seek to have all the necessary licenses and other grants of rights from third parties to use technology and software that we do not own. However, the licensing or acquisition of third-party intellectual property rights is a competitive area, and several more established companies may pursue strategies to license or acquire third-party intellectual property rights that we may consider attractive or necessary. These established companies may have a competitive advantage over us due to their size, capital resources and greater development or commercialization capabilities. In addition, companies that perceive us to be a competitor may be unwilling to assign or license rights to us. Even if such licenses are available, we may be required to pay the licensor substantial royalties based on sales of our products and services. Such royalties are a component of the cost of our products or services and may affect the margins on our products and services. Further, a third party could allege that we are infringing its rights. Our failure to obtain necessary licenses or other rights on acceptable terms, or litigation or claims arising out of intellectual property matters, may harm or restrict our business. In addition, we could be found liable for significant monetary damages, including treble damages and attorneys’ fees, if we are found to have willfully infringed a patent or other intellectual property right. Any such litigation or the failure to obtain any necessary licenses or other rights could adversely impact our business, financial position and results of operations.
Item 1. Identity of Directors, Senior Management and Advisers
| A. | | Directors and Senior Management |
Not applicable.
Not applicable.
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
| B. | | Method and Expected Timetable |
Not applicable.
Item 5. Operating and financial review and prospects
The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes thereto, included elsewhere in this annual report.
The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of events may differ materially from those expressed or implied in such forward-looking statements as a result of various factors, including those set forth in “Cautionary Statement Regarding Forward-Looking Statements” and “Item 3. Key Information—D. Risk Factors".
Selected Consolidated Financial Data
The following tables set forth, for the periods and as of the dates indicated, our selected consolidated financial data. Our historical results are not necessarily indicative of the results that may be expected in the future. The following selected consolidated financial data should be read in conjunction with “Item 5. Operating and Financial Review and Prospects” and our consolidated financial statements and related notes included elsewhere in this annual report.
The selected statements of financial position as of December 31, 2025, and 2024 and the selected statements of income for the years ended December 31, 2025, 2024, and 2023 have been derived from our audited consolidated financial statements included elsewhere in this annual report, prepared in accordance with IFRS Accounting Standards.
Statement of Income Data
| | | | | For the years ended December 31, |
| | | | | 2025 | | 2024 | | 2023 |
| | | | | (in US$ millions, except amounts per share) |
| Interest income and gains net of losses on financial instruments | | | | 13,434.7 | | 9,631.0 | | 6,439.7 |
| Fee and commission income | | | | 2,340.1 | | 1,886.0 | | 1,589.3 |
| Total revenue | | | | 15,774.8 | | 11,517.0 | | 8,029.0 |
| Interest and other financial expenses | | | | (4,578.7) | | (2,834.9) | | (2,036.9) |
| Transactional expenses | | | | (366.2) | | (260.3) | | (215.9) |
| Expected credit loss | | | | (4,204.9) | | (3,169.0) | | (2,285.2) |
| Total cost of financial and transactional services provided | | | | (9,149.8) | | (6,264.2) | | (4,538.0) |
| Gross profit | | | | 6,625.0 | | 5,252.8 | | 3,491.0 |
| | | | | | | | | |
| Operating expenses | | | | | | | | |
| Customer support and operations | | | | (651.8) | | (604.6) | | (488.1) |
| General and administrative expenses | | | | (1,420.5) | | (1,256.1) | | (1,042.3) |
| Marketing expenses | | | | (302.8) | | (246.4) | | (171.0) |
| Other income | | | | 130.0 | | 56.0 | | 27.8 |
| Other expenses | | | | (507.9) | | (406.6) | | (278.2) |
| Total operating expenses | | | | (2,752.9) | | (2,457.7) | | (1,951.8) |
| | | | | | | | | |
| Share of loss in associates | | | | (3.7) | | - | | - |
| | | | | | | | | |
| Income before income taxes | | | | 3,868.4 | | 2,795.1 | | 1,539.2 |
| | | | | | | | | |
| Income taxes | | | | (996.7) | | (823.1) | | (508.6) |
| | | | | | | | | |
| Net income for the year | | | | 2,871.7 | | 1,972.0 | | 1,030.6 |
| Net income attributable to shareholders of the parent company | | | | 2,868.9 | | 1,972.0 | | 1,030.6 |
| Net income attributable to non-controlling interests | | | | 2.8 | | - | | - |
| | | | | | | | | |
| Earnings per share – Basic | | | | 0.5936 | | 0.4115 | | 0.2175 |
| Earnings per share – Diluted | | | | 0.5846 | | 0.4034 | | 0.2121 |
Statement of Financial Position Data
| | As of December 31, |
| | 2025 | 2024 |
| | (US$ millions) |
| Assets | | |
| Cash and cash equivalents | 15,003.6 | 9,185.7 |
| Financial assets at fair value through profit or loss | 1,140.7 | 740.7 |
| Securities | 1,059.9 | 665.2 |
| Derivatives | 80.7 | 75.5 |
| Financial assets at fair value through other comprehensive income | 12,157.1 | 9,913.5 |
| Securities | 12,157.1 | 9,913.5 |
| Financial assets at amortized cost | 41,518.2 | 26,701.9 |
| Credit card receivables | 18,267.9 | 12,259.3 |
| Loans to customers | 9,421.5 | 5.321.9 |
| Compulsory and other deposits at central banks | 9,537.8 | 6,743.3 |
| Other receivables | 1,000.7 | 1,413.4 |
| Other financial assets | 148.8 | 78.6 |
| Securities | 3,141.5 | 885.4 |
| Other assets | 1,403.9 | 663.6 |
| Deferred tax assets | 2,511.0 | 1,818.3 |
| Investments in associates | 98.7 | 99.4 |
| Right-of-use assets | 22.2 | 20.3 |
| Property, plant and equipment | 27.6 | 25.9 |
| Intangible assets | 601.7 | 347.6 |
| Goodwill | 409.4 | 414.3 |
| Total assets | 74,894.0 | 49,931.2 |
| | | |
| Liabilities | | |
| Financial liabilities at fair value through profit or loss | 66.0 | 32.3 |
| Derivatives | 66.0 | 32.3 |
| Financial liabilities at amortized cost | 60,741.1 | 40,227.6 |
| Deposits | 41,925.1 | 28,855.1 |
| Payables to network | 13,633.9 | 9,333.5 |
| Borrowings and financing | 4,398.2 | 1,730.4 |
| Repurchase agreements | 783.8 | 308.6 |
| Salaries, allowances and social security contributions | 236.6 | 180.2 |
| Tax liabilities | 1,424.1 | 1,102.1 |
| Lease liabilities | 29.2 | 26.2 |
| Provisions and contingent liabilities | 30.9 | 22.6 |
| Deferred income | 77.6 | 71.6 |
| Other liabilities | 967.0 | 621.6 |
| Total liabilities | 63,572.4 | 42,284.1 |
| Equity | | |
| Share capital | 0.1 | 0.1 |
| Share premium reserve | 5,062.5 | 5,053.8 |
| Retained earnings | 6,412.7 | 3,420.6 |
| Other comprehensive income (loss) | (184.3) | (828.2) |
| Equity attributable to shareholders of the parent company | 11,291.0 | 7,646.3 |
| Equity attributable to non-controlling interests | 30.6 | 0.8 |
| Total equity | 11,321.6 | 7,647.1 |
| Total liabilities and equity | 74,894.0 | 49,931.2 |
Overview
Our model benefits from low costs across four dimensions:
Low Cost to Acquire—We acquire customers efficiently without expensive marketing campaigns or incentives primarily through viral, direct customer referrals. For the year ended December 31, 2025, our CAC was US$7.4 per customer (of which paid marketing accounted for approximately 32%), compared to US$6.4 per customer for the year ended December 31, 2024 (of which paid marketing accounted for approximately 31%). Based on our internal research and publicly available information, we believe our CAC is one of the lowest across consumer FinTech companies in the world.
Low Cost to Serve—Our all-digital, cloud-based platform is low cost, highly efficient and scalable. As a result, we estimate that our cost to serve and general and administrative expense per active customer is approximately 85% lower than those of incumbent financial institutions in Brazil, based on their publicly available financial statements. These institutions are burdened by their large physical branch networks and high employee to customer ratios. In Brazil, incumbent banks had, on average, 1,234 customers per employee (according to publicly available data), while our ratio is approximately 14,314 customers per employee as of December 31, 2025, multiple times higher than the ratio of incumbents.
Low Cost of Risk—As we have scaled, we have leveraged our growing pool of proprietary data and our NuX credit engine to underwrite customers more effectively, lower fraud rates and lower our overall cost of risk. Credit limits are optimized at a consumer level using our credit underwriting engine that balances the expected marginal revenue and expected marginal loss associated with incremental limits, including the undrawn portion of credit lines, under a worsening economic scenario. In addition, we pursue a “low and grow” strategy with credit limits: we grant lower limits to new customers who we assess as higher risk and then increase those limits selectively based on a positive usage and repayment track record. As of December 31, 2025, our reported NPL 15-90 days late rate reached 3.9% and our NPL 90+ days late rate reached 6.6% in Brazil. For additional information on portfolio risk quality distribution and ECL movements, see notes 13 and 14 to our audited consolidated financial statements.
Low Cost of Funding—As a result of the trust our customers have in us and our growing relevance in our customers’ primary banking relationship we have amassed a large and growing pool of customer deposits since the introduction of our NuAccount in 2017, which has supported our funding needs and reduced our funding costs over time. As of December 31, 2025, we had US$41.9 billion of deposits, all of which were acquired directly, without the use of third-party brokers or intermediaries. For more information on our definition and measurement of primary banking relationship, see “—Factors Affecting Our Performance—Our ability to increase transactions and expand revenue from existing customers.”
We earn revenue from two main sources:
Interest Income and Gains net of Losses on Financial Instruments—We earn interest income from the interest that we charge on revolving and refinanced credit card balances, purchased credit card receivables and loans to customers, as well as the interest we earn on our cash. We invest our cash primarily in government bonds that are highly liquid, and we recognize gains or losses related to fair value changes in these instruments. For the years ended December 31, 2025 and 2024, interest income and gains net of losses on financial instruments represented 85.2% and 83.6% of total revenue, respectively. We earned US$13.4 billion of interest income and gains net of losses on financial instruments for the year ended December 31, 2025 and US$9.6 billion for the year ended December 31, 2024.
Fees and Commission Income—Our fees and commission income are closely correlated to the usage of our products. The majority of our fee-based revenue comes from credit and prepaid card income which we earn when our customers make purchases using our cards in credit or prepaid purchases. These fees are set by Mastercard and paid by the merchants who accept our cards. As a result, our customers do not pay these fees, and we are able to offer a core credit card with no annual fees. Fees earned on credit card purchases are higher than those earned on prepaid purchases and both vary across the geographies we operate in. In addition, we earn revenue from customer subscriptions to our loyalty programs, late payment fees, prepaid mobile phone top-ups, and commissions from our partners for the distribution of certain financial products and services such as investments (brokerage and asset management), insurance and international remittance as well as sales on our marketplace. For the year ended December 31, 2025 and 2024, fee and commission income represented 14.8% and 16.4% of total revenue, respectively.
Key Business Metrics
The following table sets forth our key business metrics as of and for the periods indicated. We review these key business metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. In addition, these additional business metrics are presented to assist investors to better understand our business and how it operates. In the beginning of the fourth quarter of 2025, we introduced the Managerial P&L, representing an evolution in our disclosure framework to better explain value creation across an increasingly multi-product, multi-segment, and multi-country platform. The Managerial P&L is a structural, complementary reorganization line items designed to enhance comparability as the business scales, grounded in economic and operational substance. This framework preserves net income, cash flow, and capital. All financial metrics presented below reflect this framework.
| CUSTOMER METRICS | | FY'2025 | FY'2024 | % FXN YoY (6) | FY'2023 | % FXN YoY(6) |
| Number of Customers (in millions) (1) | | 131.0 | 114.2 | 15.0% | 93.9 | 22.0% |
| Activity Rate (%) (2) | | 83.4% | 83.0% | 0.4 p.p | 83.1% | 0.0 p.p |
| CUSTOMER ACTIVITY METRICS | | FY'2025 | FY'2024 | % FXN YoY (6) | FY'2023 | % FXN YoY(6) |
| Purchase Volume (in $ billions) (3) | | 141.8 | 125.5 | 17.0% | 111.1 | 22.0% |
| Monthly Average Revenue per Active Customer (in $) (4) | | 13.3 | 11.3 | 23.0% | 9.8 | 24.0% |
| Monthly Average Cost to Serve per Active Customer (in $) (5) | | (0.8) | (0.9) | 0.0% | 0.0% | 7.0% |
| CUSTOMER BALANCES | | FY'2025 | FY'2024 | % FXN YoY (6) | FY'2023 | % FXN YoY(6) |
| Total portfolio - credit card and personal loans (in $ billions) | | 32.7 | 20.7 | 40.0% | 18.2 | 45.0% |
| Deposits (in $ billions) | | 41.9 | 28.9 | 29.0% | 23.7 | 55.0% |
| | | | | | | |
p.p. = percentage points
| (1) | | Customer is defined as an individual or SME that has opened an account with us and does not include any such individuals or SMEs that have been charged-off or blocked or that voluntarily closed their account. |
| (2) | | Activity rate is defined as active customers divided by the total number of customers as of a specific date. |
| (3) | | Purchase volume is defined as the total value of transactions that are authorized through our credit and prepaid cards only; it does not include other payment methods that we offer such as Pix, WhatsApp payments or traditional wire transfers. Purchase volume and purchase volume growth are presented on an FX Neutral basis to eliminate the effect of foreign exchange, or “FX” volatility between the comparison periods, allowing management and investors to evaluate our financial performance despite variations in foreign currency exchange rates, which may not be indicative of our core operating results and business outlook. See “Presentation of Financial and Other Information—Special Note Regarding Non-IFRS Financial Measures—FX Neutral Measures” for additional information. |
| (4) | | Monthly average revenue per active customer, or “Monthly ARPAC” is defined as the average monthly revenue (total revenue divided by the number of months in the period) divided by the average number of individual active customers during the period (average number of individual active customers is defined as the average of the number of monthly active customers at the beginning of the period measured and the number of monthly active customers at the end of the period). Monthly ARPAC is also presented on an FX Neutral basis. See “Presentation of Financial and Other Information—Special Note Regarding Non-IFRS Financial Measures—FX Neutral Measures” for additional information. |
| (5) | | Monthly average cost to serve per active customer is defined as the monthly average of the sum of transactional expenses and customer support and operations expenses (sum of these expenses in the period divided by the number of months in the period) divided by the average number of individual active customers during the period (average number of individual active customers is defined as the average of the number of monthly active customers at the beginning of the period measured and the number of monthly active customers at the end of the period). Monthly average cost to serve per active customer is also presented on an FX Neutral basis. See “Presentation of Financial and Other Information—Special Note Regarding Non-IFRS Financial Measures—FX Neutral Measures” for additional information. |
| (6) | | To calculate the year-over-year variations on an FX Neutral basis, we apply the average Brazilian reais/U.S. dollar exchange rate for the year ended December 31, 2025 (R$5.502 to US$1.00) throughout, so as to present these variations as they would have been had exchange rates remained stable over all periods presented. |
Monthly Active Customers and Activity Rate
We assess customer engagement and adoption by measuring our number of monthly active customers and their implied activity rate. We define a monthly active customer as any customer that has generated revenue in the last 30 calendar days of the measurement date, and we define activity rate as monthly active customers divided by the total number of customers as of a specific date. Our monthly active customers drive the vast majority of our revenue. However, customers that are non-active can and often do still use our products, though less frequently, and do contribute to our revenue. Non-active customers can also become active from period to period. For more information on our customer engagement ratio, see “—Factors Affecting Our Performance—Our ability to attract and retain monthly active customers.”
We reached 131 million monthly customers as of December 31, 2025, an increase of 15.0% compared to 114.2 million monthly active customers as of December 31, 2024. Our activity rates as of December 31, 2025 and 2024 were 83.4% and 83.0%, respectively, driven by the introduction of additional products and the continued increase in the adoption of digital banking in the countries where we operate. Our activity rate is also affected by the mix of customers with our credit card product versus other products such as prepaid cards. Our credit card customers have consistently had higher activity rates given the expansionary nature of credit card expenditures, while our prepaid card customers in contrast have lower activity rates. When we introduced our prepaid card product in late 2018, this led to faster growth in the total number of customers compared to monthly active customers in 2019, while lowering our activity rate as such customers tend to have lower activity than credit card customers. Since then, our activity rate has increased as our customers have tended to use us more frequently across multiple products.
Purchase Volume, or “PV”
We measure PV to assess the volume of transactions that take place on our card-based products. We earn credit and prepaid card income on our PV, which we define as the total value of transactions that are authorized through our credit and prepaid cards only; it does not include other payment methods that we offer such as Pix, WhatsApp payments or traditional wire transfers from which we do not earn fees.
PV reached US$141.7 billion in the year ended December 31, 2025, an increase of 13% compared to US$ 125.6 billion in the year ended December 31, 2024. For the year ended December 31, 2025, total credit and prepaid cards income was US$1,720.3 million, equivalent to 1.2% of PV over the year ended December 31, 2024.
Monthly Average Revenue Per Active Customer, or “Monthly ARPAC” (in US$)
We monitor Monthly ARPAC to track the value we generate on a customer level across all our monthly active customers in a given period. We define Monthly ARPAC as the average monthly revenue (total revenue divided by the number of months in the period) divided by the average number of individual active customers during the period (average number of individual active customers is defined as the average of the number of monthly active customers at the beginning of the period measured and the number of monthly active customers at the end of the period).
Monthly ARPAC was US$13.3 for the year ended December 31, 2025. In comparison, Monthly ARPAC was US$11.3 for the year ended December 31, 2024.
Over time, we have seen a continued increase in monthly ARPAC from our monthly active customers. This upward trend is driven by data-informed credit limit increases, which capture a larger share of wallet, and growing product adoption across our user base as they deepen their engagement with our platform.
The introduction of our NuAccount in 2017 and its corresponding prepaid card in 2018 were important evolutions in our product set and had a noticeable impact across our key business metrics as they allowed us to accelerate our customer growth by serving a much wider spectrum of the population, including lower-income customers who would not have started off with a consumer credit product such as our credit card. Consequently, customers who join us by acquiring only a NuAccount typically generate lower initial revenue than customers who start off with multiple products, such as a credit card and a NuAccount.
Monthly Average Cost to Serve Per Active Customer (in US$)
We compare our monthly average cost to serve per active customer to our Monthly ARPAC to assess our customer economics in a given period. We define monthly average cost to serve per active customer as the monthly average of the sum of transactional expenses and customer support and operations expenses (sum of these expenses in the period divided by the number of months in the period) divided by the average number of individual active customers during the period (average number of individual active customers is defined as the average of the number of monthly active customers at the beginning of the period measured, and the number of monthly active customers at the end of the period).
Our monthly average cost to serve per active customer was US$0.8 for the year ended December 31, 2025. In comparison, our monthly average cost to serve per active customer was US$0.8 and US$0.8 for the years ended December 31, 2024 and 2023, respectively.
Deposits
We track our deposits to assess the trust our customers place in us and because deposits are an important source of funding for our credit products. We define deposits as money held by our individual customers and our SME customers in our NuAccounts. Our deposit balance is currently from our Brazil, Mexico and Colombia customer base. In December 2022 in Mexico and in Q2’24 in Colombia, with the launch of our digital savings account “Cuenta Nu”, we expanded our portfolio in both countries enabling local deposits and further supporting customer growth.
Deposits increased to US$41.9 billion as of December 31, 2025, an increase of 45.3% compared to US$28.9 billion as of December 31, 2024 (or an increase of 29.0% compared to as of December 31, 2024 on an FX Neutral basis). We believe our deposits are highly diversified as they come mostly from our retail customer base. As of December 31, 2025, approximately 90% of our total customers in Brazil had balances on deposits or in Money Boxes with us.
Our deposit base has also proved to be highly resilient, as shown in the graph above, growing steadily over time, independent of the interest rate environment, more than covering our funding needs.
In Brazil, in July 2022, we started to pay interest on deposits at 100% of the Brazilian interbank deposit rate, but retroactively and only for amounts that remained on deposit for more than 30 days. We started to see the full impacts of these actions in the fourth quarter of 2022, and in December 2025 our cost of funding was at 81% of interbank rate, compared to an all-time low of 78% of the interbank deposit rate in December 2022. We did not see any material impact of the deployment of Money Boxes or the changes in interest paid on our deposits inflows during 2025.
In Mexico, in May 2023 we launched Cuenta Nu, offering to our customers 24/7 liquidity deposits paying interest on deposits at 9% per year. In November 2023, we announced an increase to 15% in the annual rate of return on deposits, 375 bps above the central bank’s benchmark rate (TIEE) and started to see the impacts on these actions during the first half of 2024. In July 2024, we started reducing our preferential yield on 24/7 money boxes, bringing the spread versus TIIE to 200 bps on December 31, 2024, while continuing to see healthy growth in deposits. In 2025, we transitioned our 24/7 money boxes to a 100% TIIE yield. To complement this, we launched a high yield 'Turbo Cajita' capped at $25,000 MXN and sustained a premium of up to 30 basis points over TIIE for our locked terms.
In Colombia, since the second quarter of 2024 when we launched Cuenta Nu, we have followed a similar strategy in Mexico, and our performance in the country exceeded our expectations, reaching US$2.5 billion in deposits as of December 31, 2025.
Factors Affecting Our Performance
Our ability to attract and retain monthly active customers
Our customers are the foundation of our business. We are focused on growing and retaining our customer base. We expect continued growth in monthly active customers driven by the high-quality experiences that we provide when they use our products, the result of which we believe is high affinity with our brand. Our existing customers are core to our marketing as word-of-mouth drives a large portion of new customers to us. Approximately 80%-90% of our customers were acquired organically on average per year since our inception either through word-of-mouth or direct unpaid referrals.
Growth in our monthly active customer base is driven by (i) new customers (individual or SME business accounts); (ii) increases in the number of products per customer to give customers more reasons to be active (see “—New products and adoption”); (iii) high-quality customer service as measured by our strong NPS; and (iv) understanding our less active customers so we can optimize our product offerings including providing them with higher credit limits.
Our net churn has remained relatively low, averaging 0.1% per month in 2025, compared to 0.2% per month in 2024. We define net churn as the (i) sum of (a) customers who choose to cancel their accounts with us (voluntary churn) and (b) customers whose accounts are canceled proactively by us (involuntary churn) (ii) minus revivals, all divided by the number of customers as of the end of the respective period. We consider as revivals customers whose accounts were not valid in the previous month mainly due to fraud and delinquency, but to whom access was restored once the respective issue was addressed.
New products and adoption
We are focused on developing and launching new products and features, which could generate additional revenue streams, complement our customers’ experiences, and fulfill customers’ wider financial service needs. We launched several products since we started our operations in 2013, including credit and prepaid cards, a loyalty rewards program, payment accounts for individuals and SMEs, personal loans (secured and unsecured), Pix, an in-app marketplace with partnerships with e-commerces, cryptocurrency trading (NuCrypto), auto and life insurance, among other products. We also added investments through the acquisition of Nu Investimentos, having launched personalized investment tools (Money Boxes), new “Buy Now Pay Later” solutions that allow customers to pay overtime in up to twelve installments on their credit and prepaid card purchases and banking payment slips (boletos). In 2024 we also expanded our strategy beyond financial services, with the launch of NuTravel, our travel portal where customers can plan travels directly in the app, bundled with a multi-currency account and NuCel, our mobile phone service in a MVNO partnership with Claro. In 2025, we further expanded our secured loan products. This encompassed the implementation of new agreements for public payroll deductible loans, the introduction of private payroll deductible loans in response to recent regulatory changes in this asset class, and the expansion of our loan offerings in Mexico and Colombia. We expect to launch new products in the future, including additional credit products, other types of insurance policies, new investment solutions and other fee-driving businesses intended to leverage our large customer base. We have seen strong adoption of our new products over the past few years as evidenced across our cohorts. We expect our new products to provide additional avenues to acquire new customers as well as cross-sell within our existing customers as we continue to expect increased adoption of new products on a per customer basis. We expect 2026 to be an inflection year, focused on winning in our core markets while building the capabilities to evolve into a global digital banking platform. We will continue prioritizing Brazil and Mexico, reinforcing leadership in the mass market, expanding in SME and high-income segments, and advancing the Mexico banking license. Across markets, we will raise the bar on product quality and reliability while accelerating platformization, developing country-agnostic, reusable infrastructure to scale more efficiently. These strategic investments may result in near-term upward pressure on operating costs, though the structural drivers of operating leverage, such as revenue growth, scale, and disciplined cost management remain intact.
Continuing our international expansion
We believe that we are at a pivotal inflection point in our international expansion, transitioning from a Latin American leader to a global digital banking platform. We will continue to rely on our technology, data science, and proprietary AI models to expand into new markets. Following our successful entry into Mexico and Colombia, where we identified needs similar to those in Brazil , we are now laying the operational groundwork for the United States market following our conditional bank charter approval. As we enter these new geographies and accelerate our global footprint, we expect to attract new customers and build scale; however, this may lead to a near-term increase in our operating costs and deliberate investments in long-term capacity, which may temporarily impact our operating margins.
Rapid growth of our consumer credit business and associated credit loss provisioning
As we continue to expand and enhance our credit offerings, we have seen PV grow significantly. Our customer-centric approach and mission to democratize access to financial services have helped us gain market share in a sector that was traditionally dominated by a handful of incumbents for decades. As a result, our share of the Brazilian card PV market (including credit, debit and prepaid) has risen steadily each year. In 2025, we represented 14.7% of the total credit card PV, compared to 14.2% in 2024, 13.9% in 2023, 11.6% in 2022 and 8.7% in 2021, according to data from ABECS.
Our credit provisioning model is an expected credit loss model, and frontloads credit loss recognition by provisioning for future expected credit loss, or “ECL,” as soon as a credit limit is granted or loan is extended. While we make these loan loss provisions at the time of loan initiation, we expect to generate revenue and credit loss from these credit card and personal loan customers over time, which negatively impacts our gross profit and gross profit margin in any period where we are adding customers.
Economies of scale resulting from our technological platform
Cloud-based platforms enable scalability and agility. Our systems are designed to accommodate an ever-growing pool of customers and a range of products. Being 100% cloud-based and having built our core platform from the ground up, our systems are highly scalable and we believe that there are opportunities to drive further efficiency. As we add each incremental product to our platform, we benefit from the existing data and infrastructure, providing a source of operating leverage, as evidenced by a decreasing trend in our monthly average cost to serve per active customer.
Risk management
Our risk management frameworks are heavily based on data and machine learning and these models are continuously enhanced over time. As we increase our customer base and collect more data on the behavior of our customers, our models become better trained to identify and stratify our customers according to their risk, improving our decision-making. In addition, we constantly test our hypotheses using A/B testing in smaller samples of our customer base. As a result, we have improved our risk metrics year after year, as evidenced by our 90-day consumer finance delinquency rate being lower than the industry average across the Brazilian credit card market.
Regulation
As a tech company focused on the financial services sector in the countries we operate, we must comply with the laws and policies set by the central banks and other governmental institutions. Regulatory change might positively or negatively impact our revenue, credit provision policies and capital and liquidity requirements, among others. There are ongoing discussions to update the current methodology to calculate risk-weighted assets in Brazil, which could positively impact our capital requirements going forward. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Regulatory Matters and Litigation—We are subject to extensive regulation and regulatory and governmental oversight as a digital financial services platform and as a payment institution. Compliance with or violation of present or future regulations could be costly, expose us to substantial liability and force us to change our business practices, any of which could harm our business and results of operations.”
Seasonality
Our business is affected by customer behavior throughout the year and demonstrates seasonality effects. Historically, we benefit from higher PV and related revenue in the fourth quarter of the year due to the holiday season. However, our high historical growth has masked this seasonality in the past, and this may become more pronounced in the future. Adverse events that occur during those periods could have a disproportionate effect on our results of operations for the entire year. As a result of seasonality fluctuations caused by these and other factors, comparisons of our results of operations across different periods may not be accurate indicators of our future performance. As we diversify our business across product lines, we believe our seasonality may be reduced.
Macroeconomic environment
Our results of operations are subject to political and economic factors and their respective effects on the availability of funding resources, disposable income, employment rates and average wages. They are also affected by levels of consumer spending, interest rates and the expansion or retraction of consumer credit in the countries we operate, each of which impacts the number and overall value of payment transactions. For instance, the increase in the overall wages and the number of employed people has positively affected purchasing volume. On the other hand, a high-interest rate scenario tends to make funding costs more expensive.
Within Latin America and the Caribbean, we currently serve Brazil, Mexico and Colombia, countries that accounted for over 61% of the population and 65% of the GDP in the region in 2025, according to IMF forecasts. In 2025, these countries had populations of around 213 million, 133 million and 53 million and recorded GDPs of US$2.26 trillion, US$1,87 trillion and US$438 billion, respectively – measured in current U.S. dollars. In the past years, important industries have consolidated their presence in the region and acquired scale, the most notable being financial services, retail, manufacturing, transportation and communication, construction, agribusiness and mining. In most Latin American countries, an increasingly large proportion of the population is experiencing material gains in purchasing power and is being provided with augmented credit facilities, a trend that can be observed even with short-term episodes of economic downturn. Consumer patterns are therefore shifting towards more sophisticated products and services, a phenomenon that calls for enhanced business infrastructure, upgraded human capital and improved real estate facilities, among other requirements, to meet these demands.
Currently, the majority of our operations are located in Brazil, and we expanded our operations internationally to Mexico and Colombia in 2019 and 2020, respectively, because we believed they were very attractive markets that had some of the same characteristics and opportunities as those we had identified in Brazil. Nu has witnessed a 1.1% annual real GDP growth in Brazil, our core market, since its foundation, according to data from IBGE for the period between 2013 and 2025.
We believe that Latin America has a large and vibrant consumer market. However, the recent economic instability in Latin America has contributed to a decline in market confidence in the economy as well as to a deteriorating political environment, and weak macroeconomic conditions are expected to continue through 2026.
The following table shows data for real GDP, inflation and interest rates in Brazil, Mexico and Colombia and the U.S. dollar/local currency exchange rate at the dates and for the periods indicated.
| | For the Years Ended December 31, |
| | 2025 | 2024 |
| | (in percentages, except as otherwise indicated) |
| Brazil | | |
| Real growth in GDP (6) | 2.3 | 3.4 |
| Inflation (IPCA) (4) | 4.6 | 4.8 |
| Average CDI rate, per year (1) (3) | 14.3 | 10.8 |
| Average exchange rate - BRL per USD 1.00 (2) | 5.6 | 5.4 |
| Unemployment rate | 5.1 | 6.2 |
| Mexico | | |
| Real growth in GDP (6) | 0.6 | 1.5 |
| Inflation (INPC) (4) | 3.7 | 4.2 |
| Average TIIE rate, per year (1) (3) | 8.4 | 10.9 |
| Average exchange rate - MXN per USD 1.00 (2)(5) | 19.2 | 18.3 |
| Unemployment rate | 2.4 | 2.4 |
| Colombia | | |
| Real growth in GDP (6) | 2.6 | 1.5 |
| Inflation (IPC) (4) | 5.1 | 5.1 |
| Average effective IBR rate, per year (1)(3) | 8.8 | 10.6 |
| Average exchange rate - COP per USD 1.00 (2)(5) | 4,049.0 | 4,074.2 |
| Unemployment rate | 8.0 | 9.1 |
Sources: Brazil: IBGE, IPEA and BCB; Mexico: Banxico and INEGI; Colombia: Banrep and DANE. All data is frequently revised by the reporting institutions.
| (1) | BCB's SGS 4392 series; Banxico’s SIE CF111(SF331451) series (overnight); Banrep’s IBR publication. |
| (2) | BCB's SGS 3698 series; Banxico’s Foreign Exchange Market Portal; Banrep’s TRM. |
| (3) | CDI (Brazilian interbank deposit) and TIIE (Mexican Interbanking Equilibrium Interest Rate) are the interbank interest rates (IBR) defined as the rate of interest charged on short-term loans between banks. |
| (4) | IPCA (Broad National Consumer Price Index), INPC (National Consumer Price Index) and IPC (Consumer Price Index) are the Brazilian Consumer Price Index. |
| (5) | MXN (Mexican Pesos) and COP (Colombian Pesos) are the currencies for Mexico and Colombia, respectively. |
| (6) | National statistical agencies continuously revise data from recent quarters, resulting in adjustments to historical data. |
Interest rates
Interest rates affect our ability to generate revenue. Although higher interest rates can lead to reductions in private consumption, negatively impacting fees and commission income including the credit and prepaid card fees that we earn, they can also positively correlate with interest income, positively impacting our results.
Inflation
Inflation impacts our obligations to certain suppliers, such as office leasing, as costs are indexed to inflation rates. However, a significant part of our revenue is naturally hedged against inflation, since our credit and prepaid card income also tends to fluctuate in nominal terms according to inflation, even if we continue to apply the same percentage. When merchants adjust their prices for inflation, the purchasing power of consumers may be reduced, which may adversely affect some of our revenue streams if it results in a reduction in the number and volume of transactions.
Currency fluctuations
Our operations are conducted primarily in Brazilian reais (R$), which is the local currency in Brazil, but our presentation currency is U.S. dollars (US$). We also convert other currencies related to the countries in which we operate to U.S. dollars. This generates additional volatility in our financial statements. In the last few years, and in particular in 2024 the real has significantly depreciated in comparison to the U.S. dollar, which has adversely affected our results of operations in U.S. dollars terms.
Acquisitions, investments, new lines of business and other developments
| ● | On December 12, 2024 Nu made a minority investment in Tyme Group Pte Ltd. ("Tyme") as the lead of its series D funding round. Tyme operates under a hybrid model that combines a customer-centric digital banking platform with physical experiences, delivered in partnership with nationwide retailers through digital kiosks and bank ambassadors. Tyme specializes in emerging markets populations including South Africa and the Philippines. |
| ● | In September 2024, the Company announced the repositioning of Nucoin as part of a new loyalty program being developed for Nubank's customers, which led to the discontinuation of the liquidity pool feature that previously enabled clients to buy and sell Nucoin. As result, the Group recorded US$40 million, primarily attributed to marketing expenses, aimed at repositioning Nucoin within the new loyalty program, as well as US$8 million attributable to the impairment expenses of certain capitalized intangible assets associated with the liquidity pool feature. |
| ● | On July 31, 2024, we completed the acquisition of Hyperplane, a U.S.-based AI platform specialized in enabling financial institutions to launch personalized customer experiences through foundation models, which we believe will accelerate Nu's AI development across products. |
Non-IFRS Financial Measures and Reconciliations
This annual report presents our Adjusted Net Income (Loss) and certain FX Neutral measures and their respective reconciliations for the convenience of investors, which are non-IFRS financial measures. A non-IFRS financial measure is generally defined as a numerical measure of historical or future financial performance, financial position, or cash flow that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the most comparable IFRS measure. For further information on why our management chooses to use these non-IFRS financial measures and on the limits of using these non-IFRS financial measures, please see “Presentation of Financial and Other Information—Special Note Regarding Non-IFRS Financial Measures.” The FX Neutral measures for Adjusted Net Income (Loss) and certain key business metrics were calculated to present what such measures in preceding periods/years would have been had exchange rates remained stable from these preceding periods/years until the date of our most recent financial information, as detailed below.
The FX Neutral measures for the years ended December 31, 2025, 2024 and 2023 were calculated by multiplying the as reported amounts of Adjusted Net Income (Loss) and the key business metrics for such years by the average Brazilian reais/U.S. dollars exchange rates for the years ended December 31, 2025, 2024 and 2023 (R$5.3937 and R$4.9952, to US$1.00, respectively), and using such results to re-translate the corresponding amounts back to U.S. dollars by dividing them by the average Brazilian reais/U.S. dollars exchange rate for the year ended December 31, 2025 (R$5.5848 to US$1.00), so as to present what certain of our statement of income amounts and key business metrics would have been had exchange rates remained stable from these past periods/years until the year ended December 31, 2025.
The average Brazilian reais/U.S. dollars exchange rates were calculated as the average of the month-end rates for each month in the years 2025, 2024 and 2023, as reported by Bloomberg.
| | | As reported | | FX Neutral measures |
| | | For the years ended | | Percentage | | For the years ended | | Percentage |
| | | December 31, | | change (%) | | December 31, | | change (%) |
| | | 2025 | | 2024 | | 2023 | | 2025 /2024 | | 2024/ 2023 | | 2025 | | 2024 | | 2023 | | 2025/ 2024 | | 2024/ 2023 |
(In US$ millions, other than percentages) Adjusted Net Income (Loss): | | | | | | | | | | | | | | |
| Net income (loss) attributable to shareholders of the parent company | | 2,868.9 | | 1,972.1 | | 1,030.6 | | 45.5% | | 91.4% | | 2,868.9 | | 1,904.6 | | 921.8 | | 50.6% | | 123.1% |
| Share-based compensation | | 359.0 | | 408.2 | | 289.3 | | -12.1% | | 41.1% | | 359.0 | | 394.2 | | 258.8 | | -8.9% | | 64.5% |
| Allocated tax effects on share-based compensation (1) | | (125.8) | | (137.3) | | (89.7) | | -8.4% | | 53.1% | | (125.8) | | (132.6) | | (80.2) | | -5.1% | | 78.5% |
| Hedge of the tax effects on share-based compensation | | (29.5) | | (35.5) | | (33.7) | | -16.9% | | 5.3% | | (29.5) | | (34.3) | | (30.1) | | -14.0% | | 22.9% |
| Adjusted Net Income (Loss) for the year | | 3,072.6 | | 2,207.5 | | 1,196.5 | | 39.2% | | 84.5% | | 3,072.6 | | 2,131.9 | | 1,070.2 | | 44.1% | | 115.1% |
| (1) | | Represents the tax effects of pre-tax items excluded from Adjusted Net Income (Loss). The tax effects of pre-tax items excluded from Adjusted Net Income (Loss) are computed using the statutory rate related to each jurisdiction that was impacted by the adjustment, after taking into account the effects of permanent and temporary tax differences. |
Description of Principal Line Items
The following is a summary of the principal line items comprising our consolidated statements of income.
Total revenue
Our total revenue consists of the sum of our interest income and gains net of losses on financial instruments and fee and commission income, as detailed below:
Interest income and gains net of losses on financial instruments
Our interest and other financial income consists of interest income on loans, credit card receivables (revolving and interest-bearing installment transactions), other receivables and other assets at amortized cost are calculated using the effective interest method, which allocates interest, and direct and incremental fees and costs over the expected lives of the assets. For the revolving balances, interest is calculated from the due date of the credit card bill that was not fully paid.
Gains (losses) on financial instruments comprises the changes of the fair value gains and losses from financial instruments. The income arises from both the sale and purchase of financial assets and from changes in fair value caused by movements in interest, equity prices, and other market variables, as well as the interest accrual on the fixed and floating rate securities.
Fee and commission income
Fee and commission income are shown net of federal revenue taxes. The underlying principle applied in revenue recognition is to recognize revenue as the Group transfers goods or services to customers at an amount that the Group expects to be entitled to in exchange for those goods or services.
| ● | Credit and prepaid card income. Represent fees to authorize and provide settlement on credit and prepaid card transactions processed through the Mastercard network and are determined as a percentage of the total payment processed. Interchange fees, net of rewards revenue, are recognized and measured upon recognition of the transaction with the interchange networks, when performance obligation is considered satisfied. The interchange rates agreed with Mastercard are fixed and are dependent on the segment of each merchant. Interchange income is withheld from the amount to be paid to third parties. Additionally, there are revenues recognized from performance-linked contracts, including incentive mechanisms linked to prepaid and credit transaction volume performance and other performance obligations. These revenues are recognized on a straight-line basis until all performance obligations have been satisfied |
| ● | Late fees. Comprises fees charged when credit card bills are not paid at the due date by customers. Late Fees are directly associated with products such as credit cards receivables or loans. The revenue from these services provided to customers is accounted for under service revenue due to factors such as the existence of a contract and the transfer of service to the customer. Additionally, late fees are based on a fixed amount (based on a fixed rate incurred on the value of the installment) associated with these services provided. |
| ● | Insurance Commission. Represents brokerage commission income from third-party life insurance providers for sales made through our app. |
| ● | Other fee and commission income. Mainly consists of: (i) recharge expenses, or the selling price of prepaid telephone credits to customers, net of acquisition costs, (ii) commission income from the issuance of boletos (banking payment slips), which is a printable document issued by merchants that is used to make payments in Brazil, (iii) fee income for cash withdrawals, and (iv) commission from partners for their sales made on our marketplace. |
Fee and commission income is shown net of Brazilian federal income taxes. For more information on our revenue recognition policies, see note 4 of our audited consolidated financial statements.
Total cost of financial and transactional services provided
Total cost of financial and transactional services provided consists of the sum of our interest and other financial expenses, transactional expenses and expected credit loss, as detailed below:
Interest and other financial expenses
Interest and other financial expenses include: (i) interest expense accrued on deposits; (ii) interest expense relating to interest on repurchases agreements, borrowings and financing, and (iii) discounts on renegotiations of credit card and loans.
Transactional expenses
Transactional expenses comprise costs and expenses related to data processing for transactions, payment network license fees, chargeback losses relating to credit and prepaid card transactions, fulfillment costs relating to the rewards program upon point redemption by customers, and other payment-related costs. For further information on these costs, see note 6 to our audited consolidated financial statements. The most relevant transactional expenses are:
| ● | Payments and network costs, which comprise costs of the issuance of boletos (banking payment slips) by banks; costs related to our payment scheme license, i.e., a fee paid to Mastercard to enable communications between network participants, fees charged by other payment mode (such as Apple Pay), costs associated with customer withdrawals made at partner banks, expenses related to projects involving the development of new functions, operational fixed fees, fees related to chargeback restatements and royalties. |
| ● | Rewards expenses, which comprise the costs incurred to fulfill the redemption of rewards points by our customers; |
| ● | Financial system expenses, which are mainly related to financial services expenses such as fees over financial transactions, expenses with clearinghouses, and |
| ● | Other transaction expenses, which are mainly related to operational losses such as chargebacks and fraud. Losses from chargebacks consist of transactions credited back or refunded to the cardholder in the event of a billing dispute between a cardholder and the other participant in the credit transaction process that is resolved in favor of the customer. Chargebacks may occur due to a variety of factors, such as a claim by the cardholder or cases of fraud. If we are unable to collect chargebacks or refunds from other participants, or if they refuse to or are unable to reimburse us for chargebacks or refunds due to closure, bankruptcy, or other circumstances, we bear the loss for the amounts paid to the cardholder. |
Expected credit loss
Expected credit loss includes losses associated with our credit card and loans receivable from our customers. We expect our credit loss to fluctuate depending on many factors, including transaction volume and credit limits, macroeconomic conditions, the impact of regulatory changes, and the credit quality of credit card and loans receivable. Additionally, credit loss also includes reversals of provisions and recoveries and are decreased by recoveries, when the customer pays us after the write-off of the receivable.
Gross profit
Gross profit consists of our total revenue minus total cost of financial and transactional services provided.
Operating expenses
Operating expenses are segregated into customer support and operations, general and administrative expenses, marketing expenses, other expenses and other income.
Customer support and operations
Customer support and operations are represented by all the expenses incurred in our process of providing services to our customers, including:
| ● | Infrastructure and data processing costs include technology, software, and other related costs, primarily related to the cloud infrastructure used by us and other software used in providing services to our customers. These costs associated exclusively with customers’ transactions are presented as “customer support and operations.” Infrastructure and data processing costs also include costs associated with credit and prepaid card fees paid to Mastercard on a quarterly basis based on the number of active cards; |
| ● | Credit analysis and collection costs include fees paid to the credit bureaus and costs related to collection agencies. The credit analysis costs that are not associated with the initial credit analysis of an applicant are presented as “customer support and operations”; |
| ● | Customer services costs primarily include our costs associated with customer services provided by service providers. The costs that are not exclusively related to the acquisition of new customers are presented as “customer support and operations”; |
| ● | Salaries and associated benefits expenses for customer services squads not associated with the acquisition of new customers are presented as “customer support and operations”; |
| ● | Credit and prepaid card issuance costs include printing, packing, shipping and other costs. Costs related to the first card of a customer are initially recorded as “deferred expenses” assets included in “other assets” and then amortized. The amortization related to the first card of the customer is presented as “general and administrative expenses” and the remaining costs, including the ones related to subsequent cards, are presented as “customer support and operations”; and |
| ● | Share-based compensation corresponds to the cost of our share-based programs and awards issued for customer services squads not associated with the acquisition of new customers are presented as “customer support and operations”. |
General and administrative expenses
General and administrative expenses represent the amounts that we spend on research and development, certain back-office activities, indirect relations with our customers and overhead. These amounts consist of infrastructure and data-processing costs, credit analysis and collection costs, customer services, salaries and associated benefits, and credit and prepaid card issuance costs as explained in the customer and support operations description above. It also includes share-based compensation, specialized services expenses and other personnel costs, as follows:
| ● | Share-based compensation corresponds to the cost of our share-based programs and awards issued; |
| ● | Specialized services expenses comprise miscellaneous costs from service providers; and |
| ● | Other personnel costs are related to expenses related to medical assistance, meal benefit, life insurance, transportation and other benefits provided to all employees, excluding the part allocated as customer support and operations, as stated above. |
Marketing expenses
Marketing expenses relate to the production and distribution of our branding and advertising campaigns on media, online advertising, the positioning of our products on internet search platforms and expenses incurred in relation to trade marketing at events. It also contains salaries and benefits to employees dedicated exclusively to these activities.
Other expenses/ other income
Other expenses primarily consist of other expenses not classified in the foregoing categories of operating expenses. Furthermore, other expenses are also composed of taxes on financial income, which include federal taxes on financial revenue, such as interest income and gains on financial instruments and similar financial activities according to Brazilian tax rules.
Other income primarily relates to foreign exchange gains and losses on foreign transactions and monetary adjustments on recoverable taxes.
Share of loss in associates
Share of loss in associates refers to the result recognized using the equity method, representing the share of the period's income/loss of an associate in which the Group has significant influence.
Income taxes
Current income taxes comprise the income tax payable on profits based on the applicable tax law in each jurisdiction and is recognized as an expense in the period in which taxable profits arise. There is no taxation in the Cayman Islands on the income earned by us, and, as such, there is no tax impact at a consolidated level.
Our subsidiaries are subject to different income tax regimes and statutory rates. The table presents the statutory income tax rates in percentages for the main countries in which we operate:
Statutory income tax rates | 2025 | 2024 | 2023 |
| Brazil | 40% | 40% | 40% |
| Colombia | 35% | 35% | 35% |
| Mexico | 30% | 30% | 30% |
Deferred income tax is the tax expected to be payable or recoverable on income tax losses available to carry forward and on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts at the reporting date. Deferred tax liabilities are generally recognized for all temporary taxable differences, and deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which the assets may be utilized as they reverse.
We review the carrying amount of deferred tax assets at each reporting date and reduce it to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred and current tax assets and liabilities are only offset when they arise in the same tax reporting group and where there is both the legal right and the intention to settle on a net basis or to realize the asset and settle the liability simultaneously.
As a consequence of the current and deferred income taxes and the value of the permanent differences compared to the loss before income taxes, the effective tax rate of our consolidated operations fluctuates over time according to the portion of our total net income that was generated in each of these entities.
Results of Operations
Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024
The following table sets forth our statements of income data for the years ended December 31, 2025 and 2024:
| | | For the years ended December 31, | | | | |
| | | 2025 | | 2024 | | Variation ($) | | Variation (%) |
| | | (in US$ millions) | | | | |
| Interest income and gains net of losses on financial instruments | | 13,434.7 | | 9,631.0 | | 3,803.7 | | 39.5% |
| Fee and commission income | | 2,340.1 | | 1,886.1 | | 454.1 | | 24.1% |
| Total revenue | | 15,774.8 | | 11,517.1 | | 4,257.8 | | 37.0% |
| Interest and other financial expenses | | (4,578.7) | | (2,834.9) | | (1,743.8) | | 61.5% |
| Transactional expenses | | (366.2) | | (260.3) | | (105.9) | | 40.7% |
| Expected credit loss | | (4,204.9) | | (3,169.0) | | (1,035.9) | | 32.7% |
| Total cost of financial and transactional services provided | | (9,149.8) | | (6,264.2) | | (2,885.6) | | 46.1% |
| Gross profit | | 6,625.0 | | 5,252.8 | | 1,372.2 | | 26.1% |
| | | | | | | | | |
| Operating expenses | | | | | | |
| Customer support and operations | | (651.8) | | (604.6) | | (47.2) | | 7.8% |
| General and administrative expenses | | (1,420.5) | | (1,256.1) | | (164.4) | | 13.1% |
| Marketing expenses | | (302.8) | | (246.4) | | (56.4) | | 22.9% |
| Other income | | 130.1 | | 56.0 | | 74.1 | | 132.3% |
| Other expenses | | (507.9) | | (406.6) | | (101.3) | | 24.9% |
| Total operating expenses | | (2,752.9) | | (2,457.7) | | (295.2) | | 12.0% |
| | | | | | | | | |
| Share of loss in associates | | (3.7) | | - | | (3.7) | | |
| | | | | | | | | |
| Income before income taxes | | 3,868.4 | | 2,795.2 | | 1,073.2 | | 38.4% |
| | | | | | | | | |
| Income taxes | | (996.7) | | (823.1) | | (173.6) | | 21.1% |
| | | | | | | | | |
| Net income for the year | | 2,871.7 | | 1,972.1 | | 899.6 | | 45.6% |
| Net income attributable to shareholders of the parent company | | 2,868.9 | | 1,972.1 | | 896.8 | | 45.5% |
| Net income attributable to non-controlling interests | | 2.8 | | - | | 2.8 | | n.m |
Total revenue
Total revenue for the year ended December 31, 2025 was US$15,774.8 million, an increase of US$4,257.8 million, or 37.0%, from US$11,517.1 million for the year ended December 31, 2024, primarily attributable to a significant growth in 2025 in our revenues related to interest income from our credit card and loan operations as well as credit and prepaid card income (as total purchase volume grew 29%). Contributing to this increase was the higher interest income from the consumer finance portfolio that can be attributed to the expansion of personal loans and credit cards. Also, the credit and prepaid card income increased US$339.7 million, an increase of 24.6% compared to US$1,380.6 million for the year ended December 31, 2024 driven by purchase volume growth of 17%. The components of our total revenue are detailed below:
| | | For the Years Ended December 31, (in US$ millions) | | Variation ($) | | Variation (%) |
| | | 2025 | | 2024 | | |
| Interest income – credit card | | 4,597.8 | | 3,802.4 | | 795.4 | | 20.9% |
| Interest income – loan | | 4,784.3 | | 3,038.7 | | 1,745.6 | | 57.4% |
| Interest income – other assets at amortized cost | | 2,284.6 | | 1,279.0 | | 1,005.6 | | 78.6% |
| Interest income – other receivables | | 361.7 | | 324.2 | | 37.5 | | 11.6% |
| Interest income and gains net of losses - financial instruments at fair value | | 1,359.5 | | 1,288.0 | | 71.5 | | 5.6% |
| Other | | 46.9 | | (101.2) | | 148.1 | | (146.3)% |
| Total interest income and gains net of losses on financial instruments | | 13,434.8 | | 9,631.1 | | 3,803.7 | | 39.5% |
| Credit and prepaid card income | | 1,720.3 | | 1,380.6 | | 339.7 | | 24.6% |
| Late fees | | 385.0 | | 287.5 | | 97.5 | | 33.9% |
| Insurance commission | | 35.5 | | 29.1 | | 6.4 | | 22.0% |
| Other fee and commission income | | 199.2 | | 188.9 | | 10.3 | | 5.5% |
| Total fee and commission income | | 2,340.0 | | 1,886.1 | | 453.9 | | 24.1% |
| Total revenue | | 15,774.8 | | 11,517.2 | | 4,257.6 | | 37.0% |
Total interest income and gains net of losses on financial instruments. Total interest income and gains net of losses on financial instruments for the year ended December 31, 2025 was US$13,434.8 million, an increase of US$3,803.7 million, or 39.5%, from US$9,631.1 million for the year ended December 31, 2024, primarily attributable to (i) an increase in interest income from the loan portfolio (US$1,745.6million, or 57.4% increase in interest income - loan), mainly driven by the growth in customer base, an increase in 16.8 million customers or 14.7% in 2025, and consequent increase in purchased volume; and (ii) an increase of US$1,005.6 million, or 78.6% in Interest income – other assets at amortized cost, due to growth in voluntary deposits, as a result of the expansion of our deposit portfolio, and an increase of securities at amortized cost.
Total fee and commission income. Total fee and commission income for the year ended December 31, 2025 was US$2,340 million, an increase of US$453.9 million, or 24.1%, from US$ 1,886.1 million for the year ended December 31, 2024, primarily attributable to (i) an increase of US$ 339.7 million, or 24.6% in credit and prepaid card income arising from the increased purchased volume with credit and prepaid card resulting from an increase in the number of customers and (ii) an increase of US$97.5 million, or 33.9% in late fees, as a result of the portfolio growth of 58% in 2025.
Total cost of financial and transactional services provided
Total cost of financial and transactional services provided for the year ended December 31, 2025 was US$9,149.7 million, an increase of US$2,885.5 million, or 46.1%, from US$6,264.2 million for the year ended December 31, 2024, as detailed below.
| | | For the Years Ended December 31, (in US$ millions) | | Variation ($) | | Variation (%) |
| | | 2025 | | 2024 | | |
| Interest expense on deposits | | (3,876.5) | | (2,342.2) | | (1,534.3) | | 65.5% |
| Interest expense on repurchases agreements, borrowings and financing | | (429.7) | | (259.4) | | (170.3) | | 65.7% |
| Other interest and similar expenses | | (272.5) | | (233.2) | | (39.3) | | 16.9% |
| Interest and other financial expenses | | (4,578.7) | | (2,834.8) | | (1,743.9) | | 61.5% |
| Payments and network costs | | (107.6) | | (83.6) | | (24.0) | | 28.7% |
| Rewards expenses | | (138.2) | | (68.5) | | (69.7) | | 101.8% |
| Financial system expenses | | (15.5) | | (15.0) | | (0.5) | | 3.3% |
| Other transactional expenses | | (104.8) | | (93.3) | | (11.5) | | 12.3% |
| Total transactional expenses | | (366.1) | | (260.4) | | (105.7) | | 40.6% |
| Expected credit loss | | (4,204.9) | | (3,169.0) | | (1,035.9) | | 32.7% |
| Total cost of financial and transactional services provided | | (9,149.7) | | (6,264.2) | | (2,885.5) | | 46.1% |
Interest and other financial expenses. Interest and other financial expenses for the year ended December 31, 2025 were US$4,578.7 million, an increase of US$1,743.9 million, or 61.5%, from US$2,834.8 million for the year ended December 31, 2024, mainly attributable to: (i) an increase of US$1,534.3 million or 65.5% in interest expenses on deposits due to an increase in the volume of deposits of US$13.0 billion, or 45.3%, reaching US$41.9 billion as of December 31, 2025, compared to US$28.9 billion as of December 31, 2024, mainly related to the increase in customer base, and (ii) an increase of US$170.3 million or 65.7% in interest expenses on repurchases agreements, borrowings and financing mainly related to the increase in interest expenses due to the increase in financial letters issued during the year and repurchase agreements.
Transactional expenses. Transactional expenses for the year ended December 31, 2025 were US$366.1 million, an increase of US$105.7 million, or 40.6% from US$260.4 million for the year ended December 31, 2024, primarily attributable to: (i) an increase of US$69.7 million or 101.8% in rewards expenses, (ii) an increase of US$24.0 million or 28.7% in payments and network costs; and (iii) an increase of US$11.5 million or 12.3% in other transactional expenses reflecting an increase in operational losses and costs to improve our infrastructure. The transactional expenses increase is related to the growth of Nu's customer base and purchase volume.
Expected Credit loss. Expected credit loss for the year ended December 31, 2025 were US$4,204.9 million, an increase of US$1,035.9 million, or 32.7%, from US$3,169.0 million for the year ended December 31, 2024, and it was comprised of an increase in expected credit loss for credit card receivables of US$342.9 million, or 17.0%, and an increase in ECL expenses for loans to customers of US$666.7 million, or 58.0%. The increase for credit card receivables reflects a growth in the purchase volume and the credit card balances to US$21.7 billion as of December 31, 2025, from US$14.6 billion as of December 31, 2024. The increase for loans to customers reflects mainly the growth in the loan portfolio to US$9.4 billion as of December 31, 2025, from US$5.3 billion as of December 31, 2024, or an increase of US$4.1 billion or 77%. The total ECL for credit cards and loans was 15.4% of the total receivable, remaining stable compared as of December 31, 2024, when it was also 15.4%. This stability reflects that the increase in the ECL was primarily driven by the growth of our total portfolio and remained aligned with its underlying credit quality. For more information, see notes 13 for credit card receivables and 14 for loans to customers to our audited consolidated financial statements.
Gross Profit
As a result of the foregoing, our gross profit for the year ended December 31, 2025 was US$6,625.0 million, an increase of US$1,372.1 million, or 26.1%, compared to US$5,252.9 million for the year ended December 31, 2024. Our gross margin (gross profit divided by total revenue) decreased, reaching 42.0% for the year ended December 31, 2025, compared to 45.6% for the year ended December 31, 2024.
Operating expenses
Operating expenses for the year ended December 31, 2025 were US$2,752.9 million, an increase of US$295.2 million, or 12.0%, from US$2,457.7 million for the year ended December 31, 2024. Operating expenses represented 17.5% of our total revenue in 2025, compared to 21.3% in 2024. The main changes leading to the increase/decrease in operating expenses in the year are explained below.
| | | For the years ended December 31, (in US$ millions) | | | | |
| | | 2025 | | 2024 | | Variation ($) | | Variation (%) |
| Operating expenses | | | | | | |
| Customer support and operations | | (651.8) | | (604.6) | | (47.2) | | 7.8% |
| General and administrative expenses | | (1,420.5) | | (1,256.1) | | (164.4) | | 13.1% |
| Marketing expenses | | (302.8) | | (246.4) | | (56.4) | | 22.9% |
| Other income | | 130.1 | | 56.0 | | 74.1 | | 132.3% |
| Other expenses | | (507.9) | | (406.6) | | (101.3) | | 24.9% |
| Total operating expenses | | (2,752.9) | | (2,457.7) | | (295.2) | | 12.0% |
Customer support and operations. Customer support and operations expenses for the year ended December 31, 2025 were US$651.8 million, an increase of US$47.2 million, or 7.8%, from US$604.6 million for the year ended December 31, 2024, primarily attributable to (i) an increase of US$13.5 million in credit and prepaid card issuance costs, (ii) an increase US$16.1 million in expenses with credit analysis and collection costs, (iii) an increase US$13.4 million in expenses with Infrastructure and data processing costs and (iv) US$10.0 million in expenses with depreciation and amortization, mainly driven by the increase of internally developed intangibles, which totaled an addition of US$285.7 million for the year ended December 31, 2025. See note 19 to our audited consolidated financial statements for more details. Each of (i), (ii) and (iii) was driven by the increase of new customers volume in 2025, reaching 131.0 million customers for the year ended December 31, 2025 from 114.0 million customers for the year ended December 31, 2024, resulting in an increase of 15.0%.
General and administrative expenses. General and administrative expenses for the year ended December 31, 2025 were US$1,420.5 million, an increase of US$164.4 million, or 13.1%, from US$1,256.1 million for the year ended December 31, 2024, primarily attributable to: (i) an increase US$59.9 million in expenses with Infrastructure and data processing costs, (ii) an increase of US$59.4 million in salaries and associated benefits due to an increase in the compensation paid and the associated social charges and (iii) an increase of US$22.8 million in other expenses due to increases in lawsuits and legal losses.
Marketing expenses. Marketing expenses for the year ended December 31, 2025 were US$302.8 million, an increase of US$56.4 million, or 22.9%, from US$246.4 million for the year ended December 31, 2024, primarily due to an increase of US$54.4 million in expenses related to digital and traditional advertising expenses.
Other expenses. Other expenses for the year ended December 31, 2025 were US$507.9 million, an increase of US$101.3 million, or 24.9%, from an expense of US$406.6 million for the year ended December 31, 2024, primarily attributable to an increase of US$100.3 million in taxes on financial income.
Other income. Other income for the year ended December 31, 2025 was an income of US$130.1 million, an increase of US$74.1 million, or 132.3%, from an income of US$ 56.0 million for the year ended December 31, 2024, primarily attributable to an increase of US$100.3 million in monetary adjustments on recoverable taxes.
Share of loss in associates
The share of loss from associates for the year ended December 31, 2025, was US$3.7 million. There was no share of loss from associates for the year ended December 31, 2024, as the investment was completed in December 2024 and the equity pickup was recorded from January 2025.
Income before income taxes
As a result of the foregoing, income before income taxes for the year ended December 31, 2025 was US$3,868.4 million, an increase of US$1,073.3 million, or 38.4%, from US$2,795.1 million for the year ended December 31, 2024.
Income taxes
Income taxes for the year ended December 31, 2025 were a tax expense of US$996.7 million, an increase of US$173.6 million, from a tax expense of US$823.1 million for the year ended December 31, 2024. The effective income tax rates were 25.8% and 29.4% in the years 2025 and 2024, respectively. The decrease in the effective tax rate was primarily due to the recognition of deferred tax assets to be realized from 2026 onwards. For more information, see notes 30 for income taxes to our audited consolidated financial statements.
Net income for the year
As a result of the foregoing, net income for the year ended December 31, 2025 was US$2,871.7 million, an increase of US$899.6 million, or 45.6%, from a net income of US$1,972.1 million for the year ended December 31, 2024.
Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023
For a discussion of our results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, please see “Item 5. Operating and Financial Review and Prospects -A. Operating Results - Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023“ of our annual report on Form 20-F for the year ended December 31, 2024, filed with the SEC on April 16, 2025.
Exchange Rates
While we maintain our books and records in U.S. dollars, the presentation currency for our financial statements and also our functional currency, as a holding company, our material assets are our direct and indirect equity interests in our subsidiaries, and we are therefore dependent upon the results of operations of our subsidiaries, which are denominated primarily in the local currencies of the Latin American countries in which we operate, and as such our consolidated results of operations may be affected by changes in the local exchange rates to the U.S. dollar. We have significant operations in Brazil, Mexico and Colombia. The exchange rates discussed in this section have been obtained from each country’s central bank. However, in most cases, for consolidation purposes, we use a foreign currency to U.S. dollar exchange rate provided by Bloomberg that differs slightly from that reported by the aforementioned central banks. For more information, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business and Industry—Our holding company structure makes us dependent on the operations of our subsidiaries” and “Item 3. Key Information—D. Risk Factors—Risks Relating to the Countries in Which We Operate—Exchange rate and interest rate instability may have a material adverse effect on the economies of the countries in which we operate and the price of our Class A ordinary shares” and “Presentation of Financial and Other Information—Financial Statements.”
Brazil
The Brazilian foreign exchange system allows the purchase and sale of foreign currency and the international transfer of reais by any person or legal entity, regardless of the amount, subject to certain regulatory procedures.
The real/U.S. dollar exchange rate reported by the Central Bank of Brazil was R$5.581 per US$1.00 on December 31, 2021, which reflected a 7.4% depreciation in the real against the U.S. dollar since December 31, 2020. The real/U.S. dollar exchange rate reported by the Central Bank of Brazil was R$5.218 per US$1.00 on December 31, 2022, which reflected a 6.5% appreciation in the real against the U.S. dollar since December 31, 2021. The real/U.S. dollar exchange rate reported by the Central Bank of Brazil was R$4.841 per US$1.00 on December 31, 2023, which reflected a 7.2% appreciation in the real against the U.S. dollar since December 31, 2022. The real/U.S. dollar exchange rate reported by the Central Bank of Brazil was R$6.192 per US$1.00 on December 31, 2024, which reflected a 27.9% depreciation in the real against the U.S. dollar since December 31, 2023. The real/U.S. dollar exchange rate reported by the Central Bank of Brazil was R$5.502 per US$1.00 on December 31, 2025, which reflected a 11.1% appreciation in the real against the U.S. dollar since December 31, 2024. There can be no assurance that the real will not depreciate or appreciate further against the U.S. dollar.
The Central Bank of Brazil has previously intervened in the foreign exchange market to attempt to control instability in foreign exchange rates. We cannot predict whether the Central Bank of Brazil or the Brazilian government will continue to allow the real to float freely or to what extent it will intervene in the exchange rate market by re-implementing a currency band system or otherwise. The real may depreciate or appreciate substantially against the U.S. dollar in the future. Furthermore, Brazilian law provides that, whenever there is a serious imbalance in Brazil’s balance of payments or there are serious reasons to foresee a serious imbalance, temporary restrictions may be imposed on remittances of foreign capital abroad. We cannot guarantee that the Brazilian government will not place restrictions on remittances of foreign capital abroad in the future.
The following table sets forth, for the periods indicated, the high, low, average and period-end exchange rates for the purchase of U.S. dollars expressed in Brazilian reais per U.S. dollar. The average rate is calculated by using the average of reported exchange rates by the Central Bank of Brazil on each business day during monthly and annual periods, as applicable. As of December 31, 2025, the exchange rate for the purchase of U.S. dollars as reported by the Central Bank of Brazil was R$5.502 per US$1.00.
Year | Year-end | Average1 | Low2 | High3 |
| | | | | |
| 2021 | 5.581 | 5.396 | 4.921 | 5.840 |
| 2022 | 5.218 | 5.165 | 4.618 | 5.704 |
| 2023 | 4.841 | 4.995 | 4.720 | 5.446 |
| 2024 | 6.192 | 5.392 | 4.854 | 6.199 |
| 2025 | 5.502 | 5.586 | 5.273 | 6.209 |
Source: Central Bank of Brazil.
| 1. | | Represents the average of the exchange rates on the closing of each business day during the year. |
| 2. | | Represents the minimum of the exchange rates on the closing of each business day during the year. |
| 3. | | Represents the maximum of the exchange rates on the closing of each business day during the year. |
Month | Period-end | Average1 | Low2 | High3 |
| October 2025 | 5.384 | 5.453 | 5.295 | 5.574 |
| November 2025 | 5.334 | 5.341 | 5.273 | 5.395 |
| December 2025 | 5.502 | 5.386 | 5.321 | 5.498 |
| January 2026 | 5.230 | 5.338 | 5.184 | 5.437 |
| February 2026 | 5.150 | 5.201 | 5.138 | 5.259 |
| March 2026 | 5.219 | 5.232 | 5.160 | 5.288 |
| April 2026 (through April 6, 2026) | 5.153 | 5.160 | 5.153 | 5.166 |
Source: Central Bank of Brazil.
| 1. | | Represents the average of the exchange rates on the closing of each business day during the month. |
| 2. | | Represents the minimum of the exchange rates on the closing of each business day during the month. |
| 3. | | Represents the maximum of the exchange rates on the closing of each business day during the month. |
Mexico
For the last years, the Foreign Exchange Commission of the Mexican government has maintained a policy of nonintervention in the foreign exchange markets, other than conducting auctions for the purchase of U.S. dollars, aimed at ensuring financial stability of the local foreign exchange market. Although Mexico has not had in effect any exchange controls in recent years, these controls have existed and have been in effect in the past. We cannot guarantee that the Mexican government will maintain its current policies with regard to the Mexican peso or that the Mexican peso will not further depreciate or appreciate significantly in the future.
The following table sets forth, for the periods indicated, the high, low, average and period-end free-market exchange rates for the purchase of U.S. dollars, expressed in nominal Mexican pesos per U.S. dollar, as reported by the Central Bank of Mexico in the Federal Official Gazette. All amounts are stated in Mexican pesos per U.S. dollar. The annual and interim average rates, as well as monthly average rates, reflect the average of daily rates.
Year | Year-end | Average1 | Low2 | High3 |
| | | | | |
| 20214 | 20.584 | 20.282 | 19.579 | 21.819 |
| 2022 | 19.509 | 20.114 | 19.166 | 21.333 |
| 2023 | 16.967 | 17.730 | 16.673 | 19.475 |
| 2024 | 20.883 | 18.331 | 16.337 | 20.883 |
| 2025 | 18.008 | 19.198 | 17.893 | 20.819 |
Source: Central Bank of Mexico.
| 1. | | Represents the average of the exchange rates on the closing of each business day during the year. |
| 2. | | Represents the minimum of the exchange rates on the closing of each business day during the year. |
| 3. | | Represents the maximum of the exchange rates on the closing of each business day during the year. |
| 4. | | Series used for 2020 and 2021 are FIX exchange rates of 2 days after “determination”. |
Month | Period-end | Average1 | Low2 | High3 |
| October 2025 | 18.580 | 18.435 | 18.324 | 18.580 |
| November 2025 | 18.295 | 18.413 | 18.295 | 18.656 |
| December 2025 | 18.008 | 18.077 | 17.893 | 18.310 |
| January 2026 | 17.420 | 17.648 | 17.218 | 17.985 |
| February 2026 | 17.232 | 17.217 | 17.129 | 17.408 |
| March 2026 | 17.925 | 17.784 | 17.285 | 18.129 |
April 2026 (through April 6, 2026) | 17,767 | 17,779 | 17,767 | 17,832 |
| 1. | | Represents the average of the exchange rates on the closing of each business day during the month. |
| 2. | | Represents the minimum of the exchange rates on the closing of each business day during the month. |
| 3. | | Represents the maximum of the exchange rates on the closing of each business day during the month. |
Colombia
The Colombian government and the Colombian Central Bank have considerable power to determine governmental policies and actions that relate to the Colombian economy and, consequently, to affect the operations and financial performance of businesses. The Colombian government and the Colombian Central Bank may seek to implement additional measures aimed at controlling further fluctuation of the Colombian peso against other currencies and fostering domestic price stability. The Colombian Central Bank and the Colombian Ministry of Finance and Public Credit (Ministerio de Hacienda y Crédito Público, or “MHCP”) have in the past adopted a set of measures intended to tighten monetary policy and control the fluctuation of the Colombian peso against the U.S. dollar. Colombia has a free market for foreign exchange, and the Colombian government allows the Colombian peso to float freely against the U.S. dollar. There can be no assurance that the Colombian government will maintain its current policies with regard to the Colombian peso or that the Colombian peso will not depreciate or appreciate significantly in the future.
The Colombian Central Bank establishes the parameters that must be observed in order to calculate the Representative Market Rate (Tasa Representativa del Mercado); then, the Colombian Financial Superintendency (Superintendencia Financiera de Colombia, or “SFC”) proceeds to compute and certify the Representative Market Rate based on the weighted averages of the buy/sell foreign exchange rates quoted daily by certain financial institutions for the purchase and sale of foreign currency.
The following table sets forth, for the periods indicated, the high, low, average and period-end exchange rates for the purchase of U.S. dollars expressed in Colombian pesos per U.S. dollar as certified by the SFC. The rates shown below are in nominal Colombian pesos and have not been restated in constant currency units. The average rate is calculated by using the average of reported exchange rates by the Colombian Central Bank on each business day during monthly and annual periods, as applicable.
Year | Year-end | Average1 | Low2 | High3 |
| | | | | |
| 2021 | 3,981.16 | 3,743.09 | 3,420.78 | 4,023.68 |
| 2022 | 4,810.20 | 4,255.44 | 3,706.95 | 5,061.21 |
| 2023 | 3,822.05 | 4,325.05 | 3,822.05 | 4,989.58 |
| 2024 | 4,409.15 | 4,071.35 | 3,763.43 | 4,478.21 |
| 2025 | 3,757.08 | 4,052.71 | 3,706.94 | 4,416.69 |
Source: Colombian Central Bank.
| 1. | | Represents the average of the exchange rates on the closing of each business day during the year. |
| 2. | | Represents the minimum of the exchange rates on the closing of each business day during the year. |
| 3. | | Represents the maximum of the exchange rates on the closing of each business day during the year. |
Month | Period-end | Average1 | Low2 | High3 |
| October 2025 | 3,870.42 | 3,877.84 | 3,808.12 | 3,933.31 |
| November 2025 | 3,744.43 | 3,786.18 | 3,716.73 | 3,872.47 |
| December 2025 | 3,757.08 | 3,791.47 | 3,706.94 | 3,874.71 |
| January 2026 | 3,670.47 | 3,703.00 | 3,630.33 | 3,790.77 |
| February 2026 | 3,766.30 | 3,675.64 | 3,622.00 | 3,766.30 |
| March 2026 | 3,669.96 | 3,717.56 | 3,668.89 | 3,797.64 |
| April 2026 (through April 6, 2026) | 3,675.81 | 3,673.19 | 3,660.10 | 3,675.81 |
Source: Colombian Central Bank.
| 1. | | Represents the average of the exchange rates on the closing of each business day during the month. |
| 2. | | Represents the minimum of the exchange rates on the closing of each business day during the month. |
| 3. | | Represents the maximum of the exchange rates on the closing of each business day during the month. |
| B. | Liquidity and Capital Resources |
Cash flows
As of December 31, 2025 and 2024, we had US$15,003.6 million and US$9,185.7 million, respectively, in cash and cash equivalents. We believe that our current available cash and cash equivalents and the projected cash flows from our operating activities will be sufficient to meet our working capital requirements and capital expenditures in the ordinary course of business for the next 12 months and beyond. The following table shows the generation and use of cash for the years indicated:
| | For the year ended December 31, |
| | 2025 | 2024 | 2023 |
| | (in US$ millions) |
| Cash flows generated from operating activities | 3,500.5 | 2,399.1 | 1,266.2 |
| Cash flow (used in) / generated from investing activities | (342.3) | (330.6) | (177.0) |
| Cash flow (used in) / generated from financing activities | 2,290.2 | 727.7 | 425.2 |
| Increase (decrease) in cash and cash equivalents | 5,448.4 | 2,796.2 | 1,514.4 |
| Cash and cash equivalents – end of the year | 15,003.6 | 9,185.7 | 5,923.4 |
Our cash and cash equivalents include reverse repurchase agreements, short-term investments, bank account balances, securities, voluntary deposits at central banks and other cash and cash equivalents. The reverse repurchase agreements substantially have one-day maturities and have an immaterial risk of change in value. Short-term investments and securities are highly liquid investments with original maturities of three months or less and with an immaterial risk of change in value. Voluntary deposits at central banks are deposits made by the subsidiaries in Brazil, Mexico and Colombia at the Central Bank, considering liquidity strategies from the Treasury, and are considered as cash and cash equivalents as they mature in one business day. For more information, see note 11 to our audited consolidated financial statements included elsewhere in this annual report.
Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024
Operating activities. Our net cash flows generated from operating activities for the year ended December 31, 2025 were US$3,500.5 million, an increase of US$1,101.4 million from a cash flow generated from operating activities of US$2,399.1 million in the year ended December 31, 2024. Our net income for the year ended December 31, 2025, was US$2,871.7 million, an increase of US$899.6 million from US$1,972.1 million net income for the year ended December 31, 2024. The total balance after the adjustments to reconcile net income for the year to cash used in operating activities for the year ended December 31, 2025 was US$7,873.1 million, compared to US$5,320.1 million for the year ended December 31, 2024, mainly as a result of (i) an increase in expected credit loss to US$4,701.1 million in the year ended December 31, 2025, compared to US$3,469.0 million in the year ended December 31, 2024, offset by (ii) a decrease in deferred income taxes by US$427.3 million in the year ended December 31, 2025, compared to US$713.4 million in the year ended December 31, 2024, and (iii) an increase in interest accrued to US$288.7 million in the year ended December 31, 2025, compared to US$179.2 million in the year ended December 31, 2024. Also, the cash flow generated from operating activities was impacted by the changes in our operation assets and liabilities were principally affected by an increase in cash outflows for credit card receivables, loans to customers and compulsory and other deposits at central banks partly compensated by cash inflows from higher volume of deposits, payables to network and interest received.
Investing activities. Our net cash flows used in investing activities for the year ended December 31, 2025 were US$342.3 million, an increase of US$11.7 million, from US$330.6 million for the year ended December 31, 2024, primarily due to an increase in acquisition and development of intangible assets during December 31, 2025.
Financing activities. Our net cash flows generated from financing activities for the year ended December 31, 2025 were US$2,290.2 million, an increase of US$1,562.5 million from US$ 727.7 million for the year ended December 31, 2024. The increase in the cash generated resulted primarily from the net effect of an increase in proceeds from borrowings and financing, considering new borrowings registered, to US$2,823.5 million in the year ended December 31, 2025 compared to US$1,309.9 million in the year ended December 31, 2024.
.As a result of the foregoing, cash and cash equivalents as of December 31, 2025 were US$15,003.6 million, an increase of US$5,817.9 million, from US$9,185.7 million as of December 31, 2024.
Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023
For a discussion of our results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, please see “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources – Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023“ of our annual report on Form 20-F for the year ended December 31, 2024, filed with the SEC on April 16, 2025.
Indebtedness
As of December 31, 2025, our indebtedness was composed of US$4,398,216 million in borrowings and financing and US$29,197 million in lease liabilities. The following is a description of our material indebtedness as of December 31, 2025:
Borrowings and financing
Borrowings and financing are composed of a margin loan credit facility denominated in US dollars issued by our subsidiaries in Brazil, indexed to CME Term SOFR Rate (CME Group's forward-looking SOFR rate) plus a fixed spread; and a syndicated loan denominated in Colombian Pesos by our Colombian subsidiary, Nu Colombia S.A., or “Nu Colombia”, indexed by Colombian Reference Banking Indicator or the “IBR”. This line is composed of financial bills issued by our subsidiaries in Brazil, denominated in Brazilian reais. The IFC B Loan disbursed in 2023 is USD-denominated, indexed to Libor and counts on interest-rate hedge.
On September 27, 2024, our Colombian subsidiary Nu Colombia entered into a credit facility with United States International Development Finance – DFC with a total commitment of US$150 million and an interest rate of SOFR + 2.90%. The commitment period of the facility ends on March 27, 2026. This term loan credit facility is guaranteed by us. As of December 31, 2024, US$150 million was outstanding under this credit facility, and US$50 million has been disbursed on October 18, 2024, maturing on October 15, 2027. During the year ended December 31, 2025, Nu Colombia fully prepaid the US$50 million; and the total outstanding on the facility was reduced to a committed undisbursed amount of US$100 million.
During the years ended December 31, 2025 and 2024, the Company obtained a margin loan credit facility, which Nu entered into through Nu Financeira, secured by government securities and sovereign bonds as collateral. As of December 31, 2025, the balance of this margin loan was US$1,868,626 (US$201,493 as of December 31, 2024). The maturity for these loans is from March 2026 to January 2027.
As of December 31, 2025, Nu Financeira had issued financial bills denominated in Brazilian reais, indexed to a percentage of the CDI or to CDI plus a fixed spread. The balance of these financial bills was US$2,529,590 (US$1,178,603 as of December 31, 2024).
Lease liabilities
Lease liabilities correspond to lease agreements for certain items in our operations, primarily in connection with leasing office space under agreements that are generally indexed to Brazilian reais or Mexican Pesos, as applicable.
Capital Expenditures
In the years ended December 31, 2025, 2024 and 2023, we made capital expenditures (defined as cash payments to acquire property, plant and equipment or intangible assets) of US$340.8 million, US$175.0 million and US$177.0 million, respectively.
These capital expenditures mainly included expenditures related to the upgrade and development of our IT systems, software and infrastructure, facilities, machinery and equipment, furniture and fittings and leasehold improvements.
We expect to increase our capital expenditures to support the growth in our business and operations in the countries in which we operate, including Brazil, Mexico and Colombia. We expect to meet our capital expenditure needs for the foreseeable future from our operating cash flow, our existing cash and cash equivalents, and with the net proceeds of our Initial Public Offering (IPO). Our future capital requirements will depend on several factors, including our growth rate, the expansion of our research and development efforts, employee headcount, marketing and sales activities, the introduction of new features to our existing products and the continued market acceptance of our products.
Tabular Disclosure of Contractual Obligations
The following is a summary of our contractual obligations as of December 31, 2025:
| | | Payments Due By Period as of December 31, 2025 |
| | | Up to 1 month | | 1 to 3 months | | 3-12 months | | Over 12 months | | Total |
| | | (In US$ millions) |
| Deposit (1) | | | | | | | | | | |
| Banking deposit receipt (Recibo de Depósito Bancário - RDB) | | 31,248.8 | | 466.1 | | 947.4 | | 295.6 | | 32,957.9 |
| Banking certificate of deposit (CDB) | | 28.6 | | 130.6 | | 227.1 | | 129.0 | | 515.3 |
| Borrowings and financing | | 87.7 | | 336.2 | | 2,240.7 | | 2,318.7 | | 4,983.3 |
| Total | | 31,365.1 | | 932.9 | | 3,415.2 | | 2,743.3 | | 38,456.5 |
| (1) | | Gross nominal outflows for deposits were calculated considering the exchange rate of R$5.496 to US$1.00, the commercial purchase rate for U.S. dollars as of December 31, 2025 as reported by Bloomberg and the projected Brazilian CDI Rate as reported on the B3’s website, for the deposits. |
| C. | Research and Development, Patents and Licenses, Etc. |
See “Item 4. Information on the Company—D. Property, Plants and Equipment—Intellectual Property.”
For discussion of trend information, see “Item 4. Information on the Company—B. Business Overview—Overview—Our Attractive Opportunity—Powerful Secular Trends”; “Item 4. Information on the Company—B. Business Overview—Our Market—Industry Background—the Latin American Financial Services Industry is Ready to Be Reinvented” and “Item 5. Operating and financial review and prospects —A. Operating Results.”
| E. | Critical Accounting Estimates |
For further information about critical judgments, assumptions and estimation uncertainties in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements, see note 5 – Significant accounting judgments, estimates and assumptions to our audited consolidated financial statements (see Item 17 of this annual report).
Item 6. Directors, Senior Management and Employees
| A. | Directors and Senior Management |
We are managed by our board of directors and by our management team, pursuant to our Memorandum and Articles of Association and the Cayman Islands Companies Act (as revised).
Board of Directors
As of April 8, 2026, our board of directors was composed of nine members. Our Memorandum and Articles of Association provide that each director holds office until the next annual general meeting following the annual general meeting at which such director was elected. None of our board members have contracts that provide for benefits upon termination of employment.
Our Memorandum and Articles of Association provide that from and after the date on which David Vélez (together with his affiliates), our founding shareholder, no longer beneficially owns more than 50% of the aggregate voting power of all of our issued shares having the right to receive notice of and vote at our annual general meetings, or the classifying date, the directors shall be divided into three classes designated Class I, Class II, and Class III. Each director shall serve for a term ended on the date of the third annual general shareholders meeting following the annual general shareholders meeting at which such director was elected, provided that directors initially designated as Class I directors will serve for a term ended on the date of the first annual general shareholders meeting following the classifying date, directors initially designated as Class II directors shall serve for a term ended on the second annual general shareholders meeting following the classifying date, and directors initially designated as Class III directors shall serve for a term ended on the date of the third annual general shareholders meeting following the classifying date. The directors nominated by our founding shareholder shall be allocated to the longest duration classes unless otherwise determined by our founding shareholder. Our directors do not have a retirement age requirement under our Memorandum and Articles of Association. The following table presents the names of the current members of our board of directors.
| Name | Age | Position(s) |
| David Vélez Osorno | 44 | Founder, Chairman and Chief Executive Officer |
| Anita Mary Sands | 49 | Lead Independent Director(1)* |
| David Alexandre Marcus | 52 | Director (2) |
| Douglas Mauro Leone | 68 | Director(2)* |
| Diego Piacentini | 65 | Director* |
| Jacqueline Dawn Reses | 56 | Director(2)* |
| Luis Alberto Moreno Mejía | 72 | Director(2)* |
| Rogério Paulo Calderón Peres | 64 | Director(1)* |
| Thuan Quang Pham | 58 | Director (1)* |
| (1) | | Member of the Audit and Risk Committee |
| (2) | | Member of the Compensation and People Committee |
The following is a brief summary of the business experience of our directors. Unless otherwise indicated, the current business address for our directors is c/- Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, Grand Cayman, KY1-9010, Cayman Islands.
David Vélez Osorno is our Founder, the Chairman of our Board of Directors and our Chief Executive Officer. Before founding Nu in 2013, David was a partner at Sequoia Capital, in charge of the firm’s Latin American investments group. Before Sequoia, David worked in investment banking and growth equity at Goldman Sachs, Morgan Stanley and General Atlantic. He holds a Bachelors of Science in Management Science and Engineering and a Masters in Business Administration, both from Stanford University.
Anita Mary Sands is a member of our Board of Directors, a position she has held since October 2020. She has acted as our Lead Independent Director since October 2022, and is also a member of our Audit and Risk Committee since June 2021. Dr. Sands has served on the board of directors of ServiceNow, Inc. since July 2014, besides other private boards of directors, such as JumpCloud, Inc. (since December 2021), Cyderes (since January 2022) and Rokt (since January 2025). She also served on the boards of directors of Circle Internet Financial, Inc. (2022 until 2024), Pure Storage, Inc. (2015 until 2021), Khosla SPAC (2021), and SVF SPAC (2021 until 2023). Most recently, she returned to the management side of the corporate environment joining General Catalyst as Vice Chair and Head of Growth (January 2026). From April 2012 to September 2013, Dr. Sands served as group managing director, head of change leadership and a member of the wealth management Americas executive committee of UBS Financial Services, a global financial services firm. Prior to that, from April 2010 to April 2012, Dr. Sands was group managing director and chief operating officer of UBS Wealth Management Americas at UBS Financial Services, and from October 2009 to April 2010, Dr. Sands was a transformation consultant at UBS Wealth Management Americas. Prior to joining UBS Financial Services, Dr. Sands was managing director, head of transformation management at Citigroup N.A.’s global operations and technology organization. Dr. Sands also held several leadership positions with RBC Financial Group and the Canadian Imperial Bank of Commerce (CIBC). Dr. Sands holds a Bachelor’s of Science in Physics and Applied Mathematics and a Doctoral Degree in Atomic and Molecular Physics, both from The Queen’s University of Belfast, Northern Ireland, and a Master’s of Science in Public Policy and Management from Carnegie Mellon University. She is also a former James Wei Visiting Professor in Entrepreneurship at Princeton University.
David Alexandre Marcus is a member of our Board of Directors, a position he has held since March, 2023. He is also a member of our Compensation and People Committee since March 2023. Mr. Marcus is CEO and co-founder of Lightspark. Lightspark is an open global money movement platform at the intersection of fiat payment systems and Bitcoin and Stablecoin networks. Most recently he led all payments and crypto efforts at Meta. In 2018, Mr. Marcus started Diem (fka Libra). He joined Meta in 2014, then called Facebook, to lead Messenger which he took from under 200M monthly users to over 1.5B. Previously, he was PayPal’s President. A lifelong entrepreneur, Mr. Marcus launched two companies in Europe, then founded mobile payments company Zong in Silicon Valley, which was acquired by PayPal in 2011.
Diego Piacentini is a member of our Board of Directors, a position he has held since April 2026. Mr. Piacentini is the founder of View Different, a venture firm that invests in entrepreneurs using technology to reshape traditional industries. He served as Senior Vice President of International Consumer Business at Amazon for 16 years, overseeing operations in Europe, Asia, and emerging markets. Before Amazon, he held senior roles at Apple, including leading its European business. In the public sector, Mr. Piacentini served a two-year term as the Italian government's Special Commissioner for the Digital Agenda, leading initiatives to modernize public services through technology. He also serves as non-executive director of The Economist Group, DoorDash and Voi Technologies, executive advisor to KKR, and board member or mentor to organizations including Endeavor and the Institute for Health Metrics and Evaluation (IHME). Mr. Piacentini holds a B.S. in Economics from Bocconi University.
Douglas Mauro Leone is a member of our Board of Directors, a position he has held since 2016. He has also been a member of our Compensation and People Committee since July 2021. Doug is a Partner at Sequoia Capital, which he joined in 1988 and became Partner in 1993. At Sequoia, from 2012 to 2022, he served as its Global Managing Partner, and from 1996 to 2012 he served as Co-Head of the Partnership. Doug also serves on the board of directors of [24]7, Cresta, Cyera, Island.io, Sequoia Heritage, Soley Pharmaceutical, StrongDM, Trade Republic, Wiz, and Zafran. Before Sequoia, Doug began his career in tech at Sun Microsystems, Hewlett-Packard, and Prime Computer. He holds a Bachelor’s of Science in Mechanical Engineering from Cornell University, a Master’s of Science in Industrial Engineering from Columbia University, and a Master’s of Science in Management from the Massachusetts Institute of Technology.
Jacqueline Dawn Reses is a member of our Board of Directors, a position she has held since March 2021. She has also been the Chair of our Compensation and People Committee since July 2021, and acted as a member of our Audit and Risk Committee from June 2021 until December 2023. She is the current Chairwoman and Chief Executive Officer of Lead Bank (since October 2021) and most recently served as executive chair of Square Financial Services LLC and capital lead at Block, Inc. (Square, Inc.), a publicly traded financial services company, from October 2015 to October 2020. From February 2016 to July 2018, she also served as people lead at Square, Inc. From September 2012 to October 2015, she served as chief development officer of Yahoo! Inc. Prior to Yahoo, she led the U.S. media group as a partner at Apax Partners Worldwide LLP, a global private equity firm, which she joined in 2001. She serves on the board of directors of Affirm and TaskUs. She holds a Bachelor’s of Science in Economics with honors from the Wharton School of the University of Pennsylvania.
Luis Alberto Moreno Mejía is a member of our board of directors, a position he has held since April 2021. He has also been a member of our Compensation and People Committee since July 2021. He joined us after his 15-year tenure as the President of the Inter-American Development Bank Group from October 2005 to September 2020, and has served as a Managing Director at Allen & Co. since February 2021. Mr. Moreno has served on the board of directors of Dow Inc. since April 2021 and in January 2025 he joined the Global Advisory Board of Coinbase Inc. He has also served as Colombia’s Ambassador to the United States for seven years from October 1998 to June 2005. He had a distinguished career in business and government. As Minister of Economic Development between July 1992 and January 1994, he was head of the Instituto de Fomento Industrial, Colombia’s public sector holding company. In the private sector he was the executive producer of TV Hoy. He holds a Degree in Business Administration and Economics from Florida Atlantic University and a Master’s in Business Administration from the Thunderbird School of Global Management. In 1990, Harvard University awarded him a Neiman Fellowship for his achievements in the field of journalism.
Rogério Paulo Calderón Peres is a member of our Board of Directors and also the chairman of our Audit and Risk Committee, positions he has held since June 2021 and July 2021, respectively. As a financial expert, he served in PricewaterhouseCoopers Brazil as audit partner for nearly ten years until 2003 and then served as senior executive and chief financial officer at Bunge Brasil S.A. from 2003 to 2007, Unibanco S.A. and Itaú Unibanco Holdings S.A. between 2007 and 2014, and HSBC Brasil S.A. (HSBC LatAm) between 2014 and 2016. He also serves as a Board member in Alupar Investimentos S.A. since December 2016, and in Grupo Casas Bahia S.A. since September 2019 being also part of its Audit and Finance Committees, all of them listed companies in Brazil. He holds a Bachelor’s in Business Administration from Fundação Getulio Vargas and a Bachelor’s in Accounting from Fundação FAPEI, both in Brazil. He also holds a Brazilian registered accountant certification (Brazilian CPA) and has also attended several extension programs in strategy, finance, human resources and governance at Harvard University, Princeton University, University of Western Ontario, Fundação Getulio Vargas and Fundação Dom Cabral.
Thuan Quang Pham is our Board Member and also Member of our Audit and Risk Committee since September 2022. He is the current CTO of Faire (since May 2024). Mr. Pham served as Chief Technology Officer of Coupang from September 2020 until September 2022, and of Uber Technologies, Inc. from April 2013 to May 2020. From December 2004 to January 2013, Mr. Pham served in various Vice President roles at VMWare, Inc., a software and technology company, including as Vice President of R&D – Cloud Management Platform from June 2012 to January 2013. Mr. Pham holds both B.S. and M.S. degrees in Computer Science and Electrical Engineering from the Massachusetts Institute of Technology.
Management Team
Our management team is responsible for the management and representation of our company.
The following table lists the current officers who are members of our management team:
| Name | Age | Position(s) |
| David Vélez Osorno | 44 | Chief Executive Officer |
| Cristina Helena Zingaretti Junqueira | 43 | Chief Growth Officer and US CEO |
| Ethan Eismann | 49 | Chief Design Officer |
| Eric Cristhopher Young | 49 | Chief Technology Officer |
| Guilherme Marques do Lago | 47 | Chief Financial Officer |
| Henrique Camossa Saldanha Fragelli | 49 | Chief Risk Officer |
| Livia Martines Chanes | 43 | Brazil Chief Executive Officer |
| Roberto de Oliveira Campos Neto | 56 | Executive Vice-Chairman and Global Head of Public Policy |
| Suzana Kubric | 46 | Chief People Officer |
The following is a brief summary of the business experience of the members of our management team. Unless otherwise indicated, the current business address for our management team is Rua Capote Valente, 39 – Pinheiros, São Paulo, Brazil.
David Vélez Osorno. See “—Board of Directors.”
Cristina Helena Zingaretti Junqueira is our Co-Founder and Chief Growth Officer of the Group since August 2022. In addition to her group-wide responsibilities, she is currently dedicated to the development of Nu’s future banking operations in the United States, a project she is expected to lead as CEO upon its launch. Before founding Nu in 2013, she worked for several years at Itaú Unibanco S.A. with consumer credit, card products and marketing. She was recently featured in the Financial Time’s 25 Most Influential Women for the year of 2024. Cristina holds an Engineering Bachelors degree and a Masters degree from Universidade de São Paulo (USP), and also an MBA from Northwestern University’s Kellogg School of Management.
Eric Cristhopher Young is our Chief Technology Officer, who started at Nubank on August 18, 2025. Most recently, he served as Senior Vice President of Engineering at Snap Inc., where he led teams responsible for scaling infrastructure and delivering seamless, mobile-first experiences to hundreds of millions of users globally. Prior to that, he served as Vice President of Engineering at Google for seven years, overseeing foundational elements of their technical infrastructure (job scheduling & resource management control plane), which ultimately powered their Search, Ads, YouTube and Google Cloud products. Eric also spent 15 years at Amazon scaling enterprise systems and processes as part of senior roles he held across supply chain, fulfillment, personalization and pricing. Eric has a B.S. in Computer Science and Math from Vanderbilt University and an MBA from the University of Pennsylvania Wharton School of Business.
Ethan Eismann is our Chief Design Officer, a position he has held since July, 2025. Prior to joining Nubank, he served at Slack from January 2019 to July 2025, first as Vice President of Design and, starting in July 2021, as Senior Vice President of Design, leading the global design organization. Before Slack, he held senior design leadership roles at Airbnb, Uber, Google, and Adobe over more than two decades in the technology industry. He holds an MS in Information Design & Science from the University of California, Berkeley and a BA in Philosophy from Pomona College.
Guilherme Marques do Lago is our Chief Financial Officer, a position he has held since February 2021, and served as our vice president of finance from March 2019 to February 2021. From April 2006 to March 2019, he served in various positions at the Credit Suisse Group AG, including as managing director in its investment banking group. He also previously worked at McKinsey & Company from 2005 to 2006. He holds a Bachelor’s of Science in Industrial Engineering from Escola Politécnica da Universidade de São Paulo and a Master’s in Business Administration from the Harvard Business School.
Henrique Camossa Saldanha Fragelli is our Chief Risk Officer, a position he has held since 2018. He is responsible for our financial and non-financial risks. He is in charge of all our risk related activities, including credit risk, market and liquidity risk, stress testing, model risk, operational and IT risk, conduct risk, and anti-money laundering teams. Before joining us in 2018, he was the global head of traded portfolio analytics at HSBC Bank PLC, based in London, from August 2015 to June 2018 and the head of traded risk analytics for Latin America at HSBC Brasil S.A. from July 2013 to August 2015. He also worked at WestLB as a risk director, based in London, from April 2012 to July 2013 and for LCH. Clearnet from October 2007 to April 2012. He holds a Bachelor of Arts in Economics from Universidade de São Paulo and a Master of Business Administration in Finance from the École des Hautes Études Commerciales de Paris (HEC Paris).
Livia Martines Chanes is the Chief Executive Officer for Brazil, a position she has held since January 2024, responsible for the company’s Brazilian Operations. She started at Nubank in 2020 as Vice President of products. Before that, she worked at Banco Itaú in multiple technology driven businesses from 2015 until 2020, and at McKinsey consulting from 2005 until 2015, as a partner in the São Paulo office. She holds a Bachelor's degree in Engineering from the Escola Politécnica of the University of São Paulo and a Master’s degree from École Nationale des Ponts et Chaussées, Paris. She also holds an MBA from INSEAD.
Roberto de Oliveira Campos Neto is our Executive Vice-Chairman and Global Head of Public Policy, having joined Nu in July 2025. He has a solid career in the financial sector for over two decades, having worked for Banco Santander, Claritas Investments, and Bozano Simonsen. He is especially recognized for his role in the public sector as President of the Central Bank of Brazil between 2019 and 2024. In this position, he was responsible for advancements in digitalization, such as the implementation of the instant payment method Pix, the launch of Open Finance, and the creation of DREX (the digital Real). He has been awarded multiple times locally and internationally for his work to curb inflation, modernize the financial system, combat climate change, and for international collaboration. Roberto is also a member of the Board of the World Economic Forum and a Senior Fellow at the Milken Institute. He holds a Bachelor’s Degree and a Master’s Degree in Economics from the University of California-Los Angeles (UCLA).
Suzana Kubric is our Chief People Officer, a position she has held since May 2023. From December 2022 until May 2023 she held the position of Vice President of People and Culture. From March 2021 until November 2022 she held the position of Vice President of HR Business Partners. Before joining Nu, she served several leadership positions in Human Resources in companies of different segments, such as Human Resources Director Latin America and D&I Champion at Kantar IBOPE Media (Ibope pesquisa de midia Ltda.) from February 2017 until March 2021, HR Integration Lead & Talent Management Head – Europe and Americas for Consumer Business – at GSK Consumer Health (Glaxosmithkline Brasil Ltda.) from November 2015 until January 2017, HR Head at OTC Latam and OTC Mercosul, HR Business Partner at Pharma, Finance and Marketing Support and Talent Management Head at Novartis Biociencias S.A from January 2007 until October 2015, Human Resources Manager at Associação Civil Greenpeace from May 2005 until May 2006, Regional Human Resources Coordinator at CoE Learning & Development, and Human Resources Analyst and Intern at Food Division at Unilever Brasil Industrial Ltda. from November 1999 until April 2015. Mrs. Kubric holds a Bachelor’s degree in Administration from Fundação Armando Álvares Penteado – FAAP and a Master’s in Business Administration from Florida International University.
Family Relationships
There are no family relationships among any member of our board of directors or management team.
Shareholder’s Agreement
On November 29, 2021 we entered into a shareholder’s agreement, or the “Shareholder’s Agreement,” with our founding shareholder, last amended on March 11, 2025.
Among other things, the Shareholder’s Agreement provides our founding shareholder with the right to nominate a certain number of directors based on the aggregate voting power of the issued share capital held by our founding shareholder and his affiliates, so long as our founding shareholder and his affiliates beneficially own shares accounting for at least 5% of the voting power of our issued share capital. The Shareholder’s Agreement provides that, subject to compliance with applicable law and NYSE rules, for so long as our founding shareholder and his affiliates beneficially own shares accounting for at least 40% of the voting power of our issued share capital, our founding shareholder shall be entitled to designate up to five nominees to our board of directors (or if the size of our board of directors is increased, a majority of the members of our board of directors); for so long as our founding shareholder and his affiliates beneficially own at least 25% of the voting power of our issued share capital, our founding shareholder shall be entitled to designate up to three nominees to our board of directors (or if the size of our board of directors is increased, one-third of the members of our board of directors); and for so long as our founding shareholder and his affiliates beneficially own at least 5% of the voting power of our issued share capital, our founding shareholder shall be entitled to designate one nominee to our board of directors (or if the size of our board of directors is increased, 10% of the members of our board of directors).
In addition, the Shareholder’s Agreement provides that for so long as our founding shareholder and his affiliates beneficially own at least 5% of the voting power of our issued share capital, our founding shareholder will have the right to designate its pro rata share of the total number of members of the Audit and Risk Committee and the Compensation and People Committee of our board of directors that is equal to the proportion that the number of directors designated by our founding shareholder bears to the total number of directors on our board, except to the extent that such membership would violate applicable law or NYSE rules. The rights granted to our founding shareholder to designate directors pursuant to the Shareholder’s Agreement are additive to and not intended to limit in any way the rights that our founding shareholder or any of his affiliates may have to nominate, elect or remove our directors under our Memorandum and Articles of Association or laws of the Cayman Islands.
The Shareholder’s Agreement also provides that for so long as our founding shareholder and his affiliates beneficially own shares accounting for at least 10% of the voting power of our issued share capital, we will agree not to take, or permit our subsidiaries to take, certain actions without the prior written approval of David Vélez Osorno, including incurring indebtedness in excess of our net equity value on a consolidated basis, entering into transactions with our officers, directors or other affiliates (excluding our founding shareholder), making material changes to the strategic direction or scope of our business, adopting a shareholders’ rights plan, paying or declaring any dividend or distribution on our shares, entering into a merger, consolidation, reorganization or other business combination or a transaction or series of transactions that would result in a change of control, any liquidation, dissolution, receivership, commencement of bankruptcy, insolvency or similar proceeding, authorizing or issuing any share capital or any security convertible, exchangeable or exercisable for any share capital (subject to specified exceptions), acquiring or disposing of assets the aggregate consideration or fair value or which exceeds 20% of our net equity value on the date of the transaction, or determining the annual compensation of any of our officers and directors (excluding our founding shareholder).
The Shareholder’s Agreement also provides our founding shareholder with access to our books and records and financial and operating data with respect to our business, and affords our founding shareholder certain consultation rights with our management team with respect to our business and financial results, so long as our founding shareholder and his affiliates beneficially own shares accounting for at least 5% of the voting power of our issued share capital.
Compensation of Directors and Management Team
Under Cayman Islands law, we are not required to disclose compensation paid to our management team on an individual basis.
Our executive officers, directors and management receive fixed and variable compensation. They also receive benefits in line with market practice in Brazil and the countries in which we operate. Compensation is set on market terms and reviewed annually.
The variable component consists primarily of awards of shares, which are awarded under our RSU long-term incentive program, as discussed below. For a description of our aggregate compensation expenses and the equity incentive plans available to our management team , see “—Executive Compensation.”
Employment Agreements
We have entered into, either directly or through our subsidiaries, services agreements with each of the officers listed in “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management— Management Team” above.
Directors’ and Officers’ Insurance
We understand that directors and officers liability insurance is a crucial component of attracting and retaining our directors and officers. We currently hold a directors and officers liability policy to cover defense costs and losses arising from a claim or preliminary investigation that is not indemnified by the company on behalf of the directors or officers, at a minimal limit. For more information, see “Item 7. Major shareholders and related-party transactions—B. Related Party Transactions—Limitation of Liability and Indemnification of Officers and Directors”.
Executive Compensation
Directors and Key Management Compensation
Other than the tax-qualified defined contribution 401(k) plan in which certain executive officers located in the United States participate, we currently do not set aside any amounts related to pension, retirement or other similar benefits.
The aggregate compensation, including that paid by our controlled companies, of our directors and other key management personnel for the year ended December 31, 2025 was US$91.3 million.
Management compensation includes the compensation of members of our board of directors and management team who receive compensation. Some of our executive officers and members of our board of directors and management team hold executive positions in companies controlled by us, and may receive a portion of their reported compensation directly from such controlled companies, in accordance with the activities they perform.
Compensation Objectives
Our executive compensation program is designed to achieve the following objectives:
| ● | Attract and retain the most talented and dedicated executive officers whose knowledge, and skill set are critical to the successful execution of our business strategy; |
| ● | Ensure our executive officers are compensated in a manner consistent with competitive practices of other leading growth companies of a similar size and stage of development; |
| ● | Reward our executive officers for their performance and motivate them to achieve our long-term strategic goals in a manner that is aligned with the interests of our shareholders; and |
| ● | Reinforce our leadership principles and cultural values, which promote empowering and having our customers come first, pursuing the highest performance, taking responsibility for our commitments and growing efficiently. |
Peer Group
To execute on our compensation objectives, each year we have our independent compensation consultants review our Peer Group. This group is used for benchmarking to assess market competitive compensation levels, as well as dilution levels when setting our annual equity budget.
The general criteria for the group are:
| ● | Industry: primary focus on fin-tech/software/internet services with secondary focus on consumer/diversified finance. |
| ● | Size: similar size to Nubank in terms of market capitalization and revenue. |
| ● | Disclosure: must disclose an annual proxy circular due to the filing’s detailed compensation program disclosure requirements. |
| ● | Refinement factors: preference for strong revenue growth, and companies that we have in the past competed with for same-level talent. |
Compensation Composition
The total compensation package for our management team consists of a mix of fixed compensation, profit sharing, and share-based compensation. We believe such a structure is well-placed for maximizing shareholder value while, at the same time, attracting, motivating and retaining high-quality officers.
| ● | Fixed Compensation. Our management team receives a fixed base salary, which is paid based on the services provided, and intended to compensate each officer according to the scope of his or her duties. |
| ● | Profit Sharing. In compliance with our Brazil employee union agreements, our management team in Brazil is eligible for the Profit Sharing Program. This is a short-term variable remuneration component, linked to the achievement of pre-established business goals through union negotiation. Our Brazil officers are subject to the same payout formulae and maximum payouts as the rest of our Brazilian employee population. |
| ● | Share-Based Compensation. We maintain a long-term incentive plan, which provides annual awards of RSUs. We believe that it is important for the majority of compensation of our management team to be delivered in the form of share-based compensation, creating greater alignment of the interests of key employees with those of shareholders and allowing us and our subsidiaries to attract and retain key employees. |
Salaries and benefits provided are established in accordance with our compensation strategy. This fixed portion of compensation seeks to recognize the value of each of the executive officer positions and contribute to the retention of our management team, which provides greater stability and quality in our activities.
In addition, we believe that our share-based compensation drives further retention of key executives and ensures alignment between their interests and those of our shareholders. Share-based compensation is also defined based on market data on our Peer Group and on the compensation strategy adopted. For more information on the ownership of our shares by our directors and officers, see “Item 7. Major Shareholders and Related-Party Transactions—A. Major Shareholders.”
In the payment of share-based compensation to our executives, we consider the following: (i) individual performance; (ii) the performance of the business unit; (iii) our performance as a whole; and (iv) the importance of certain performance to our long-term goals and objectives. Our management team members are evaluated based on the achievement of our goals, consisting of specific objectives and indicators, in accordance with our current strategy.
There is currently no compensation or benefits linked to the occurrence of a particular corporate transaction.
Board of Directors
Since 2020, we have engaged and paid independent board members who receive compensation made up of a mix of cash and share-based compensation. We did not structure compensation for our directors in any specific ratio between cash and equity, but note that all paid board member compensation was primarily weighted towards equity compensation to better align their interests to our long-term goals and those of our shareholders.
In connection with our initial public offering, we adopted a director compensation policy, which governs compensation paid to our existing non-employee directors as follows:
| ● | A fixed board membership annual equity retainer; and |
| ● | Each independent board member that serves as either the chairperson or a member of one of our board committees is expected to receive an additional amount in connection with such committee participation or chair position. |
Employee Share Plans
Nu Holdings Ltd. 2020 Omnibus Incentive Plan
Our board of directors, at a meeting held on January 30, 2020, approved the Nu Holdings Ltd. Omnibus Incentive Plan, as most recently amended on April 10, 2025, which establishes the general rules and conditions for granting options and RSUs.
Purpose. The Omnibus Incentive Plan aims to increase our capacity to attract and retain employees, consultants and management, and to motivate such individuals to serve us and to expend maximum effort to improve our commercial results and earnings by providing these individuals with an opportunity to acquire and increase their equity interest in us.
Eligibility. Any of our or any of our affiliates’ employees, officers, non-employee directors or consultants is eligible to receive awards under the Omnibus Incentive Plan.
Administration. Without limitation, our board of directors will have full and final authority, subject to the other terms and conditions of the Omnibus Incentive Plan, to (1) designate participants, (2) determine the type or types of awards to be made to a participant, (3) determine the number of shares to be subject to an award, (4) establish the terms and conditions of each award (including the option price, the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting, exercise, transfer or forfeiture of an award, (5) prescribe the form of each award agreement and (6) amend, modify or supplement the terms and conditions of any outstanding award, including the authority to effectuate the purposes of the Omnibus Incentive Plan, to modify awards to foreign nationals or individuals who are employed outside of Brazil or the United States or to recognize differences in local law, tax policy or custom. Our board of directors delegated to our chief executive officer all of their authority under the Omnibus Incentive Plan, including, without limitation, their authority to make awards under such a plan.
Authorized Shares. The total number of shares authorized for issuance under our equity incentive plans (including the Omnibus Incentive Plan and the SOP, as defined below) is 933,760,320. As of December 31, 2025, 74,907,610 were available for issuance, and there were 21,819,196 options and 53,088,414 RSUs granted and outstanding, vested and unvested, under the Omnibus Incentive Plan and the SOP.
It is intended that the maximum number of Class A ordinary shares available for issuance pursuant to equity incentive awards granted under the Omnibus Incentive Plan and the SOP, together, will not exceed 5% of our outstanding ordinary shares, on a fully diluted basis at any given time. Our board of directors may adjust the number of Class A ordinary shares available for issuance under the Omnibus Incentive Plan and the SOP from time to time at its discretion.
Awards. The Omnibus Incentive Plan provides for the grant of options and RSUs.
Options:
| ● | Price. The exercise price of each option is set by the board of directors (or our chief executive officer as applicable) and stated in each award agreement. The exercise price of each option for U.S. taxpayers (except with respect to substitute awards) will be at least the fair market value of the shares on the grant date. For non-U.S. taxpayers the exercise price will be determined by our board in its sole discretion. In no event will the exercise price of an option be less than the par value of a share. |
| ● | Term. The options expire after a maximum period of ten (10) years from the grant date, or on the date established in the respective award agreement. |
| ● | Vesting. Each option will become exercisable as the board of directors (or our chief executive officer as applicable) determines and as set forth in the applicable award agreement. |
| ● | Exercise Method. The options are exercised by their holders through delivery of an exercise notice to us establishing the number of options with respect to which the option is being exercised, accompanied by full payment of the option price. |
| ● | Rights of Holders of the Options. Except as otherwise stated in an award agreement, option holders will not have any shareholder rights (e.g., the right to receive cash payments, dividends or distributions attributable to the shares underlying the option or voting rights to shares underlying the option) until the options have been exercised and the respective shares delivered. |
RSUs:
| ● | Restrictions. At the time of grant, our board of directors (or our chief executive officer as applicable) may establish a period of restriction or any other additional restrictions, including the satisfaction of performance goals applicable to RSUs. RSUs cannot and may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the restricted period or before the satisfaction of any other applicable restrictions. |
| ● | Settlement of RSUs. The RSUs may be settled in cash or shares, as determined and specified in the award agreement. |
| ● | Voting Rights and Dividends. Unless otherwise specified in the award agreement, the holders of RSUs do not have rights as shareholders, including any voting rights or rights to dividends or dividend equivalents, until the RSUs have been settled and the respective shares delivered. |
| ● | Creditor’s Rights. Holders of RSUs will have no other rights beyond those of a general creditor of ours or our affiliates. |
| ● | Delivery of Shares. Shares will be delivered to holders of RSUs after the end of the restricted period and after any other terms and conditions set forth in the award agreement have been satisfied. |
Termination of Service. In the event of a termination of service, any RSUs that are not vested are automatically canceled, without payment of consideration and any unvested options will be automatically forfeited.
Change in Control. In the event of a change in control, the awards shall be treated in accordance with the transaction agreement and, if not specified, the board of directors has the discretion to continue, assume, substitute, cancel, suspend exercise (in order to allow the transaction to close) or accelerate, in whole or in part, the awards.
Term. The Omnibus Incentive Plan shall be in full force and effect for a period of ten (10) years and shall automatically terminate thereafter.
Adjustments. If (1) the number of outstanding shares is increased or decreased or the shares are changed into or exchanged for a different number or kind of our shares or other securities on account of any recapitalization, reclassification, share split, reverse split, combination of shares, exchange of shares, share dividend or other distribution payable in Class A ordinary shares or other increase or decrease in such shares effected without receipt of consideration by us or (2) there occurs any spin-off, split-up, extraordinary cash dividend or other distribution of assets by us, (i) the number and kinds of shares for which grants of awards may be made, (ii) the number and kinds of shares for which outstanding awards may be exercised or settled and (iii) the performance goals relating to outstanding awards will be equitably adjusted by us; provided that any such adjustment will comply with Section 409A of the Internal Revenue Code. In addition, in the event of any such increase or decrease in the number of outstanding shares or other transaction described in clause (2) above, the number and kind of shares for which awards are outstanding and the option price per share of outstanding options will be equitably adjusted.
Company Rights. Shares acquired through the exercise of options are subject to a right of first refusal for our benefit, repurchase rights for our benefit, a tag-along right and a drag-along right. However, these rights will cease immediately before the initial public offering of the Company.
Amendment; Termination. The board of directors may, at any time and from time to time, amend, suspend or terminate the Omnibus Incentive Plan as to any awards that have not been made. An amendment to the Omnibus Incentive Plan will be contingent on shareholder approval to the extent stated by the board of directors, required by applicable law or required by applicable securities exchange listing requirements. No amendment, suspension or termination of the Omnibus Incentive Plan may materially impair the rights or obligations of a participant without the participant’s consent. The repricing of awards is expressly prohibited without shareholder approval.
Nu Holdings Ltd. Share Option Plan, or “SOP”
Our SOP was originally adopted by our board of directors and shareholders in October 2016 and was most recently amended on August 30, 2021.
Purpose. The purpose of the SOP is to encourage our key executives, professionals and other persons or legal entities performing bona fide services for us or any of our direct or indirect subsidiaries to invest in us, to promote their commitment to our results and the expansion of its business in the long term, by providing such individuals with the opportunity to acquire our shares.
Administration. The SOP is administered by our board of directors, provided that our chief executive officer has authority to manage grants constituting one percent (1%) or less of our then outstanding share capital. Our board of directors (or our chief executive officer, as applicable) will have full authority to take all necessary and adequate measures for the administration of the SOP.
Authorized Shares. There are 933,760,320 shares authorized for issuance under our equity incentive plans (including the Omnibus Incentive Plan and the SOP). While there are awards outstanding under the SOP, we do not intend to make future awards under the SOP. Any outstanding awards under the SOP that expire or are canceled shall again be available for issuance under the Omnibus Incentive Plan.
Eligibility. Our key executives, professionals and other persons or legal entities performing bona fide services for us or any of our direct or indirect subsidiaries are eligible to receive awards under the SOP.
Awards. The SOP provides for the grant of options.
Options. Options allow the participant to subscribe for a certain number of our shares. Unless otherwise set forth in an award agreement, the options will have a vesting period of five (5) years with (i) 20% of the award vesting after the first anniversary of the grant date and (ii) the remaining 80% vesting in equal monthly installments over forty-eight (48) months. Options may be exercised within ten (10) years after grant. The price per share shall be the price determined by the board of directors.
Lock-Up. In connection with any underwritten public offering of our shares, a participant may not directly or indirectly, sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any awards for a maximum of 180 days following the offering without consent of the underwriter. This restriction shall terminate two years after our initial public offering.
Change in Control. In the event of a change in control, the awards shall be treated in accordance with the transaction agreement and, if not specified, the board of directors has the discretion to continue, assume, substitute, cancel, suspend exercise (in order to allow the transaction to close) or accelerate, in whole or in part, the awards.
Termination of Employment. If the participant is terminated, such participant has 180 days to exercise his or her options. If the participant is terminated due to death or disability, he or she has six (6) months and twelve (12) months to exercise the participant’s options, respectively.
Amendment. Any amendment to the SOP is subject to the approval of our board of directors, who may amend the SOP Plan at any time and for any reason.
Term. The SOP shall be in force and effect for a period of twenty (20) years.
Company Rights. The options were subject to a right of first refusal for our benefit, a tag-along right and a drag-along right. However, these rights ceased immediately before our initial public offering.
Committees of the Board of Directors
Our board of directors has established an Audit and Risk Committee and a Compensation and People Committee. The composition and responsibilities of each of the committees of our board of directors is described below. Members will serve on these committees until their resignation or until as otherwise determined by our board of directors.
Audit and Risk Committee
Our Audit and Risk Committee consists of Rogério Paulo Calderón Peres, Anita Mary Sands and Thuan Quang Pham, with Rogério Paulo Calderón Peres serving as chairperson. Our board of directors has determined that Rogério Paulo Calderón Peres, Anita Mary Sands and Thuan Quang Pham meet the requirements for independence under the listing standards of the NYSE and SEC rules and regulations. Each member of our Audit and Risk committee also meets the financial literacy and sophistication requirements of the listing standards of the NYSE. In addition, our board of directors has determined that Rogério Paulo Calderón Peres is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act. The duties and responsibilities of our Audit and Risk Committee include:
| ● | appointing and overseeing the work and compensation of big accounting firm (as defined by the Pre Approval Policies and Procedures established by the Audit and Risk Committee) engaged for the purposes of preparing or issuing an audit report or performing audit, review or attest services for us, including our independent registered public accounting firm; |
| ● | pre-approving the audit services and non-audit services to be provided by our independent registered public accounting firm; |
| ● | discussing the scope and results of the audit with our independent registered public accounting firm, and reviewing, with management and our independent registered public accounting firm, our interim and year-end results of operations; |
| ● | resolving any disagreements between management and our independent registered public accounting firm; |
| ● | evaluating the independence and performance of our independent registered public accounting firm; |
| ● | overseeing our internal audit function; |
| ● | reviewing and discussing with management and our independent registered public accounting firm our financial statements and public disclosures of our financial information; |
| ● | reviewing our disclosure controls and procedures and internal control over financial reporting; |
| ● | establishing procedures for complaints regarding accounting, internal controls or audit matters; |
| ● | advising our board of directors in reviewing the development and assessment of risk policies, risk management framework and internal controls systems to mitigate those risks applicable to the Company and its subsidiaries, and in determining the Company’s risk appetite and risk strategy; |
| ● | advising our board of directors regarding the systematic review of the Company’s exposure to material risks of any kind; |
| ● | overseeing our cybersecurity risk management, and discussing with management our cybersecurity program; and |
| ● | reviewing related-party transactions. |
Our Audit and Risk Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the NYSE.
Compensation and People Committee
Our Compensation and People Committee consists of Jacqueline Dawn Reses, Douglas Mauro Leone, Luis Alberto Moreno Mejía and David Alexandre Marcus, with Jacqueline Dawn Reses serving as chairperson. The duties and responsibilities of our Compensation and People Committee include:
| ● | approving or making recommendations to our board of directors regarding the compensation of our management team and key service providers; |
| ● | reviewing and approving the compensation of the members of our board of directors; |
| ● | reviewing our management succession planning; |
| ● | reviewing and evaluating our executive compensation and benefits policies; |
| ● | reviewing and approving grants of equity compensation awards to our management team ; |
| ● | reviewing and discussing with our management team and other members of management, outside counsel and compensation consultants our public disclosures regarding our compensation policies, programs and practices for the management team; |
| ● | reviewing our programs and practices related to human capital management metrics; |
| ● | reviewing our leadership development process for management team; and |
| ● | reviewing and assessing our workforce inclusion and diversity and the administration of compensation programs in a nondiscriminatory manner. |
Our Compensation and People Committee operates under a written charter which satisfies the applicable rules and regulations of the SEC and the listing standards of the NYSE, subject to certain exemptions under the rules thereof for foreign private issuers and controlled companies.
Controlled Company Exception
As of the date of this annual report, David Vélez Osorno beneficially owns 88.3% of our Class B ordinary shares, representing 74.3% of the voting power of our outstanding share capital. As a result, we are a “controlled company” within the meaning of the corporate governance standards of the NYSE corporate governance rules. Under these rules, a company of which more than 50% of the voting power in the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements.
As a “controlled company,” we may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of our board of directors consist of independent directors; and (2) that our board of directors have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. For so long as we qualify as a controlled company, we may take advantage of these exemptions. Accordingly, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of these corporate governance requirements. In the event that we cease to be a “controlled company” and our ordinary shares continue to be listed on the NYSE, we will be required to comply with the corporate governance standards within the applicable transition periods.
As of December 31, 2025, 2024 and 2023, we had 10,027, 8,716, and 7,686 employees, respectively. As of December 31, 2025 all of our employees were based in our offices in Brazil, Mexico, Colombia, Uruguay and the United States.
The table below breaks down our full-time personnel by function as of December 31, 2025:
Function | Number of employees | % of Total |
| Technology | 4,236 | 42.2% |
| Sales and Marketing | 1,011 | 10.1% |
| Customer Support | 3,365 | 33.6% |
| General and Administrative | 1,415 | 14.1% |
| Total | 10,027 | 100% |
Our employees in Brazil are affiliated with the unions of independent sales agents and of consulting, information, research and accounting firms for the geographic area in which they render services. We believe we have a constructive relationship with these unions, as we have never experienced strikes, work stoppages or disputes leading to any form of downtime.
The shares and any outstanding shares beneficially owned by our directors and officers and/or entities affiliated with these individuals are disclosed in “Item 7. Major Shareholders and Related-Party Transactions—A. Major Shareholders.”
| F. | Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation |
We have adopted a compensation clawback policy on October 2, 2023. Please see Exhibit 97.1 to this annual report on Form 20-F. We have not been required to prepare an accounting restatement at any time during or after our last completed fiscal year and no recovery of awarded compensation is required pursuant to our compensation clawback policy.
Item 7. Major shareholders and related-party transactions
A. Major Shareholders
The following table and accompanying footnotes present information relating to the beneficial ownership of our Class A ordinary shares and Class B ordinary shares as of December 31, 2025 by:
| ● | each person, or affiliated persons, known by us to own beneficially 5% or more of each class of our outstanding voting shares; and |
| ● | each of our directors and management team , individually. |
The number of ordinary shares beneficially owned by each entity, person, officer or director is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire on or before March 1, 2026, which is 60 days after December 31, 2025, through the exercise of any option, warrant or other right. These shares are deemed to be outstanding and beneficially owned by the person holding those options, warrants or rights for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. In addition, we have included shares subject to RSUs for which the service-based vesting condition has been satisfied or would be satisfied within 60 days of December 31, 2025 in the calculation of shares to be beneficially owned by the person holding the RSUs for the purpose of computing the percentage ownership of that person. Except as otherwise indicated, and subject to applicable community property laws, we believe that each shareholder identified in the table below possesses sole voting and investment power over all the Class A ordinary shares or Class B ordinary shares shown as beneficially owned by the shareholder in the table.
The percentages of beneficial ownership in the table below are calculated on the basis of the following numbers of shares outstanding as of March 1, 2026: 3,837,998,543 Class A ordinary shares and 1,022,600,698 Class B ordinary shares.
| | Shares Beneficially Owned | % of Total Voting Power(1) |
| Class A | Class B |
| Shares | % | Shares | % |
| Executive Officers and Directors | | | | | |
| David Vélez Osorno(2) | 3,088,117 | 0.1% | 903,124,498 | 88.3% | 74.4% |
| Anita Mary Sands | 169,188 | (*) | — | — | (*) |
| David Alexandre Marcus | 84,907 | (*) | — | — | (*) |
| Diego Piacentini | 346,300 | (*) | — | — | (*) |
| Douglas Mauro Leone | 27,893,215 | 0.6% | — | — | (*) |
| Luis Alberto Moreno Mejía | 214,736 | (*) | — | — | (*) |
| Jacqueline Dawn Reses | 6,338 | (*) | — | — | (*) |
| Rogério Paulo Calderón Peres | 68,777 | (*) | — | — | (*) |
| Cristina Helena Zingaretti Junqueira(3) | 11,427,060 | 0.3% | 119,476,200 | 11.7% | 9.9% |
| Guilherme Marques do Lago | 2,120,676 | (*) | — | — | (*) |
| Eric Christopher Young | 407,860 | (*) | — | — | (*) |
| Henrique Camossa Saldanha Fragelli | 190,840 | (*) | — | — | (*) |
| Thuan Quang Pham | 99,494 | (*) | — | — | (*) |
| 5% Shareholders | | | | | |
| Rua California Ltd.(4) | 698,914 | 0.0% | 901,624,498 | 88.2% | 74.3% |
| BlackRock, Inc. (5) | 266,236,594 | 6.9% | — | — | 1.1% |
| Baillie Gifford & Co (6) | 265,160,474 | 6.9% | — | — | 1.1% |
| (1) | | Percentage of total voting power represents voting power with respect to all of our Class A ordinary shares and Class B ordinary shares, as a single class. Holders of our Class B ordinary shares are entitled to 20 votes per share, whereas holders of our Class A ordinary shares are entitled to one vote per share. For more information about the voting rights of our Class A ordinary shares and Class B ordinary shares, see “Item 10. Additional Information—B. Memorandum and Articles of Association” |
| (2) | | Consists of (i) 2,389,203 Class A ordinary shares of David Vélez Osorno and (ii) 698,914 Class A ordinary Shares and 901,624,498 Class B shares held of record by Rua California Ltd., a company controlled by David Vélez Osorno, who holds 100% of its shares, and (iii) 1,500,000 Class B shares held of record by Mariel Lorena Reyes Milk, the wife of Mr. Vélez. David Vélez Osorno may be deemed to have voting and dispositive power over the shares held by Rua California Ltd. and Mariel Lorena Reyes Milk. |
| (3) | | Consists of (i) 11,427,060 Class A ordinary shares held of record by Cristina Helena Zingaretti Junqueira or the following entities: Cristina Helena Zingaretti Revocable Trust, CHJZ family trust, Rubens Fernandes Pereira Revocable Trust, Vesta WY LLC and Victory Lane Ltd.; all the investments of the foregoing entities are controlled, directlly or indirectly by Mrs. Junqueira and her husband, Rubens Fernandes Pereira, both of whom disclaim ownership of the shares held by Victory Lane Ltd.; and (ii) 119,476,200 Class B ordinary shares held of record by the following entities: Cristina Helena Zingaretti Revocable Trust and AMD WY LLC; all of the foregoing entities are controlled by Mrs. Junqueira and Mr. Pereira who together hold 100% of their shares. |
| (4) | | Consists of (i) 698,914 Class A ordinary shares and 901,624,498 Class B shares held of record by Rua California Ltd., a company controlled by David Vélez Osorno, who holds 100% of its shares. David Vélez Osorno may be deemed to have voting and dispositive power over the shares held by Rua California Ltd. |
| (5) | | Based on information reported by BlackRock, Inc. on Schedule 13G filed with the SEC on November 8, 2024, BlackRock, Inc. reported that it has sole dispositive power with respect to all shares and sole voting power with respect to 245,505,611 shares. |
| (6) | | Based on information reported by Baillie Gifford & Co on Schedule 13G filed with the SEC on April 30, 2025, Baillie Gifford & Co reported that it has sole dispositive power with respect to all shares and sole voting power with respect to 265,160,474 shares. |
The holders of our Class A ordinary shares and Class B ordinary shares have identical rights, except that (1) holders of Class B ordinary shares are entitled to 20 votes per share, whereas holders of our Class A ordinary shares are entitled to one vote per share; (2) holders of Class B ordinary shares have certain conversion rights; (3) holders of Class B ordinary shares are entitled to preemptive rights in the event that there is an increase in our share capital or additional ordinary shares are issued in order to maintain their proportional ownership interest; and (4) holders of Class B ordinary shares have certain consent rights. For more information see “Item 10. Additional Information—B. Memorandum and Articles of Association.”
B. Related Party Transactions
Investors’ Rights Agreement
We are party to a registration rights agreement, dated as of November 18, 2021, which provides, among other things, that certain holders of our share capital have the right to demand that we file a registration statement or request that their shares be covered by a registration statement that we are otherwise filing. See “Item 10. Additional Information—B. Memorandum and Articles of Association—Registration Rights” for additional information regarding the registration rights.
Limitation of Liability and Indemnification of Officers and Directors
Our Memorandum and Articles of Association contain provisions that limit the liability of our directors, agents and officers for monetary damages for any liability incurred by them as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur (i) arising from their own fraud, willful default or dishonesty, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which such person derived any improper benefit.
Any repeal or modification of the foregoing provisions of our Memorandum and Articles of Association by our shareholders will not adversely affect any right or protection of any of our directors, agents or officers existing at the time of, or increase the liability of any such director, agent or officer with respect to any acts or omissions of such director, agent or officer occurring prior to, such repeal or modification.
In addition, our Memorandum and Articles of Association contain provisions that indemnify each of our directors, agents or officers out of our assets against any liability incurred by them as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur (i) arising from their own fraud, willful default or dishonesty, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which such person derived any improper benefit.
Further, we have entered into or will enter into indemnification agreements with each of our directors and executive officers that may be broader than the specific indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements require us, among other things, to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require us to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit or proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.
The limitation of liability and indemnification provisions that are included or are expected to be included in our Memorandum and Articles of Association and in indemnification agreements that we have entered into or will enter into with our directors and executive officers may discourage shareholders from bringing a lawsuit against our directors and executive officers for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against our directors and executive officers, even though an action, if successful, might benefit us and other shareholders. Further, a shareholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and executive officers as required by these indemnification provisions. At present, we are not aware of any pending litigation or proceeding involving any person who is or was one of our directors, officers, employees or other agents or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.
We obtained insurance policies under which, subject to the limitations of the policies, coverage is provided to our directors and executive officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or executive officer, including claims relating to public securities matters, and to us with respect to payments that may be made by us to these directors and executive officers pursuant to our indemnification obligations or otherwise as a matter of law.
Certain of our non-employee directors may, through their relationships with their employers, be insured or indemnified against certain liabilities incurred in their capacity as members of our board of directors.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Related-Party Transactions Policy
In March 2024 , we updated our related party transaction policy, which requires certain related party transactions to be approved by our board of directors or a designated committee thereof, including our Audit and Risk Committee.
C. Interests of Experts and Counsel
Not applicable.
Item 8. Financial information
A. Consolidated Statements and Other Financial Information
Financial Statements
See “Item 17. Financial Statements,” which contains our audited financial statements prepared in accordance with IFRS Accounting Standards.
Dividend and Dividend Policy
We have never declared or paid any cash dividends on our share capital. Nu has not adopted a dividend policy with respect to future declarations and payment of dividends. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions, and other factors that our board of directors may deem relevant. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future.
Certain Legal Requirements Related to Dividends
Under the Companies Act and our Memorandum and Articles of Association, a Cayman Islands company may pay a dividend out of either its distributable reserves (retained and current profit) or share premium account, but a dividend may not be paid if the company is, or the dividend would result in the company being, unable to pay its debts as they fall due in the ordinary course of business. According to our Memorandum and Articles of Association, dividends can be declared and paid out of funds lawfully available to us, which includes share premium. Dividends, if any, would be paid in proportion to the number of ordinary shares a shareholder holds. For further information, see “Item 10. Additional Information—E. Taxation—Cayman Islands Tax Considerations.”
Additionally, please refer to “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business and Industry—Our holding company structure makes us dependent on the operations of our subsidiaries.” Our ability to pay dividends is directly related to positive and distributable net results from our subsidiaries. We depend on dividend distributions by our subsidiaries, and we may be adversely affected if the performance of our subsidiaries is not positive. If, for any legal reasons due to new laws or bilateral agreements between countries, they are unable to pay dividends to Cayman Islands companies, or if a Cayman Islands company becomes incapable of receiving them, we may not be able to make any dividend payments in the future.
Our Brazilian subsidiaries that are incorporated as a Brazilian corporation (sociedade anônima) are required under Federal Law No. 6,404 dated December 15, 1976, as amended, to distribute a mandatory minimum dividend to shareholders each year, which cannot be lower than a given percentage established in the relevant corporation’s bylaws of its net income for the prior year, which percentage will be considered to be 25% in case nothing is said in the bylaws, after 5% of the profits are directed to a legal reserve, unless such distribution is suspended by a decision of such subsidiary’s shareholders at its annual shareholders’ meeting based on a report by its board of directors that such distribution would be incompatible with its financial condition at that time. Our Brazilian subsidiaries that are incorporated as a Brazilian limited liability company (sociedade limitada) may also have specific mandatory dividend payment rules pursuant to their articles of association. In addition, if for any legal reasons due to new laws or bilateral agreements between countries, our Brazilian subsidiaries are unable to pay dividends to Cayman Islands companies, or if a Cayman Islands company becomes incapable of receiving them, we may not be able to make any dividend payments in the future.
Our Colombian and Mexican subsidiaries may also face restrictions on their ability to pay dividends under applicable local laws.
Legal Proceedings
We are, and may be, from time to time, involved in disputes that arise in the ordinary course of our business. Any claims against us, whether meritorious or not, can be time-consuming, result in costly litigation, require significant management time and result in the diversion of significant operational resources.
We are subject to a number of judicial and administrative proceedings, including civil, labor and tax law and social security claims and other proceedings, which we believe are common and incidental to business operations in general. We recognize provisions for legal proceedings in our financial statements, when we are advised by independent outside counsel that (1) it is probable that an outflow of resources will be required to settle the obligation; and (2) a reliable estimate can be made of the amount of the obligation. The assessment of the likelihood of loss includes analysis by management and outside counsel of available evidence, the hierarchy of laws, available case law, recent court rulings and their relevance in the legal system, and the use of statistics. Our provisions for probable losses arising from these matters are estimated and periodically adjusted by management.
In September 2023, the Instituto de Defesa Coletiva (IDC) filed a class action against Nubank and other financial institutions, alleging failures in the handling of chargebacks following the suspension of services by 123 Milhas, a Brazilian company that offers travel packages and services to consumers. Nubank has already submitted its defense. As part of the crisis response, chose to fully reimburse customers, prioritizing customer experience. The amount involved in these operations is approximately R$ 7.5 million.
Separately, an administrative phase for the review of claims was instituted, with a deadline set for January 31, 2026, and a mediation procedure involving financial institutions was initiated. No material risk has been identified for Nubank, and any potential impact is limited to the non-recovery of amounts already absorbed by the Company.
In December 2024, a class action lawsuit was filed against various financial institutions, including Nu Colombia Compañia de Financiament, regarding the alleged failure to automate exemptions for the Financial Movements Tax (GMF). The plaintiffs argue that the defendants violated Article 65 of Law 2277 of 2022 by failing to implement the required control systems by the December 14, 2024, deadline, which should have exempted monthly transactions under 350 UVT without manual account designation. The lawsuit seeks the restitution of all GMF withholdings collected from the claimant group since December 13, 2024, plus current interest. The total claim is estimated at COP 9.3 trillion (equivalent to approximately US$2.5 billion as of January 16, 2026). Crucially, because the action is brought against 52 different entities, any potential loss would be apportioned among all defendants based on their individual tax collection share, rather than falling solely on Nu Colombia. At this stage, it is not possible to quantify our potential proportionate exposure, as doing so would require transaction-level information across all plaintiffs and financial institutions involved, which is not available to Nu. Nu Colombia has filed a motion for dismissal, and the case is currently in its initial stages awaiting a court resolution. The risk of an unfavorable outcome is currently classified as possible.
As of December 31, 2025, the total amount of judicial deposits was US$6.6 million (US$5.7 million on December 31, 2024) and is substantially attributed to the judicial deposit carried on behalf of the shareholders of Nu Investimentos, prior to the acquisition, due to a tax proceeding related to withholding taxes inappropriately deducted from amounts paid to employees. The legal proceedings are inherently unpredictable and subject to significant uncertainties. If one or more cases were to result in a judgment against us in any reporting period for amounts that exceeded our management’s expectations, the impact on our results of operations or financial condition for that reporting period could be material. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Regulatory Matters and Litigation—Litigation, proceedings or similar matters, or adverse facts and developments related thereto, could materially affect our business, financial condition and results of operations”.
For further information, see note 23 to our audited consolidated financial statements included elsewhere in this annual report.
B. Significant Changes
None.
Item 9. The Offer and Listing
A. Offer and Listing Details
Not applicable.
B. Plan of Distribution
Not applicable.
C. Markets
Our class A ordinary shares, par value US$0.000006666666667 per share have been listed on the NYSE since December 8, 2021 under the symbol “NU.”
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
Item 10. Additional information
A. Share Capital
Not applicable.
B. Memorandum and Articles of Association
Our shareholders adopted the Memorandum and Articles of Association included as Exhibit 3.1 to this annual report.
Share Capital
Our Memorandum and Articles of Association authorize two classes of ordinary shares: Class A ordinary shares, which are entitled to one vote per share, and Class B ordinary shares, which are entitled to 20 votes per share and to maintain a proportional ownership interest in the event that additional Class A ordinary shares are issued. Any holder of Class B ordinary shares may convert his or her shares at any time into Class A ordinary shares on a share-for-share basis. The rights of the two classes of ordinary shares are otherwise identical, except as described below. See “—Anti-Takeover Provisions in our Memorandum and Articles of Association—Two Classes of Ordinary Shares.”
As of the date of this annual report, our authorized share capital is US$324,022.94, consisting of 48,603,441,210 shares of par value US$0.000006666666667 each, and we have 3,833,072,934 Class A ordinary shares, and 1,022,600,698 Class B ordinary shares issued and outstanding. The remaining authorized but unissued shares are presently undesignated and may be issued by our board of directors as ordinary shares of any class or as shares with preferred, deferred or other special rights or restrictions.
Treasury Shares
At the date of this annual report, we have no shares in the treasury.
Issuance of Shares
Except as expressly provided in our Memorandum and Articles of Association, our board of directors has general and unconditional authority to allot, grant options over, offer or otherwise deal with or dispose of any unissued shares in the company’s capital without the approval of our shareholders (whether forming part of the original or any increased share capital), either at a premium or at par, with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, on such terms and conditions, and at such times as the directors may decide, but so that no share shall be issued at a discount, except in accordance with the provisions of the Companies Act.
Our Memorandum and Articles of Association provide that at any time that there are Class A ordinary shares in issue, additional Class B ordinary shares may only be issued pursuant to (1) a share split, subdivision of shares or similar transaction or where a dividend or other distribution is paid by the issue of shares or rights to acquire shares or following capitalization of profits; (2) a merger, consolidation, or other business combination involving the issuance of Class B ordinary shares as full or partial consideration; or (3) an issuance of Class A ordinary shares, whereby holders of the Class B ordinary shares are entitled to purchase a number of Class B ordinary shares that would allow them to maintain their proportional ownership interest in the company (following an offer by us to each holder of Class B ordinary shares to issue to such holder, upon the same economic terms, such number of Class B ordinary shares as would allow such holder to maintain its proportional ownership interest in the company pursuant to our Memorandum and Articles of Association). In light of: (a) the above provisions; and (b) the 20-to-1 voting ratio between our Class B ordinary shares and Class A ordinary shares, holders of our Class B ordinary shares will in many situations continue to maintain control of all matters requiring shareholder approval. This concentration of ownership and voting power will limit or preclude your ability to influence corporate matters for the foreseeable future. For more information see “—Ordinary Shares—Preemptive or Similar Rights.”
Ordinary Shares
Dividend Rights
Subject to preferences that may apply to any preferred shares outstanding at the time, the holders of our ordinary shares are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and then only at the times and in the amounts legally available therefor that our board of directors may determine. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Dividend and Dividend Policy” for additional information.
Voting Rights
The holder of a Class B ordinary share is entitled, in respect of such share, to 20 votes per share, whereas the holder of a Class A ordinary share is entitled, in respect of such share, to one vote per share. The holders of Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters (including the election of directors) submitted to a vote of shareholders, except as provided below and as otherwise required by law.
Our Memorandum and Articles of Association provide as follows regarding the respective rights of holders of Class A ordinary shares and Class B ordinary shares:
(1) class consents from the holders of Class A ordinary shares and Class B ordinary shares, as applicable, shall be required for any variation to the rights attached to their respective class of shares, however, the directors may treat the two classes of shares as forming one class if they consider that both such classes would be affected in the same way by the proposal;
(2) the rights conferred on holders of Class A ordinary shares shall not be deemed to be varied by the creation or issue of further Class B ordinary shares and vice versa; and
(3) the rights attaching to the Class A ordinary shares and the Class B ordinary shares shall not be deemed to be varied by the creation or issue of shares with preferred or other rights, including, without limitation, shares with enhanced or weighted voting rights.
As set forth in our Memorandum and Articles of Association, the holders of Class A ordinary shares and Class B ordinary shares, respectively, do not have the right to vote separately if the number of authorized shares of such class is increased or decreased. Rather, the number of authorized Class A ordinary shares and Class B ordinary shares may be increased or decreased (but not below the number of shares of such class then outstanding) by both classes voting together by way of an “ordinary resolution,” which is defined in our Memorandum and Articles of Association as being a resolution (1) of a duly constituted general meeting passed by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote present in person or by proxy and voting at the meeting; or (2) approved in writing by all of the shareholders entitled to vote at a general meeting in one or more instruments each signed by one or more of the shareholders and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed.
We have not provided for cumulative voting for the election of directors in our Memorandum and Articles of Association.
Conversion Rights
Each outstanding Class B ordinary share is convertible at any time at the option of the holder into one Class A ordinary share, and each Class B ordinary share will convert automatically into one Class A ordinary share at the election of the holder(s) of a majority of the Class B ordinary shares. In addition, each Class B ordinary share will convert automatically into one Class A ordinary share upon any transfer, whether or not for value, except for certain transfers described in our Memorandum and Articles of Association, including transfers to affiliates of a holder, one or more trustees of a trust established for the benefit of a holder or their affiliates, partnerships, corporations and other entities owned or controlled by a holder or their affiliates, and an organization that is exempt from taxation under Section 501(3)(c) of the Code or to an organization that is exempt from taxation in Brazil under Sections 184, 377 or 378 of the 2018 Internal Tax Regulations and that is controlled, directly or indirectly through one or more intermediaries, by a holder. Furthermore, each Class B ordinary share will convert automatically into one Class A ordinary share and no Class B ordinary shares will be issued thereafter if, on the record date for any shareholders meeting, the aggregate voting power of Class B ordinary shares then outstanding is less than 10% of the aggregate voting power of Class A ordinary shares and Class B ordinary shares outstanding.
Preemptive or Similar Rights
Our Class A ordinary shares are not entitled to preemptive rights, and are not subject to conversion, redemption or sinking fund provisions.
The Class B ordinary shares are entitled to maintain a proportional ownership interest in the event that additional Class A ordinary shares are issued. As such, except for certain exceptions, including the issuance of Class A ordinary shares in furtherance of this offering, if we issue Class A ordinary shares, we must first make an offer to each holder of Class B ordinary shares to issue to such holder on the same economic terms such number of Class B ordinary shares as would allow such holder to maintain its proportional ownership interest in the company. This right to maintain a proportional ownership interest may be waived by the holders of a majority of the Class B ordinary shares.
Right to Receive Liquidation Distributions
If we become subject to a liquidation, dissolution or winding-up, the assets legally available for distribution to our shareholders would be distributable ratably among the holders of our ordinary shares and any participating preferred shares outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of preferred shares.
Preferred Shares
Pursuant to our Memorandum and Articles of Association, our board of directors has the authority, subject to limitations prescribed by Cayman Islands law, to issue preferred shares in one or more series, to establish from time to time the number of shares to be included in each series and to fix the designation, powers, preferences, and rights of the shares of each series and any of its qualifications, limitations, or restrictions, in each case without further vote or action by our shareholders. Our board of directors can also increase or decrease the number of shares of any series of preferred shares, but not below the number of shares of that series then outstanding, without any further vote or action by our shareholders. Our board of directors may authorize the issuance of preferred shares with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our Class A ordinary shares. The issuance of preferred shares, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of our company and might adversely affect the market price of our Class A ordinary shares and the voting and other rights of the holders of our Class A ordinary shares. We have no current plan to issue any preferred shares and had no preferred shares outstanding since our initial public offering.
Equal Status
Except as expressly provided in our Memorandum and Articles of Association, Class A ordinary shares and Class B ordinary shares have the same rights and privileges and rank equally, share proportionally and are identical in all respects as to all matters. In the event of any statutory amalgamation, merger, consolidation, arrangement or other reorganization involving us and requiring the approval of our shareholders entitled to vote thereon, as well as a short-form merger or consolidation that does not require a resolution of our shareholders, the holders of Class A ordinary shares shall have the right to receive, or the right to elect to receive, the same form of consideration as the holders of Class B ordinary shares, and the holders of Class A ordinary shares shall have the right to receive, or the right to elect to receive, at least the same amount of consideration on a per share basis as the holders of Class B ordinary shares, in each case solely with respect to economic rights. In the event of any (1) tender or exchange offer to acquire any Class A ordinary shares or Class B ordinary shares by any third party pursuant to an agreement to which we are a party, or (2) tender or exchange offer by us to acquire any Class A ordinary shares or Class B ordinary shares, the holders of Class A ordinary shares shall have the right to receive, or the right to elect to receive, the same form of consideration as the holders of Class B ordinary shares, and the holders of Class A ordinary shares shall have the right to receive, or the right to elect to receive, at least the same amount of consideration on a per share basis as the holders of Class B ordinary shares, in each case solely with respect to economic rights.
Options
As of December 31, 2025, we had outstanding options to purchase an aggregate of 21,819,196 Class A ordinary shares, with a weighted-average exercise price of approximately US$1.80 per share, under our equity compensation plans.
RSUs
As of December 31, 2025, we had outstanding 53,104,288 Class A ordinary shares subject to RSUs under our Omnibus Incentive Plan. Our outstanding RSUs will generally vest upon the satisfaction of a time-based condition. For the majority of our outstanding RSUs under our Omnibus Incentive Plan, the time-based condition will be satisfied upon completion of three years from the vesting commencement date, and the balance will vest in 12 successive equal quarterly installments, subject to continued service through each such vesting date. Grants issued to new employees have a cliff period of one year, which requires them to stay at least for one year if they want to trade any vested amounts.
Registration Rights
Certain holders of our management shares, preferred shares and ordinary shares who are parties to our registration rights agreement are entitled to certain rights under such agreement with respect to the registration of their shares under the Securities Act. In connection with our initial public offering, each shareholder that has registration rights agreed not to sell or otherwise dispose of any securities without the prior written consent of us and the underwriters for a period ended on the later of the 181st day after the date of the prospectus of such public offering and the opening of trading on the second trading day following our public release of earnings for the quarter ended March 31, 2022, subject to certain terms and conditions. See “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management” for additional information regarding such restrictions.
The registration rights set forth in the registration rights agreement will expire on the earlier of (i) five years following the completion of our initial public offering, (ii) with respect to any particular shareholder, when such shareholder holds 1% or less of our outstanding ordinary shares and is able to sell all of its registrable securities pursuant to Rule 144 of the Securities Act during any 90-day period and (iii) immediately prior to our change of control, liquidation, dissolution or winding up. We will pay the registration expenses (other than underwriting discounts and commissions) of the holders of the shares registered pursuant to the registrations described below.
Demand Registration Rights
Based on the number of our shares outstanding as of December 31, 2025, the holders of up to 4,122,940,042 Class A ordinary shares will be entitled to certain demand registration rights. At any time beginning six months after the effective date of our initial public offering (i.e. December 8, 2021), the holders of at least a majority of these shares then outstanding can request that we register the offer and sale of their shares. Such request for registration must cover securities, the anticipated aggregate public offering price of which is at least US$50,000,000. In an underwritten offering, the managing underwriter, if any, has the right, subject to specified conditions, to limit the number of shares such holders may include. We are obligated to effect only two such registrations. If we determine that it would be seriously detrimental to us and our shareholders to effect such a demand registration, we have the right to defer such registration, not more than once in any 12-month period, for a period of up to 90 days.
Piggyback Registration Rights
If we propose to register the offer and sale of Class A ordinary shares under the Securities Act, in connection with the public offering of such Class A ordinary shares the holders of up 3,093,003,286 to Class A ordinary shares will be entitled to certain “piggyback” registration rights allowing the holders to include their shares in such registration, subject to certain marketing and other limitations. As a result, whenever we propose to file a registration statement under the Securities Act, other than with respect to (i) a registration in which the only Class A ordinary shares being registered are Class A ordinary shares issuable upon conversion of debt securities that are also being registered; (ii) a registration related to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act; or (iii) a registration on any registration form which does not include substantially the same information as would be required to be included in a registration statement covering the public offering of our Class A ordinary shares, the holders of these shares are entitled to notice of the registration and have the right, subject to certain limitations, to include their shares in the registration.
F-3 Registration Rights
Based on the number of our shares outstanding as of December 31, 2025, the holders of up to 4,122,940,042 of the Class A ordinary shares will be entitled to certain Form F-3 registration rights. The holders of at least a majority of these shares then outstanding may make a written request that we register the offer and sale of their shares on a registration statement on Form F-3 if we are eligible to file a registration statement on Form F-3 so long as the request covers securities the anticipated aggregate public offering price of which, before payment of underwriting discounts and commissions, is at least US$5,000,000. These shareholders may make an unlimited number of requests for registration on Form F-3; however, we will not be required to effect a registration on Form F-3 if we have effected one such registration within the 12-month period preceding the date of the request. Additionally, if we determine that it would be seriously detrimental to us and our shareholders to effect such a registration, we have the right to defer such registration, not more than once in any 12-month period, for a period of up to 90 days.
Record Dates
For the purpose of determining shareholders entitled to notice of, or to vote at any general meeting of shareholders or any adjournment thereof, or shareholders entitled to receive dividend or other distribution payments, or in order to make a determination of shareholders for any other purpose, our board of directors may set a record date which shall not exceed forty (40) clear days prior to the date where the determination will be made.
General Meetings of Shareholders
As a condition of admission to a shareholders’ meeting, a shareholder must be duly registered as such at the applicable record date for that meeting and, in order to vote, all calls or installments then payable by such shareholder to us in respect of the shares that such shareholder holds must have been paid.
Subject to any special rights or restrictions as to voting then attached to any shares, at any general meeting every shareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative not being himself or herself a shareholder entitled to vote) shall have one vote per Class A ordinary share and 20 votes per Class B ordinary share.
As a Cayman Islands exempted company, we are not obliged by the Companies Act to call annual general meetings; however, our Memorandum and Articles of Association provide that in each year the company will hold an annual general meeting of shareholders. For the annual general meeting of shareholders the agenda will include, among other things, the presentation of the annual accounts and the report of the directors (if any). In addition, the agenda for an annual general meeting of shareholders will only include such items as have been included therein by the board of directors.
Also, we may, but are not required to (unless required by the laws of the Cayman Islands), hold other extraordinary general meetings during the year. Extraordinary general meetings of shareholders may be held where the directors decide.
The Companies Act provides shareholders a limited right to request a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting in default of a company’s memorandum and articles of association. However, these rights may be provided in a company’s memorandum and articles of association. Our Memorandum and Articles of Association provide that for so long as our founding shareholder controls a majority of the voting power of the shares of the Company, a general meeting of shareholders may be convened on the requisition of the holders of a majority of the voting power of our shares. However, if our founding shareholder controls less than a majority of the voting power of our shares, no shareholder shall have the power to requisition a meeting of shareholders. Our Memorandum and Articles of Association provide no other right to put any proposals before annual general meetings or extraordinary general meetings.
Subject to regulatory requirements, the annual general meeting must be called by at least 21 days’ (and not less than 15 clear business days’) notice and any extraordinary general meeting by at least 14 days’ (and not less than 10 clear business days’) notice prior to the relevant shareholders meeting and convened by a notice discussed below. Alternatively, upon the prior consent of all holders entitled to receive notice, with regard to the annual general meeting, and the holders of 75% in par value of the shares entitled to attend and vote at an extraordinary general meeting, that meeting may be convened by a shorter notice and in a manner deemed appropriate by those holders.
We will give notice of each general meeting of shareholders by publication on our website and in any other manner that may be required in order to comply with Cayman Islands law, NYSE and SEC requirements. The holders of registered shares may be given notice of a shareholders’ meeting by means of letters sent to the addresses of those shareholders as registered in our shareholders’ register, or, subject to certain statutory requirements, by electronic means.
Holders whose shares are registered in the name of DTC or its nominee, which we expect will be the case for all holders of Class A ordinary shares, will not be a shareholder or member of the company and must rely on the procedures of DTC regarding notice of shareholders’ meetings and the exercise of rights of a holder of the Class A ordinary shares.
A quorum for a general meeting consists of any one or more persons holding or representing by proxy not less than a majority of the aggregate shares in issue and entitled to vote upon the business to be transacted. If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, a second meeting may be called as the Directors may determine, and if at the second meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the shareholders present shall be a quorum.
A resolution put to a vote at a general meeting shall be decided on a poll. Generally speaking, an ordinary resolution to be passed by the shareholders at a general meeting requires the affirmative vote of a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote, present in person or by proxy and voting at the meeting and a special resolution requires the affirmative vote on a poll of no less than two-thirds of the votes cast by the shareholders entitled to vote who are present in person or by proxy at a general meeting. Both ordinary resolutions and special resolutions may also be passed by a unanimous written resolution signed by all of our shareholders, as permitted by the Companies Act and our Memorandum and Articles of Association.
Pursuant to our Memorandum and Articles of Association, general meetings of shareholders are to be chaired by the chairman of our board of directors or in his absence the vice-chairman of the board of directors. If the chairman or vice-chairman of our board of directors is absent, the directors present at the meeting shall appoint one of them to be chairman of the general meeting. If neither the chairman nor another director is present at the general meeting within 30 minutes after the time appointed for holding the meeting, then such meeting shall be adjourned for a one-week period and shall be held in the following week on the same day at the same time and place. If at the adjournment of the meeting the chairman or in his absence the vice-chairman (if any) or in their absence a director is not willing to act as chairman, or if no director is present within thirty (30) minutes after the time appointed for holding the meeting, then such meeting shall be canceled. The order of business at each meeting shall be determined by the chairman of the meeting, and he or she shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on our affairs, restrictions on entry to such meeting after the time prescribed for the commencement thereof, and the opening and closing of the polls.
Changes to Capital
Pursuant to our Memorandum and Articles of Association, we may from time to time by ordinary resolution:
| ● | increase our share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe; |
| ● | consolidate and divide all or any of our share capital into shares of a larger amount than its existing shares; |
| ● | convert all or any of our paid-up shares into stock and reconvert that stock into paid-up shares of any denomination; |
| ● | subdivide our existing shares or any of them into shares of a smaller amount, provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; or |
| ● | cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so canceled. |
Our shareholders may by special resolution, subject to confirmation by the Grand Court of the Cayman Islands on an application by us for an order confirming such reduction, reduce its share capital or any capital redemption reserve in any manner permitted by law.
In addition, subject to the provisions of the Companies Act and our Memorandum and Articles of Association and the Shareholder’s Agreement, we may:
| ● | issue shares on terms that they are to be redeemed or are liable to be redeemed; |
| ● | purchase its own shares (including any redeemable shares); and |
| ● | make a payment in respect of the redemption or purchase of its own shares in any manner authorized by the Companies Act, including out of our own capital. |
Transfer of Shares
Subject to any applicable restrictions set forth in the Memorandum and Articles of Association and the Shareholder’s Agreement, any shareholder of Nu may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or in the form prescribed by the NYSE or any other form approved by our board of directors.
Our Class A ordinary shares are traded on the NYSE in book-entry form and may be transferred in accordance with our Memorandum and Articles of Association and the NYSE’s rules and regulations.
However, our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is either not fully paid up to a person of whom it does not approve or is issued under any share incentive scheme for employees which contains a transfer restriction that is still applicable to such ordinary share. The board of directors may also decline to register any transfer of any ordinary share unless:
| ● | the instrument of transfer is lodged with us, accompanied by the certificate (if any) for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; |
| ● | the instrument of transfer is in respect of only one class of shares; |
| ● | the instrument of transfer is properly stamped, if required; |
| ● | the ordinary shares transferred are free of any lien in favor of us; and |
| ● | in the case of a transfer to joint holders, the transfer is not to more than four joint holders. |
If the directors refuse to register a transfer they are required, within two months after the date on which the instrument of transfer was lodged, to send to the transferee notice of such refusal.
Share Repurchase
The Companies Act and our Memorandum and Articles of Association permit us to purchase our own shares, subject to certain restrictions. Our board of directors may only exercise this power on behalf of Nu, subject to the Companies Act and our Memorandum and Articles of Association, the Shareholder’s Agreement and any applicable requirements imposed from time to time by SEC, the NYSE or by any recognized stock exchange on which our shares are listed.
Dividends and Capitalization of Profits
We have not adopted a dividend policy with respect to payments of any future dividends. Subject to the Companies Act and general principles of Cayman Islands law, our shareholders may, by ordinary resolution, declare dividends (including interim dividends) to be paid to shareholders but no dividend shall be declared in excess of the amount recommended by the board of directors. The board of directors may also declare dividends. Dividends may be declared and paid out of funds lawfully available to us. Except as otherwise provided by the rights attached to shares and our Memorandum and Articles of Association, all dividends shall be paid in proportion to the number of Class A ordinary shares or Class B ordinary shares a shareholder holds at the date the dividend is declared (or such other date as may be set as a record date); but, (1) if any share is issued on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividend accordingly and (2) where we have shares in issue which are not fully paid up (as to par value), we may pay dividends in proportion to the amounts paid up on each share.
The holders of Class A ordinary shares and Class B ordinary shares shall be entitled to share equally in any dividends that may be declared in respect of our ordinary shares from time to time. In the event that a dividend is paid in the form of Class A ordinary shares or Class B ordinary shares, or rights to acquire Class A ordinary shares or Class B ordinary shares, (1) the holders of Class A ordinary shares shall receive Class A ordinary shares, or rights to acquire Class A ordinary shares, as the case may be and (2) the holders of Class B ordinary shares shall receive Class B ordinary shares, or rights to acquire Class B ordinary shares, as the case may be.
Appointment, Disqualification and Removal of Directors
We are managed by our board of directors. Our Memorandum and Articles of Association provide that the board of directors will be composed of such a number of directors as a majority of directors in office may determine, being up to nine directors on the date of adoption of our Memorandum and Articles of Association. There are no provisions relating to retirement of directors upon reaching any age limit.
Our Memorandum and Articles of Association provide that directors shall be elected by an ordinary resolution of our shareholders, which requires the affirmative vote of a simple majority of the votes cast on the resolution by the shareholders entitled to vote who are present, in person or by proxy, at a quorate general meeting of the Company. Notwithstanding the foregoing, for so long as our founding shareholder owns at least 5% of the voting power of our outstanding share capital, our founding shareholder shall be entitled to nominate a certain number of designees to the board for a specific term, as set out in our Memorandum and Articles of Association. In particular, our Memorandum and Articles of Association provide that, subject to compliance with applicable law and NYSE rules, for so long as our founding shareholder and his affiliates beneficially own shares constituting at least 40% of the voting power of our outstanding share capital, the founding shareholder shall be entitled to designate up to five nominees to our board of directors (or if the size of the board of directors is increased, a majority of the members of the board of directors); for so long as our founding shareholder and its affiliates beneficially own at least 25% of the voting power of our outstanding share capital, the founding shareholder shall be entitled to designate up to three nominees to our board of directors (or if the size of the board of directors is increased, one-third of the members of the board of directors); and for so long as our founding shareholder and its affiliates beneficially own at least 5% of the voting power of our outstanding share capital, our founding shareholder shall be entitled to designate one nominee to our board of directors (or if the size of the board of directors is increased, 10% of the members of the board of directors). The founding shareholder may in like manner remove such director(s) appointed by him and appoint replacement director(s).
Each director shall be appointed for a one-year term, unless they resign or their office is vacated earlier, provided, however, that such term shall be extended beyond one year in the event that no successor has been appointed (in which case such term shall be extended to the date on which such successor has been appointed).
Our Memorandum and Articles of Association provide that from and after the date on which the founding shareholder (together with his affiliates) no longer beneficially owns more than 50% of our outstanding voting power, or the classifying date, the directors shall be divided into three classes designated as Class I, Class II and Class III. Each director shall serve for a term ending on the date of the third annual general shareholders meeting following the annual general shareholders meeting at which such director was elected as subject to the provisions of our Memorandum and Articles of Association. The founding directors shall be allocated to the longest duration classes unless otherwise determined by the board of directors.
Grounds for Removing a Director
A director may be removed with or without cause by ordinary resolution, and a director nominated by our founding shareholder may be removed by our founding shareholder at any time with or without cause by notice to us. The notice of the general meeting must contain a statement of the intention to remove the director and must be served on the director not less than ten calendar days before the meeting. The director is entitled to attend the meeting and be heard on the motion for his removal.
The office of a director will be vacated automatically if he or she (1) becomes prohibited by law from being a director; (2) becomes bankrupt or makes an arrangement or composition with his creditors; (3) dies or is in the opinion of all his co-directors, incapable by reason of mental disorder of discharging his duties as director; (4) resigns his office by notice to us; or (5) has for more than six months been absent without permission of the directors from meetings of the board of directors held during that period, and the remaining directors resolve that his or her office be vacated.
Proceedings of the Board of Directors
Our Memorandum and Articles of Association provide that our business is to be managed and conducted by the board of directors. The quorum necessary for the board meeting shall be a simple majority of the directors then in office, and business at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall not have a casting vote.
Subject to the provisions of our Memorandum and Articles of Association, the members of the board of directors may regulate its proceedings as they determine is appropriate. Board meetings shall be held at least once every calendar quarter and shall take place at such place as the directors may determine.
Subject to the provisions of our Memorandum and Articles of Association, to any directions given by ordinary resolution of the shareholders and the listing rules of the NYSE, the board of directors may from time to time at its discretion exercise all powers of Nu, including, subject to the Companies Act, the power to issue debentures, bonds and other securities of the company, whether outright or as collateral security for any debt, liability or obligation of our company or of any third party.
Inspection of Books and Records
Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or corporate records. However, the board of directors may determine from time to time whether and to what extent our accounting records and books shall be open to inspection by shareholders who are not members of the board of directors. Notwithstanding the above, our Memorandum and Articles of Association provide shareholders with the right to receive annual financial statements. Such right to receive annual financial statements may be satisfied by publishing the same on the company’s website or filing such annual reports as we are required to file with the SEC.
Register of Shareholders
Our Class A ordinary shares offered are held through DTC, and DTC or Cede & Co., as nominee for DTC, will be recorded in the shareholders’ register as the holder of our Class A ordinary shares. Under Cayman Islands law, we must keep a register of shareholders that includes:
| ● | the names and addresses of the shareholders, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member; |
| ● | the date on which the name of any person was entered on the register as a member; and |
| ● | the date on which any person ceased to be a member. |
Under Cayman Islands law, our register of shareholders is prima facie evidence of the matters set out therein (i.e., the register of shareholders will raise a presumption of fact on the matters referred to above unless rebutted) and a shareholder registered in the register of shareholders is deemed as a matter of Cayman Islands law to have prima facie legal title to the shares as set against his or her name in the register of shareholders. The shareholders recorded in the register of shareholders should be deemed to have legal title to the shares set against their name.
If the name of any person is incorrectly entered in or omitted from the register of shareholders, or if there is any default or unnecessary delay in entering on the register the fact of any person having ceased to be a shareholder of Nu, the person or member aggrieved (or any shareholder of ours, or Nu itself) may apply to the Cayman Islands Grand Court for an order that the register be rectified, and the Court may either refuse such application or it may, if satisfied of the justice of the case, make an order for the rectification of the register.
Anti-Takeover Provisions in Our Memorandum and Articles of Association
Some provisions of our Memorandum and Articles of Association may discourage, delay or prevent a change in control of our company or management that shareholders may consider favorable. In particular, our capital structure concentrates ownership of voting rights in the hands of our founding shareholder, as our controlling shareholder. These provisions, which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of our company to first negotiate with the board of directors. However, these provisions could also have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of the Class A ordinary shares that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that shareholders may otherwise deem to be in their best interests.
Two Classes of Ordinary Shares
Our Class B ordinary shares are entitled to 20 votes per share, while the Class A ordinary shares are entitled to one vote per share. Since our co-founders own all of the Class B ordinary shares, our co-founders currently have the ability to elect a majority of the directors and to determine the outcome of most matters submitted for a vote of shareholders, with our founding shareholder as the controlling shareholder. This concentrated voting control could discourage others from initiating any potential merger, takeover, or other change of control transaction that other shareholders may view as beneficial.
So long as our co-founders have the ability to determine the outcome of most matters submitted to a vote of shareholders as well as the overall management and direction of Nu, third parties may be deterred in their willingness to make an unsolicited merger, takeover, or other change of control proposal, or to engage in a proxy contest for the election of directors. As a result, the fact that we have two classes of ordinary shares may have the effect of depriving you as a holder of Class A ordinary shares of an opportunity to sell your Class A ordinary shares at a premium over prevailing market prices and make it more difficult to replace our directors and management.
Preferred Shares
Our Memorandum and Articles of Association provide our board of directors with wide powers to issue additional shares, and one or more classes or series of preferred shares, with or without preferred, deferred or other rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, at such times and on such other terms as the board of directors may determine, to the extent authorized but unissued. The issuance of additional shares may be used as an anti-takeover device without further action on the part of our shareholders. Such issuance may further dilute the voting power of existing holders of Class A ordinary shares.
Despite the anti-takeover provisions described above, under Cayman Islands law, our board of directors may only exercise the rights and powers granted to them under our Memorandum and Articles of Association, for what they believe in good faith to be in our best interests.
Requisitioning General Meetings
Our Memorandum and Articles of Association provide that, for so long as our founding shareholder controls a majority of the voting power of our shares, a general meeting of shareholders may be convened on the requisition of the holders of a majority of the voting power of our shares. However, if our founding shareholder controls less than a majority of the voting power of our shares, no shareholder shall have the power to requisition a meeting of shareholders. Accordingly, our shareholders will have limited rights to requisition and convene general meetings of shareholders.
Consent over a Change of Control
Our Memorandum and Articles of Association provide that for so long as David Vélez Osorno and his affiliates beneficially own shares accounting for at least 10% of the voting power of our issued share capital, we will not take, or permit our subsidiaries to take, certain actions without the prior written approval of a majority of the Class B ordinary shares in issue, including entering into a merger, consolidation, reorganization or other business combination or a transaction or series of transactions that would result in a change of control.
Staggered Board
Our Memorandum and Articles of Association provide that, from and after the date that David Vélez Osorno and his affiliates no longer beneficially own more than 50% of the voting power of our issued share capital, we shall cause our board of directors to be divided into three classes serving staggered three-year terms. This classification of our board of directors could have the effect of increasing the length of time necessary to change the composition of a majority of the board of directors. In general, at least two annual meetings of shareholders will be necessary for shareholders to effect a change in a majority of the members of the board of directors.
Exclusive Forum
Under our Memorandum and Articles of Association, unless we consent to a different forum, (i) any derivative action or proceeding brought on our behalf, (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or any other person, (iii) any action or proceeding arising pursuant to, or seeking to enforce any right, obligation or remedy under, any provision of the Companies Act, our Memorandum and Articles of Association, or any other provision of applicable law, (iv) any action or proceeding seeking to interpret, apply, enforce or determine the validity of our Memorandum and Articles of Association or (v) any action or proceeding as to which the Companies Act confers jurisdiction on the Grand Court of the Cayman Islands may only be brought before the Grand Court of the Cayman Islands, in all cases subject to the court having jurisdiction over indispensable parties named as defendants. In addition, any complaint asserting a cause of action arising under the Securities Act may only be brought before the federal district courts of the United States. Nothing in our Memorandum and Articles of Association will preclude shareholders that assert claims under the Exchange Act from bringing such claims in any court, subject to applicable law.
Any person or entity purchasing or otherwise acquiring or holding any interest in our securities shall be deemed to have notice of and consented to these exclusive forum provisions. However, shareholders will not be deemed to have waived our compliance with U.S. federal securities laws and the rules and regulations thereunder. The enforceability of similar choice of forum provisions in other companies’ organizational documents has been challenged in legal proceedings, and it is possible that, in connection with claims arising under federal securities laws or otherwise, a court could find the exclusive forum provision contained in our Memorandum and Articles of Association to be inapplicable or unenforceable.
Rights of Non-Resident or Foreign Shareholders
There are no limitations imposed by our Memorandum and Articles of Association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our Memorandum and Articles of Association governing the ownership threshold above which shareholder ownership must be disclosed.
Transfer Agent and Registrar
The transfer agent and registrar for our Class A ordinary shares is Computershare Trust Company, N.A. The transfer agent and registrar’s address is 250 Royall Street, Canton, MA 02021-1011.
C. Material Contracts
We are party to certain material license agreements with Mastercard in connection with our activities as an issuer of Mastercard credit products.
Our License Agreement, dated as of January 29, 2014, between Mastercard International Incorporated, or “Mastercard,” and EO2 Soluções de Pagamento S.A., sets forth the general terms and conditions under which Mastercard has granted to us a non-exclusive license to use certain trade names, trademarks, service marks and logotypes in Brazil in connection with our issuance of credit products, subject to Mastercard’s standard terms (as amended from time to time). No consideration is due to Mastercard under this agreement.
Our License Agreement, dated as of October 14, 2022, between Mastercard and Nu Mexico Financiera, S.A. de C.V. S.F.P sets forth the general terms and conditions under which Mastercard has granted to us a nonexclusive license to use certain trade names, trademarks, service marks and logotypes in Mexico in connection with our issuance of credit products, subject to Mastercard’s standard terms (as amended from time to time). No consideration is due to Mastercard under this agreement.
Our License Agreement, dated as of April 24, 2020 and as amended from time to time, between Mastercard and Nu Pagamentos, sets forth the general terms and conditions under which Mastercard has granted to us a nonexclusive license to use certain trade names, trademarks, service marks and logotypes in Colombia in connection with our issuance of credit products, subject to Mastercard’s standard terms (as amended from time to time). No consideration is due to Mastercard under this agreement.
In addition, see “Item 7. Major Shareholders and Related-Party Transactions—B. Related-Party Transactions.”
Except as otherwise disclosed in this annual report on Form 20-F (including the Exhibits), we are not currently, and have not been in the last two years, party to any material contract, other than contracts entered into in the ordinary course of business.
D. Exchange Controls
There are no exchange control regulations or currency restrictions in effect in the Cayman Islands.
E. Taxation
The following summary contains a description of certain Cayman Islands, U.S. and Brazilian federal income tax consequences of the acquisition, ownership and disposition of our Class A ordinary shares. It does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase the Class A ordinary shares, is not applicable to all categories of investors, some of which may be subject to special rules, and does not address all of the Cayman Islands, U.S. and Brazilian federal income tax considerations applicable to any particular holder. The summary is based upon the tax laws of the Cayman Islands and regulations thereunder, upon the tax laws of the United States and regulations thereunder and upon the tax laws of Brazil and regulations thereunder as of the date hereof, which are subject to change.
Prospective purchasers of our Class A ordinary shares should consult their own tax advisors about the particular Cayman Islands, U.S. and Brazilian federal, state, local and other tax consequences to them of the acquisition, ownership and disposition of our Class A ordinary shares.
Cayman Islands Tax Considerations
The Cayman Islands laws currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty or withholding tax applicable to us or to any holder of Class A ordinary shares. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of the Cayman Islands. No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies except those which hold interests in land in the Cayman Islands. The Cayman Islands is not party to any double tax treaties which are applicable to any payments made by or to our company. There are no exchange control regulations or currency restrictions in the Cayman Islands.
As a Cayman Islands exempted company with limited liability, we are entitled, upon application, to receive an undertaking as to tax concessions pursuant to Section 6 of the Tax Concessions Act (as revised). On September 9, 2019, we received this undertaking which provides that, for a period of 20 years from the date of issue of the undertaking, no law thereafter enacted in the Cayman Islands imposing any taxes to be levied on profits, income, gains or appreciation will apply to us or our operations.
Payments of dividends and capital in respect of our Class A ordinary shares will not be subject to taxation in the Cayman Islands and no withholding will be required under Cayman Islands law on the payment of a dividend or capital to any holder of our Class A ordinary shares, nor will gains derived from the disposal of our Class A ordinary shares be subject to Cayman Islands income or corporation tax.
There is no income tax treaty or convention currently in effect between the United States and the Cayman Islands.
U.S. Federal Income Tax Considerations
The following summary describes the material U.S. federal income tax considerations to the U.S. Holders (as defined below) of owning and disposing of Class A ordinary shares, but it does not purport to be a comprehensive description of all tax considerations that may be relevant to a particular person’s decision to hold our Class A ordinary shares. This discussion applies only to a U.S. Holder that holds Class A ordinary shares as capital assets for U.S. federal income tax purposes. In addition, it does not describe all of the tax considerations that may be relevant in light of a U.S. Holder’s particular circumstances, including any minimum tax considerations, the potential application of the provisions of the Internal Revenue Code of 1986, as amended, the “Code,” known as the Medicare contribution tax and tax considerations applicable to U.S. Holders subject to special rules, such as:
| ● | certain financial institutions; |
| ● | real estate investment trusts or regulated investment companies; |
| ● | dealers or traders in securities that use a mark-to-market method of tax accounting; |
| ● | persons holding Class A ordinary shares as part of a straddle, wash sale, hedging transaction, conversion transaction or other integrated transaction or entering into a constructive sale with respect to Class A ordinary shares; |
| ● | persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar; |
| ● | persons that are subject to the “applicable financial statement” rules under Section 451(b) of the Code; |
| ● | tax-exempt entities, including an “individual retirement account,” or Roth IRA; |
| ● | persons holding Class A ordinary shares that own or are deemed to own 10% or more of our shares (by vote or value); |
| ● | persons owning Class A ordinary shares in connection with a trade or business conducted outside of the United States; or |
| ● | entities or arrangements classified as partnerships for U.S. federal income tax purposes. |
If an entity or arrangement that is classified as a partnership for U.S. federal income tax purposes holds our Class A ordinary shares, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding Class A ordinary shares and partners in such partnerships should consult their tax advisors as to the particular U.S. federal income tax considerations of owning and disposing of the Class A ordinary shares.
This discussion is based on the Code, administrative pronouncements, judicial decisions, and final, temporary and proposed U.S. Treasury regulations, all as of the date hereof, any of which is subject to change or differing interpretations, possibly with retroactive effect.
A “U.S. Holder” is a beneficial owner of Class A ordinary shares that is for U.S. federal income tax purposes:
| ● | a citizen or individual resident of the United States; |
| ● | a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia; or |
| ● | an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source. |
U.S. Holders should consult their tax advisors concerning the U.S. federal, state, local and non-U.S. tax consequences of owning and disposing of our Class A ordinary shares in their particular circumstances.
Except where otherwise indicated, this discussion assumes that we are not, and will not become, a passive foreign investment company, or “PFIC,” as described below.
Taxation of Distributions
Any distributions paid on our Class A ordinary shares, other than certain pro rata distributions of our Class A ordinary shares, will be treated as dividends for U.S. federal income tax purposes to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Because we do not maintain calculations of our earnings and profits under U.S. federal income tax principles, we expect that distributions will generally be reported to U.S. Holders as dividends. Subject to applicable limitations and the discussion in “Passive Foreign Investment Company Rules" below, dividends paid by qualified foreign corporations to certain non-corporate U.S. Holders are taxable at rates applicable to long-term capital gains. A foreign corporation is treated as a qualified foreign corporation with respect to dividends paid on stock that is readily tradable on an established securities market in the United States. The NYSE, on which the Class A ordinary shares are listed, is an established securities market in the United States and we anticipate that our Class A ordinary shares should qualify as readily tradable, although there can be no assurances in this regard.
U.S. Holders should consult their tax advisors regarding the availability of the reduced tax rate on dividends in their particular circumstances. The amount of any dividend will generally be treated as foreign-source dividend income to U.S. Holders and will not be eligible for the dividends-received deduction generally available to U.S. corporations under the Code. Dividends will be included in a U.S. Holder’s income on the date of the U.S. Holder’s receipt of the dividend.
Sale or Other Disposition of Class A Ordinary Shares
Subject to the discussion below under “—Passive Foreign Investment Company Rules,” for U.S. federal income tax purposes, gain or loss realized on the sale or other disposition of Class A ordinary shares will be capital gain or loss, and will be long-term capital gain or loss if a U.S. Holder has held the Class A ordinary shares for more than one year. Long-term capital gains of individuals and other non-corporate U.S. Holders are eligible for reduced rates of taxation. The amount of the gain or loss will equal the difference between a U.S. Holder’s tax basis in the Class A ordinary shares disposed of and the amount realized on the disposition, in each case as determined in U.S. dollars. See “—Brazilian Tax Considerations” for a description of when a disposition may be subject to taxation by Brazil. Such gain or loss will generally be U.S. source gain or loss for foreign tax credit purposes. The deductibility of capital losses is subject to various limitations.
Foreign Tax Credits
On December 28, 2021, Treasury Regulations pertaining to foreign tax credits, or the “Final Treasury Regulations,” were released that impose significant new limitations on the non-U.S. taxes for which a foreign tax credit can be claimed. Subsequently released notices from the IRS indicate, however, that Treasury and the IRS are considering proposing amendments to such Treasury regulations and allow, subject to certain conditions, taxpayers to defer the application of many aspects of such Treasury regulations until the date that further IRS guidance is released.
In addition, because a U.S. Holder’s gains from the sale or exchange of shares will generally be treated as U.S.-source income, certain generally applicable limitations may preclude a U.S. Holder from claiming a credit for all or a portion of the Brazilian income taxes imposed on any such gains. However, a U.S. Holder may, at its election, deduct such Brazilian income taxes in computing taxable income, subject to generally applicable limitations under U.S. law. An election to deduct foreign taxes instead of claiming foreign tax credits applies to all creditable foreign taxes paid or accrued in the relevant taxable year. U.S. Holders should consult their tax advisors as to the creditability or deductibility of any Brazilian tax in their particular circumstances (including any applicable limitations).
Passive Foreign Investment Company Rules
Under the Code, we will be a PFIC for any taxable year in which, after applying certain look-through rules, either (i) 75% or more of our gross income consists of “passive income,” or (ii) 50% or more of the average value (generally determined on a quarterly basis) of our assets consists of assets that produce, or are held for the production of, “passive income.” We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation where we own, directly or indirectly, more than 25% (by value) of the corporation’s stock. Passive income generally includes dividends, interest, rents, certain non-active royalties, and capital gains. Cash is generally a passive asset for these purposes.
The application of the PFIC rules to businesses that undertake banking activities is unclear under present U.S. federal income tax law. Such businesses generally derive a substantial part of their income from assets that are interest bearing or that otherwise would be considered passive under the PFIC rules. The IRS issued the 2021 Proposed Regulations, and previously issued a notice in 1989 (Notice 89-81, or the “Notice”) and the 1995 Proposed Regulations, that exclude from passive income any income derived in the active conduct of a banking business by a qualifying foreign bank, or the “active bank exception.” The 2021 Proposed Regulations are proposed to be effective for taxable years of shareholders beginning on or after the date such regulations are finalized (but can electively be applied earlier), while the 1995 Proposed Regulations are proposed to be effective for taxable years beginning after December 31, 1994 and provide that taxpayers may apply the 1995 Proposed Regulations to a taxable year beginning after December 31, 1986, provided the 1995 Proposed Regulations are consistently applied to that taxable year and all subsequent taxable years.
The 2021 Proposed Regulations, the Notice, and the 1995 Proposed Regulations each have different requirements for qualifying as a foreign bank, and for determining the banking income that may be excluded from passive income under the active bank exception, but the preamble to the 2021 Proposed Regulations authorizes taxpayers to rely upon the Notice or the 1995 Proposed Regulations to determine whether income of a foreign bank may be treated as non-passive. Under both the 2021 Proposed Regulations and the 1995 Proposed Regulations, a qualifying foreign bank must be licensed in the country of its incorporation to do business as a bank and must also carry on one or more specified activities, including regularly receiving bank deposits from unrelated customers in the course of its banking business. While the 2021 Proposed Regulations are silent on this matter, under both the Notice and 1995 Proposed Regulations, loans made in the ordinary course of a banking business are not treated as passive assets.
Based on the 1995 Proposed Regulations, including those which are proposed to be effective for taxable years beginning after December 31, 1994 and our current operations, income, assets and certain estimates and projections (such as the relative values of our assets, including goodwill), we do not believe that we were a PFIC for our 2025 taxable year. However, there can be no assurance that the IRS will agree with our conclusion. Among other reasons, whether we were a PFIC in 2025 or will be a PFIC in any future taxable year is uncertain because: (i) the 1995 Proposed Regulations may not be finalized in their current form, (ii) PFIC status is determined on an annual basis at the end of each taxable year, and (iii) the composition of our income and assets and the market value of our assets (which may be determined, in part, by reference to the market price of our Class A ordinary shares, which could be volatile) may vary from time to time. The application of the 2021 Proposed Regulations is not entirely clear and, if we can no longer rely on the 1995 Proposed Regulations, and the 2021 Proposed Regulations are adopted in their current form, there can be no assurances that we will not be considered a PFIC for any taxable year. If we are a PFIC for any year during which a U.S. Holder holds Class A ordinary shares, we would generally continue to be treated as a PFIC with respect to such holder for all succeeding years during which such holder holds Class A ordinary shares, even if we ceased to meet the threshold requirements for PFIC status.
If we were a PFIC for any taxable year and any of our subsidiaries or other companies in which we owned or were treated as owning equity interests were also a PFIC (any such entity, a “Lower-tier PFIC”), a U.S. Holder would be deemed to own a proportionate amount (by value) of the shares of each Lower-tier PFIC and would be subject to U.S. federal income tax according to the rules described in the subsequent paragraph on (i) certain distributions to us by a Lower-tier PFIC and (ii) our disposition of shares of Lower-tier PFICs, in each case as if such holder held such shares directly, even though such holder may not have received the proceeds of those distributions or dispositions.
If we were a PFIC for any taxable year during which a U.S. Holder held Class A ordinary shares, absent making certain elections (as described below), such holder would generally be subject to adverse tax consequences. Generally, gain recognized upon a disposition (including, under certain circumstances, a pledge) of the Class A ordinary shares by such U.S. Holder would be allocated ratably over such U.S. Holder’s holding period for the Class A ordinary shares. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for that taxable year for individuals or corporations, as applicable, and an interest charge would be imposed on the resulting tax liability. Further, to the extent any distribution in respect of our Class A ordinary shares exceeded 125% of the average of the annual distributions on Class A ordinary shares received by the U.S. Holder during the preceding three years or its holding period, whichever was shorter, that distribution would be subject to taxation in the same manner as gain, described immediately above.
Alternatively, if we were a PFIC and if the Class A ordinary shares were “regularly traded” on a “qualified exchange,” a U.S. Holder would be eligible to make a mark-to-market election that would result in tax treatment different from the general tax treatment for PFICs described above. The Class A ordinary shares would be treated as “regularly traded” for any calendar year if more than a de minimis quantity of the Class A ordinary shares, as applicable, were traded on a qualified exchange on at least 15 days during each calendar quarter of such calendar year. The NYSE, on which the Class A ordinary shares are listed, is a qualified exchange for this purpose. A non-U.S. exchange is a “qualified exchange” if it is regulated by a governmental authority in the jurisdiction in which the exchange is located and with respect to which certain other requirements are met. The Internal Revenue Service has not identified specific non-U.S. exchanges that are “qualified” for this purpose. Once made, the election cannot be revoked without the consent of the IRS unless the Class A ordinary shares, if applicable, cease to be marketable.
If a U.S. Holder makes the mark-to-market election such holder will generally recognize as ordinary income any excess of the fair market value of such holder’s Class A ordinary shares at the end of each taxable year over their adjusted tax basis, and will recognize an ordinary loss in respect of any excess of the adjusted tax basis of the Class A ordinary shares over their fair market value at the end of the taxable year (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). If a U.S. Holder makes the election, such holder’s tax basis in their Class A ordinary shares will be adjusted to reflect these income or loss amounts. Any gain recognized on the sale or other disposition of Class A ordinary shares in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as an ordinary loss (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). This election will not apply to any of our non-U.S. subsidiaries. Accordingly, a U.S. Holder may continue to be subject to tax under the PFIC excess distribution regime with respect to any Lower-tier PFICs notwithstanding a mark-to-market election for the Class A ordinary shares.
We do not intend to prepare or provide the information necessary for a U.S. Holder to make a qualified electing fund election.
In addition, if we were a PFIC for the taxable year in which we paid a dividend or for the prior taxable year, the favorable tax rates applicable to long-term capital gains discussed above with respect to dividends paid to non-corporate U.S. Holders would not apply.
If a U.S. Holder owns Class A ordinary shares during any year in which we are a PFIC, such holder must generally file annual reports containing such information as the U.S. Treasury may require on IRS Form 8621 (or any successor form) with respect to us, generally with such holder’s federal income tax return for that year. A failure to file one or more of these forms as required may toll the running of the statute of limitations in respect of each of the U.S. Holder’s taxable years for which such form is required to be filed. As a result, the taxable years with respect to which the U.S. Holder fails to file the form may remain open to assessment by the IRS indefinitely, until the form is filed.
U.S. Holders should consult their tax advisors regarding the potential application of the PFIC rules, including whether the elections discussed above would be available and, if so, what the consequences of the alternative treatments would be in their particular circumstances.
Information Reporting and Backup Withholding
Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting, and may be subject to backup withholding, unless (i) the U.S. Holder is a corporation or other exempt recipient or (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that the U.S. Holder is not subject to backup withholding.
Backup withholding is not an additional tax. The amount of any backup withholding from a payment to the U.S. Holder will be allowed as a refund or credit against the U.S. Holder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.
Information with Respect to Foreign Financial Assets
Certain U.S. Holders who are individuals (and certain entities) may be required to report information on their U.S. federal income tax returns relating to an interest in our Class A ordinary shares, subject to certain exceptions (including an exception for Class A ordinary shares held in accounts maintained by certain U.S. financial institutions). U.S. Holders should consult their tax advisors regarding the effect, if any, of this requirement on their ownership and disposition of the Class A ordinary shares.
Brazilian Tax Considerations
The following summary contains a description of certain Brazilian tax considerations relating to the acquisition, ownership and disposition of our Class A ordinary shares by an investor that is not domiciled or resident in Brazil for Brazilian tax purposes, each a Non-Resident Holder.
The following is a general discussion and, therefore, it does not specifically address all of the tax considerations that may be relevant to a Non-Resident Holder’s decision to owning or disposing our Class A ordinary shares and it is not applicable to all categories of Non-Resident Holders, some of which may be subject to special tax rules not specifically addressed herein. This summary also does not address any tax consequences under the tax laws of any state or municipality of Brazil. The present description is based upon the tax laws of Brazil, in effect as of the date of this annual report, which are subject to change, possibly with retroactive effect and to differing interpretations. Any change in the applicable Brazilian laws and regulations may impact the consequences described below.
The tax consequences described below do not take into account tax treaties entered into by Brazil and other countries. Prospective purchasers of our shares shall consult their own tax advisors with respect to an investment in our shares in light of their particular circumstances.
Low or Nil Tax Jurisdictions
According to Law No 9,430, dated December 27, 1996, as amended, a Low or Nil Tax Jurisdiction is a country or location that (i) does not impose taxation on income, (ii) imposes income tax at a rate lower than 17%, or (iii) imposes restrictions on the disclosure of shareholding composition or investment ownership.
On June 24, 2008, Law No. 11,727 introduced the concept of a “privileged tax regime,” in connection with transactions subject to Brazilian transfer pricing rules and also applicable to thin capitalization/cross-border interest deductibility rules, which is broader than the concept of a Low or Nil Tax Jurisdiction. Pursuant to Law 11,727, and recent changes arising from the Law No. 14,596, dated June 14, 2023, a jurisdiction will be considered a Privileged Tax Regime if it (i) does not tax income or taxes it at a maximum rate lower than 17.0% (ii) grants tax benefits to non-resident entities or individuals (a) without the requirement that they carry out substantial economic activity in the country or dependency or (b) contingent on the non-exercise of substantial economic activity in the country or dependency; (iii) does not tax or that taxes income generated abroad at a maximum rate lower than 17.0%f or (iv) does not provide access to information related to shareholding composition, ownership of assets and rights or economic transactions carried out.
On June 4, 2010, the Brazilian Tax Authorities enacted Normative Ruling No. 1,037, as amended, listing (i) the countries and jurisdictions considered as Low or Nil Tax Jurisdictions and (ii) the locations considered Privileged Tax Regimes. Normative Ruling No. 1,037 has not been amended thus far to reflect the threshold changes previously mentioned.
Although, we believe that the best interpretation of Law No. 11,727/08 and Law 14,596 to be that the new concept of “privileged tax regime” would be applicable solely for purposes of transfer pricing and thin capitalization rules. However, we are unable to ascertain whether or not the privileged tax regime concept will be extended to the concept of Low or Nil Tax Jurisdiction, though the Brazilian tax authorities appear to agree with our position, in view of the provisions introduced by Normative Ruling No. 1,037, dated as of June 4, 2010, as amended, which presents two different lists (Low or Nil Tax Jurisdictions-taking into account the non-transparency rules-and privileged tax regimes).
Notwithstanding the above, we recommend that you consult your own tax advisors regarding the consequences of the implementation of Law No. 11,727, Normative Ruling No. 1,037 and of any related Brazilian tax law or regulation concerning Low or Nil Tax Jurisdictions or “privileged tax regimes.”
Law 14,596 introduced new concepts and practices for the governance of transfer pricing, aligned with OECD's guidelines, and the Brazilian Tax Authorities have been issuing relevant rulings. Compliance with such transfer pricing framework may impact Nu's tax liabilities.
Brazil has recently adopted Pillar II rules, specifically the Qualified Domestic Minimum Top-up Tax (QDMTT), through the enactment of Law No. 15,079/2024 in December 2024, which came into effect on January 1, 2025. The QDMTT establishes that a minimum corporate income tax rate of 15% must be paid in each jurisdiction where multinational groups operate. However, we do not expect that Brazilian Pillar II rules will impact Nu's overall tax burden.
Income Tax
Dividends and Income Tax Reform
Dividends arising from our Class A ordinary shares and paid by us should not be subject to taxation in Brazil when paid in favor of a Non-Resident Holder.
Interest on Shareholders’ Equity
Law No. 9,249, dated December 26, 1995, as amended, allows a Brazilian corporation, such as our subsidiaries in Brazil, to make distributions to shareholders of interest on shareholders’ equity as an alternative to carrying out dividends distributions and to treat those payments as a deductible expense for purposes of calculating Brazilian corporate income tax and social contribution on net profits provided that the limits described below are observed.
For tax purposes, this interest is limited to the daily pro rata variation of the Brazilian long-term interest rate, or “TJLP,” as determined by the Central Bank of Brazil from time to time, and the amount of the deduction may not exceed the greater of:
| ● | 50% of net profits (after deduction of social contribution on net profits before taking into account the provision for corporate income tax and the amounts attributable to shareholders as interest on net equity) for the period in respect to which the payment is made; or |
| ● | 50% of the sum of retained profits and profit reserves as of the year date of the beginning of the period in respect of which the payment is made. |
In December 2025, Brazil enacted the Complementary Law No. 224 increasing the withholding income tax rate on interest on shareholders’ equity from 15% to 17.5% for distributions made from January 2026 onwards.
VAT Tax Reform
On January 16, 2025, the Complementary Law No. 214 ("LC 214/25") was enacted to implement a new value-added tax system in Brazil, bringing significant changes on taxation of consumption. The underlying principle of the LC 214/25 is to avoid any increases in the consolidated tax burden resulting from the current Brazilian value added taxes, that is, Contribution to Social Integration Program (PIS), Contribution for Social Security Financing (COFINS), Industrialized Products Tax (IPI), State Tax on the Circulation of Goods and Services (ICMS) and Municipal Services Tax (ISS).
Such taxes will be gradually replaced by two new ones: the Federal Contribution on Goods and Services (CBS) and the State and Municipal Tax on Goods and Services (IBS). CBS will be effectively charged starting in 2027, with the consequent extinction of PIS/COFINS in the same year, whereas IBS will be charged gradually starting in 2029, with the consequent gradual extinction of ISS and ICMS between 2029 and 2033.
Nubank entities will be subject to CBS and IBS under the regular regime and under the specific regime applicable to financial services. The definitive CBS and IIBS rates for both regimes are still pending disclosure by the Brazilian Government. For further information, see “Risks Relating to Regulatory Matters and Litigation–Changes in tax laws, incentives, benefits and regulations may adversely affect our financial condition and results of operations.”.
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
H. Documents on Display
We are subject to the informational requirements of the Exchange Act. Accordingly, we are required to file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. You may inspect and copy the reports and other information to be filed with the SEC at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies of the materials may be obtained from the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates. The public may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC in the United States at 1-800-SEC-0330. In addition, the SEC maintains an internet website at http://www.sec.gov, from which you can electronically access this annual report and the registration statement of which it forms a part and its materials.
I. Subsidiary Information
Not applicable.
J. Annual Report to Security Holders
If we are required to provide an annual report to security holders in response to the requirements of Form 6-K, we will submit the annual report to security holders in electronic format in accordance with the EDGAR Filer Manual.
Item 11. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to different risks arising from our activities. Our risk monitoring adapts as new risks and threats emerge.
Market Risk
Market risk is the possibility of losses arising from changes in the market values of financial instruments, including the risk of changes in interest rates and stock prices for instruments classified in the trading book and the risk of changes in exchange rates and commodity prices for instruments classified in the trading book or banking book.
The interest rate of the banking book, or “IRRBB”, is the risk, current or prospective, of the impact of adverse interest rate movements on our capital and earnings, for instruments classified in the banking book.
The business areas, in the first line of defense, are responsible for managing market and IRRBB risks. There is a market and IRRBB risk control structure, independent of the business units (second line of defense), which is responsible for the processes and tools for measuring, monitoring, controlling and reporting market risk and IRRBB, continuously checking adherence to approved policies and limits.
All trades are classified into two books: the banking book and the trading book. We have a specific policy with criteria for classifying financial instruments in these two books. The trading book comprises instruments, including derivatives, held for trading purposes. The banking book is made up of other financial instruments.
Market and IRRBB risk management is based on metrics that are reported to the Asset Liability Management, or “ALM” the Capital Technical Forum, the Global Executive Risk Committee, and to the Audit and Risk Committee depending on the materiality.
Management is authorized to use financial instruments, as described in our internal policies for hedging market risk and exposures to IRRBB, based on the metrics and limits established and approved in accordance with our risk appetite statement, or “RAS.” Additionally, hedge accounting may or may not be used, in accordance with our internal policies, to align accounting treatment with management practice.
Our main market risk factors are interest rate risk and exchange rate risk of our activities in Brazil, where our main operations are located.
Interest Rate Risk
Interest rate risk arises from our daily activities: credit card, personal loans, cash management and sources of funding. This risk is mitigated with our use of derivative instruments.
The tables below show the sensitivities in the fair values of the financial instruments (assets, liabilities and derivatives), in three different scenarios:
1) A standard 1 basis point (0.01% per year) shock in each curve to which we have exposure (BRL, COL and MXN risk free rate, BRL inflation rate, USD risk free rate). These shocks are known as DV01 sensitivities.
2) A specific 200 basis points (2.00% per year) shock in the USD risk free rate;
3) A specific 400 basis points (4.00% per year) shock in the BRL risk free rate, MXN risk free rate, COL risk free rate and TUR risk free rate.
These shocks correspond to the standardized BIS scenarios for the IRRBB (interest rate risk in the banking book) and the sensitivity results are symmetrical under both upward and downward interest rate scenarios.
Financial instruments have their fair values calculated under current conditions and also in each one of the two scenarios described. The sensitivity value is the difference between the fair value in each scenario and the fair value under normal market conditions. Positive values represent gains and negative values represent losses in fair values.
The sensitivity analysis as of December 31, 2025 are set forth below:
Scenario 1: Sensitivities to 1 basis point (0.01%) shock, in thousands of dollars
| Tenor | Mexican risk-free curve | Colombia risk-free curve | US risk-free curve | Brazilian risk-free curve | Turkish risk-free curve |
| 0 to 6 Months | (35) | (42) | (40) | (106) | (3) |
| 7 Months to 12 Months | (5) | (32) | 38 | (182) | (10) |
| 1 year to 2 years | (2) | (45) | (19) | (219) | (73) |
| 2 years to 3 years | (0) | (53) | (12) | (82) | (61) |
| 3 years to 4 years | (0) | (67) | 0 | (91) | 0 |
| 4 years to 5 years | (0) | (0) | 0 | (41) | 0 |
| More than 5 Years | 0 | (16) | 0 | (46) | 0 |
| Total | (42) | (257) | (33) | (766) | (147) |
Scenario 2: Sensitivities to 200 basis points (2.00%) shocks, in thousands of dollars
| Tenor | US risk-free curve |
| 0 to 6 Months | (7,996) |
| 7 Months to 12 Months | 7,600 |
| 1 year to 2 years | (3,811) |
| 2 years to 3 years | (2,400) |
| 3 years to 4 years | 0 |
| 4 years to 5 years | 0 |
| More than 5 Years | 0 |
| Total | (6,607) |
Scenario 3: Sensitivities to 400 basis points (4.00%) shocks, in thousands of dollars
| Tenor | Mexican risk-free curve | Colombia risk-free curve | Brazilian risk-free curve | Turkish risk-free curve |
| 0 to 6 Months | (13,980) | (16,905) | (42,244) | (1,073) |
| 7 Months to 12 Months | (1,953) | (12,901) | (72,643) | (4,130) |
| 1 year to 2 years | (624) | (18,050) | (87,505) | (29,285) |
| 2 years to 3 years | (67) | (21,347) | (32,666) | (24,217) |
| 3 years to 4 years | (28) | (26,870) | (36,355) | 0 |
| 4 years to 5 years | (1) | (26) | (16,308) | 0 |
| More than 5 Years | 0 | (6,516) | (18,546) | 0 |
| Total | (16,653) | (102,615) | (306,267) | (58,704) |
Foreign Exchange Rate Risk
Our functional currency is the U.S. dollar. The functional currency of our subsidiaries is generally the currency of the country in which they are located. As of December 31, 2025 none of the entities in our corporate structure had significant financial exposures in a currency other than their respective functional currencies.
We decided not to hedge our foreign exchange exposure originated by our investments in Brazil, Colombia and Mexico. As a result, our financial statements may present significant gains or losses in other comprehensive income due to translation of the financial statements of the subsidiaries due to the relevance of these operations compared to our own operations.
The table below shows possible impacts on the value of these investments. It considers a shock of 17.8% in the U.S. dollar/Brazilian reais exchange rate. This shock was calculated using the 90th percentile of the distribution of annual returns, considering a five-year window. For other exchange rates, a 10% standardized shock was used.
| Subsidiary | Country | Net Equity |
| As of December 31, 2025 | Shock (%) | Change ( USD) |
| | | (in US$ thousands) | (In percentage) | (in US$ thousands) |
| Nu México | Mexico | 661,252 | 10% | 66,125 |
| Nu Colombia | Colombia | 252,600 | 10% | 25,260 |
| Olivia IP | Brazil | 14,380 | 17.8% | 2,560 |
| FIP | Brazil | 7,695,381 | 17.8% | 1,369,778 |
| Nu Tecnologia | Uruguay | 4,358 | 10% | 436 |
| Nuplat | Uruguay | 7,544 | 10% | 754 |
| Nu Uruguay Investments | Uruguay | 107,262 | 10% | 10,726 |
| Nu North America (NuNA) | US | 273,244 | 10% | 27,324 |
| Total | | 9,082,370 | | 1,509,598 |
The major foreign exchange exposure is originated by our investments in the Brazilian subsidiaries, presented above as FIP – Brazil. Our Brazilian subsidiaries have operating costs in Brazilian reais, U.S. dollars and in Euros. The costs incurred in reais are not hedged by the subsidiaries nor by Nu Holdings. However, certain costs in other currencies, e.g. U.S. dollars and Euros, or intercompany loans in U.S. dollars may be hedged by our Brazilian subsidiaries with futures contracts, traded on the B3 exchange, at the beginning of each fiscal year, based on the then-existing projections of these costs, or when there is new exposure. Hedge transactions are unwound as costs and loans are paid, and recalibrated when our internal cost projections change. As a result, the financial statements of our subsidiaries have minor exposures to currencies different to their functional currencies after taking effect of the hedge transactions.
Credit Risk
We define credit risk mainly, as:
| ● | The possibility of losses associated with the failure by a counterparty to meet contractual obligations in a financial transaction, including but not limited to derivative financial instruments; |
| ● | The possibility of losses associated with the failure of a signatory to loan operations to meet the financial obligations under the contractually agreed terms; |
| ● | The possibility of depreciation or reduction in financial instruments expected earnings due to observed credit quality deterioration of a signatory to loan operations; and |
| ● | The possibility of incurring any recovery cost related to the credit quality deterioration of a loan signatory or counterparty, such as disbursement to honor warranties, co-obligations and credit commitments or any forbearance cost of a financial instrument. |
Our credit management structure is independent from the business units and provides processes and tools to identify, quantify, control, monitor and report the credit risk from all products, continuously verifying their adherence to the approved policies and risk appetite structure. Our credit risk management also assesses and monitors the impacts of potential changes in the economic environment in our credit portfolio to ensure that it is resilient to economic downturns.
We believe that our credit decision-making complies with our high governance standards, as decisions are taken following specific requirements according to their materiality and credit risk profile. Credit decisions approvals take place in committees, technical forums, and the designated decision forums, with the involvement of the first and second lines of defense. For the decision-making process, information from historical performance is presented and discussed along with the use of predictive models that analyze and score existing and potential customers based on their profitability and credit risk profile.
We use customers’ internal information, statistical models, external data, and other quantitative analyses to determine the risk profile of each customer in the portfolio. The information collected is used to manage the portfolio credit risk and to measure expected credit loss with periodical assessment of changes in the provision amounts. For more information on our methodology to measure credit allowances, see note 4 to our audited consolidated financial statements.
Regarding past due customers, their payment behavior is continuously tracked and monitored in order to improve policies and approaches to collect debt. Our collection strategies and policies depend on customer profiles and model scores and they aim to maximize the recovery amounts.
Liquidity Risk
We define liquidity risk as the possibility that we will not be able to:
| - | efficiently meet our expected and unexpected, current and future obligations without affecting our daily operations and without incurring significant losses; |
| - | negotiate a position at market price, due to its large size in relation to the volume normally transacted or due to some discontinuity in the market. |
Liquidity Risk is managed by the business areas in the first line of defense. The Market and Liquidity Risk area is independent from the business areas and is responsible for controlling liquidity risk, through the calculation and daily reporting of the metrics used to the business areas, as well as the assessment of the limits established for these metrics, in line with our risk appetite. Metrics are also reported to the Asset Liability Management and Capital Technical Forum, the Global Executive Risk Committee, and to the Audit and Risk Committee. The Audit and Risk Committee is responsible for defining the Liquidity Risk appetite.
The liquidity risk management framework uses data from future cash flows, applying a severe stress scenario to these cash flows, in order to ensure that the volume of high quality liquid assets we hold is sufficient to guarantee our resilience even in very adverse situations.
We have a Liquidity Contingency Plan, or “LCP,” which establishes responsibilities, procedures and action plans to face situations of liquidity crisis. The action plans described in the LCP are aimed at restoring liquidity indicators to adequate levels.
Operational Risk
We define operational risk as the possibility of losses resulting from external events or failure, weakness or inadequacy of internal processes, people, or systems. It includes legal risk associated with the lack or deficiency in contracts, our failure to comply with applicable legal provisions and indemnities for damages to third parties arising from our activities.
We have an operational risk and internal controls structure, which is responsible for the identification and assessment of operational risks, as well as the evaluation of the design and effectiveness of our internal controls structure. This structure is also responsible for the preparation and periodic testing of our business continuity plan and for coordinating the risk assessment in new product launches and significant changes in existing processes.
As part of our first line of defense and within our risk management process, each business area has mechanisms for identifying, measuring, evaluating, monitoring, and reporting operational risk events, as well as disseminating the control culture to other collaborators internally. Material risk assessments are presented to our operational risk and internal controls technical forum, as well as to our Global Executive Risk Committee, and to the Audit and Risk Committee. Applicable improvement recommendations are expected to become action plans including deadlines and responsibilities. Our first line of defense teams have the main responsibility for the development and implementation of controls to mitigate operational risks.
Information Technology Risk
We define Information Technology Risk, or IT risk, as the potential adverse effects arising from a variety of threats targeting our IT infrastructure. These threats encompass cybersecurity threats, data management issues, underperformance of our infrastructure, among others. Operating within a dynamic and challenging cyber threat landscape, we are committed to proactively investing in advanced controls and innovative technologies to safeguard against these risks.
Recognizing the critical nature of IT risks, including cybersecurity, we have instituted a dedicated IT risk management team, which functions as part of our second line of defense. This team operates independently from other IT-related functions to maintain objectivity and enhance oversight. The IT risk team is tasked with the identification, assessment, measurement, monitoring, control, and reporting of IT risks, all aligned with the risk appetite levels set and approved by our Board of Directors. For more information on our cybersecurity risk management efforts, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Intellectual Property, Privacy and Cybersecurity— Unauthorized disclosure of, improper access to, or destruction or modification of data through cybersecurity breaches, computer viruses or otherwise, or disruptions to our systems or services, could expose us to liability, protracted and costly litigation and damage our reputation,” “Item 4. Information on the Company—Business Overview—Cybersecurity Efforts,” and “Item 16K. Cybersecurity—Cybersecurity Risk Management.”
We continuously evaluate our exposure to risks and their potential impact on our business operations and customer base. Our ongoing efforts focus on enhancing our IT and cybersecurity capabilities and strengthening control measures. Additionally, we emphasize cultivating awareness among our employees and third-party partners regarding preventative strategies and incident reporting protocols. People are an integral component of our security framework, and their active participation is vital to our defensive strategy.
The outcomes of our IT risk evaluations and control assessments are routinely deliberated in our Non Financial Risk Technical Forum that takes place every two months, with findings and recommendations presented to the Global Executive Risk Committee and reported to our Audit and Risk Committee. We ensure that any identified areas for improvement are translated into actionable plans with clearly defined deadlines and responsibilities to drive accountability and progress.
Capital Management
The purpose of capital management is to estimate and monitor our capital requirements based on our growth projections, risk exposure and tolerance levels, market movements and other relevant information, considering both regulatory requirements and our capital risk tolerance levels. Also, our capital management structure is responsible for identifying sources of capital, designing and submitting for approval our capital plans, as well as tracking the regulatory capital ratios across our regulated entities.
At the executive level, our ALM technical forum is responsible for approving risk assessment and capital calculation methodologies, as well as reviewing, monitoring, and recommending capital-related action plans to the Global Executive Risk Committee and to our Audit and Risk Committee.
Regulatory Capital
Nu Pagamentos, our 100%-owned indirect subsidiary organized in Brazil, is regulated and authorized to operate by the Central Bank of Brazil.
Nu Prudential Conglomerate in Brazil
As a regulated payment institution, the subsidiary Nu Pagamentos, together with its consolidated subsidiaries, or collectively the “Nu Prudential Conglomerate” is required to comply with the capital requirements set forth on Brazilian Central Bank Resolutions 198, 199, 200, 201, 202 and 436 for conglomerates type 3 (Payment Institution-led). The minimum capital adequacy ratio required for this type of institution (capital adequacy ratio or “CAR”) in 2025 is 10.5% of their total risk weighted assets or “RWAs”.
As of December 31, 2025, the capital position of the Nu Pagamentos Prudential Conglomerate was of US$ 5.2 billion (R$ 28.4 billion), resulting in a CAR of 16.6%, significantly higher than its requirement of 10.5%.
Nu Mexico
In September 2021, Nu acquired Nu Mexico Financiera, S.A. de C.V., S.F.P., formerly Akala, S.A. de C.V., or “Akala,” a Sofipo regulated by the CNBV. The regulatory capital requirements for this entity are defined by the NICAP metric (capitalization level or “nivel de capitalización”) set by the CNBV, which is comparable to the Basel Ratio methodology.
In December 2022, Nu Mexico Financiera received the formal approval from the CNBV to execute the migration of its credit card portfolio. A capital injection of over US$600 million was made in the regulated entity along with the credit card portfolio migration to support the transferred Risk Weighted Assets, or “RWA.” The whole Mexican operation was executed henceforth in the regulated entity.
As of December 31, 2025, the regulatory capital for Nu Mexico Financiera was equivalent to US$402 million, resulting in a capital ratio of 15.4%, with 10.5% being the minimum required.
Nu Colombia
Nu Colombia requested the licencia de compañía de financiamiento, a license from the SFC (Superintendencia Financiera de Colombia) which allows it to offer several consumer credit and deposit products. In August 2022, the SFC granted the incorporation license for Nu Colombia Compañía de Financiamiento S.A. (Nu CF), and by the end of October 2022 the incorporation was completed. In January 2024 Nu CF obtained the operational license and started its operation in March 2024. Nu CF is required to comply with the capital ratio defined in the solvency margin law or Ley de margen de solvencia on a monthly basis.
In November 2024, a merger occurred between Nu SA and Nu CF. Prior to the merger, Nu SA managed the entire credit card portfolio, while Nu CF oversaw the savings account portfolio. Following the merger, Nu CF became the sole prevailing entity, absorbing the assets, liabilities and capital of Nu SA.
As of December 31, 2025, the regulatory capital for Nu Compañía de Financiamiento was equivalent to US$132 million, resulting in a capital ratio of 16.9%, with 10.5% being the minimum required.
Managerial Capital Ratios
In addition to complying with the minimum capital requirements of the different jurisdictions in which we operate, we also aim to maintain a significant balance of cash at Nu Holdings, a balance that we may potentially use to capitalize any of our subsidiaries, if and when needed. As such, for managerial purposes, we consider the cash that we have at Nu Holdings as part of our managerial regulatory capital.
The combined minimum capital requirement for Nu Pagamentos Conglomerate, Nu Mexico Financiera and Nu Compañía de Financiamiento was equivalent to approximately US$3.6 billion as of December 31, 2025. Our managerial regulatory capital, including (i) the capital position we had at the level of our regulated entities plus our cash position at Nu Holdings amounted to a capital position of approximately US$8.9 billion as of December 31, 2025. This managerial capital base was equivalent to approximately 2.5x of our minimum required capital.
For additional information regarding the capital requirements to which we are subject under Central Bank Resolution 200/22, as amended, see “Item 4. Information on the Company—B. Business Overview— Regulatory Overview—Brazil—Prudential and Capital Requirements” .”
Item 12. Description of Securities Other Than Equity Securities
A. Debt Securities
Not applicable.
B. Warrants and Rights
Not applicable.
C. Other Securities
Not applicable.
D. American Depositary Shares
Not applicable.
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
A. Defaults
No matters to report.
B. Arrears and Delinquencies
No matters to report.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
A. Material Modifications to Instruments
Not applicable.
B. Material Modifications to Rights
Not applicable.
C. Withdrawal or Substitution of Assets
Not applicable.
D. Change in Trustees or Paying Agents
Not applicable.
E. Use of Proceeds
Not applicable.
Item 15. Controls and Procedures
A. Disclosure Controls and Procedures
We have evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of December 31, 2025. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to provide reasonable assurance that the information we are required to disclose in the reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management to allow timely decisions regarding required disclosures.
B. Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of, our chief executive officer and chief financial officer and effected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatement. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making its assessment of internal control over financial reporting, management used the criteria described in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on this assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2025.
Additionally, as stated in its report, our internal control over financial reporting as of December 31, 2025 has been audited by KPMG Auditores Independentes Ltda, an independent registered public accounting firm.
C. Attestation Report of the Registered Public Accounting Firm
Our independent registered public accounting firm, KPMG Auditores Independentes Ltda., has audited the effectiveness of our internal control over financial reporting, as stated in their report as of December 31, 2025, which is included herein.
D. Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 16. [RESERVED]
ITEM 16A. Audit Committee Financial Expert
Our board of directors has determined that Rogério Paulo Calderón Peres is an audit committee financial expert, as that term is defined by the SEC, and he meets the requirements for independence under the listing standards of the NYSE and SEC rules and regulations.
ITEM 16B. Code of Ethics
We have adopted a Code of Conduct and a Whistleblower Policy that apply to all of our employees, interns, as well as our officers and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. The full text of our Code of Conduct is currently posted on the investor relations website (www.investors.nu). Information contained on, or that can be accessed through, our website is not part of, or incorporated by reference into, this 20-F, and inclusions of our website address in this 20-F are inactive textual references provided only for your informational reference.
Our Code of Conduct is designed to prevent misconduct and to promote: (i) honest and ethical conduct, including addressing real or perceived conflicts of interest; (ii) transparent and fair experience and results for our clients and the markets in which we operate; (iii) complete, fair, accurate, timely and understandable disclosure in reports and documents that we file or submit to government authorities and regulatory bodies (including, but not limited to, the relevant central banks and securities and exchange commissions) and in other public communications that we make; (iv) compliance with applicable laws, rules and regulations; (v) the prompt internal reporting of violations of the Code of Conduct through the Whistleblowing Channel and (vi) accountability for noncompliance with the Code of Conduct.
Our Global Whistleblower Policy was developed as a complement to the Code of Conduct in order to (i) provide guidelines regarding the whistleblower channel, under the Integrity Program; (ii) encourage the prompt reporting of any suspected violation; (iii) undertake to investigate any good faith report of violations; and (iv) inform our employees, directors, independent directors, apprentices, interns, officers and interested parties about their right to report.
We have adopted a Corporate Governance Policy, Insider Trading Policy, Environmental, Social and Governance Policy, Privacy Policy, Disclosure Policy, Compensation Clawback Policy and Pre-Approval Policies and Procedures for Audit and Non-Audit Services, that apply to all of our employees, officers and directors and posted the full text of such policies on the governance section of our website, www.investidores.nu/en/. Information contained on, or that can be accessed through, our website is not part of, or incorporated by reference into, this 20-F, and inclusions of our website address in this 20-F are inactive textual references provided only for your informational reference. We intend to disclose future amendments to our policies on our website or in public filings. The information on our website is not incorporated by reference into this annual report on Form 20-F, and you should not consider information contained on our website to be a part of this annual report on Form 20-F.
ITEM 16C. Principal Accountant Fees and Services
The following table sets forth the fees billed to us by our independent registered public accounting firm during the years ended December 31, 2025 and 2024. Our independent registered public accounting firm was KPMG Auditores Independentes Ltda. (“KPMG”) for the years ended December 31, 2025 and 2024.
| | 2025 | 2024 |
| | (in thousands of dollars) |
| Audit fees | 2,923.2 | 1,928.3 |
| Audit-related fees | 118.4 | 48.6 |
| Tax fees | 9.1 | 5.2 |
| All other fees | 99.3 | 6.5 |
| Total | 3,150.0 | 1,988.6 |
Audit Fees
Audit fees are fees billed for professional services rendered by the principal accountant for the audit of the registrant’s annual combined financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. It includes the audit of our financial statements, interim reviews and other services that generally only the independent accountant reasonably can provide, such as comfort letters, statutory audits, consents and assistance and review of documents filed with the SEC.
Audit-Related Fees
Audit-related fees are fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and not reported under the previous category. These services would include, among others: accounting consultations and audits in connection with acquisitions, internal control reviews, attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.
Tax Fees
Tax fees are fees billed for professional services for tax compliance, tax advice and tax planning.
All Other Fees
All other fees are fees billed for assurance services related to environmental, social and governance and sustainability assurance services.
Audit Committee Pre-Approval Policies and Procedures
In accordance with the requirements of the U.S. Sarbanes-Oxley Act of 2002 and rules issued by the SEC, we introduced a procedure for the review and pre-approval of any services performed by our independent registered public accounting firm, including audit services, audit-related services, tax services and other services. The procedure requires that all proposed engagements of our independent registered public accounting firm for audit and permitted non-audit services are submitted for pre-approval of the Audit and Risk Committee.
Our Audit and Risk Committee Pre-Approval Policies and Procedures for Audit and Non-Audit Services is posted on the governance section of our website, www.investidores.nu/en/. We intend to disclose future amendments to our policy, on our website or in public filings. The information on our website is not incorporated by reference into this annual report on Form 20-F, and you should not consider information contained on our website to be a part of this annual report on Form 20-F.
ITEM 16D. Exemptions from the Listing Standards for Audit Committees
See “Item 16G. Corporate Governance—Foreign Private Issuer Status.”
ITEM 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
ITEM 16F. Change in Registrant’s Certifying Accountant
None.
ITEM 16G. Corporate Governance
Foreign Private Issuer Status
NYSE listing rules include certain accommodations in the corporate governance requirements that allow foreign private issuers, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards of the NYSE, except that we are required (a) to have an audit committee or audit board that meets certain requirements, pursuant to an exemption available to foreign private issuers; (b) to provide prompt certification by our chief executive officer of any material noncompliance with any corporate governance rules; and (c) to provide a brief description of the significant differences between our corporate governance practices and the NYSE corporate governance practices required to be followed by U.S. listed companies.
We currently follow Cayman Islands corporate governance practices in lieu of the corporate governance requirements of the NYSE in respect of the following:
| ● | the majority independent director requirement under Section 303A.01 of the NYSE listing rules; |
| ● | the requirement under Section 303A.05 of the NYSE listing rules that a compensation committee composed solely of independent directors governed by a compensation committee charter oversee executive compensation; |
| ● | the requirement under Section 303A.04 of the NYSE listing rules that director nominees be selected or recommended for selection by either a majority of the independent directors or a nominations committee composed solely of independent directors; |
| ● | the requirement under Section 303A.08 of the NYSE listing rules that a listed issuer obtain shareholder approval when it establishes or materially amends a share option or purchase plan or other arrangement pursuant to which shares may be acquired by officers, directors, employees or consultants; |
| ● | the requirement under Section 312.03 of the NYSE listing rules that a listed issuer obtain shareholder approval prior to issuing or selling securities (or securities convertible into or exercisable for common or ordinary shares) that equal 20% or more of the issuer’s outstanding common or ordinary shares or voting power prior to such issuance or sale; and |
| ● | the requirement under Section 303A.03 of the NYSE listing rules that the independent directors have regularly scheduled meetings with only the independent directors present. |
Cayman Islands law does not impose a requirement that the board consist of a majority of independent directors or that such independent directors meet regularly without other members present. Nor does Cayman Islands law impose specific requirements on the establishment of a compensation committee or nominating committee or nominating process.
Principal Differences between Cayman Islands and U.S. Corporate Law
The Companies Act was modeled originally on similar laws in England and Wales but does not follow subsequent statutory enactments in England and Wales. In addition, the Companies Act differs from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.
Cayman Islands Company Law
We are a Cayman Islands exempted company incorporated with limited liability. We were incorporated as Nu Holdings Ltd. on February 26, 2016, subject to the Cayman Companies Act. Certain provisions of Cayman Islands company law are set out below but this section does not purport to contain all applicable qualifications and exceptions or to be a complete review of all matters of the Cayman Companies Act and taxation, which may differ from equivalent provisions in jurisdictions with which interested parties may be more familiar.
Protection of Non-controlling Shareholders and Shareholders’ Suits
The Grand Court of the Cayman Islands may, on the application of shareholders holding not less than one fifth of our shares in issue, appoint an inspector to examine our affairs and report thereon in a manner as the Grand Court shall direct.
Subject to the provisions of the Cayman Companies Act, any shareholder may petition the Grand Court which may make a winding-up order, if the court is of the opinion that this winding up is just and equitable.
Notwithstanding the U.S. securities laws and regulations that are applicable to us, general corporate claims against us by our shareholders must, as a general rule, be based on the general laws of contract or tort applicable in the Cayman Islands or their individual rights as shareholders as established by our Memorandum and Articles of Association.
The Cayman Islands courts ordinarily would be expected to follow English case law precedents, which permit a minority shareholder to commence a representative action against us, or derivative actions in our name, to challenge (1) an act which is ultra vires or illegal, (2) an act which constitutes a fraud against the minority and the wrongdoers themselves control us, and (3) an irregularity in the passing of a resolution that requires a qualified (or special) majority.
Exempted Company
We are an exempted company with limited liability under the Cayman Companies Act. The Cayman Companies Act distinguishes between ordinary resident companies and exempted companies. Where the proposed activities of a company are to be carried out mainly outside of the Cayman Islands, the registrant can apply for registration as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:
| ● | an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies; |
| ● | an exempted company’s register of shareholders is not open to inspection; |
| ● | an exempted company does not have to hold an annual general meeting; |
| ● | an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance); |
| ● | an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; |
| ● | an exempted company may register as a limited duration company; |
| ● | an exempted company may register as a segregated portfolio company; and |
| ● | an exempted company may register as a special economic zone company. |
We are subject to reporting and other informational requirements of the Exchange Act, as applicable to foreign private issuers.
“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
Company Operations
An exempted company such as us must conduct its operations mainly outside the Cayman Islands. An exempted company is also required to file an annual return each year with the Registrar of Companies of the Cayman Islands and pay a fee which is based on the amount of its authorized share capital.
Share Capital
Under Cayman Companies Act, a Cayman Islands company may issue ordinary, preference or redeemable shares or any combination thereof. Where a company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount or value of the premiums on those shares shall be transferred to an account, to be called the share premium account. At the option of a company, these provisions may not apply to premiums on shares of that company allotted pursuant to any arrangements in consideration of the acquisition or cancellation of shares in any other company and issued at a premium. The share premium account may be applied by the company subject to the provisions, if any, of its memorandum and articles of association, in such manner as the company may from time to time determine including, but without limitation, the following:
| ● | paying distributions or dividends to members; |
| ● | paying up unissued shares of the company to be issued to members as fully paid bonus shares; |
| ● | any manner provided in section 37 of the Cayman Companies Act; |
| ● | writing off the preliminary expenses of the company; and |
| ● | writing off the expenses of, or the commission paid or discount allowed on, any issue of shares or debentures of the company. |
Notwithstanding the foregoing, no distribution or dividend may be paid to members out of the share premium account unless, immediately following the date on which the distribution or dividend is proposed to be paid, the company will be able to pay its debts as they fall due in the ordinary course of business.
Subject to confirmation by the court, a company limited by shares or a company limited by guarantee and having a share capital may, if authorized to do so by its articles of association, by special resolution reduce its share capital in any way.
Financial Assistance to Purchase Shares of a Company or its Holding Company
There are no statutory prohibitions in the Cayman Islands on the granting of financial assistance by a company to another person for the purchase of, or subscription for, its own, its holding company’s or a subsidiary’s shares. Therefore, a company may provide financial assistance provided the directors of the company, when proposing to grant such financial assistance, discharge their duties of care and act in good faith, for a proper purpose and in the interests of the company. Such assistance should be on an arm’s-length basis.
Purchase of Shares and Warrants by a Company and its Subsidiaries
A company limited by shares or a company limited by guarantee and having a share capital may, if so authorized by its articles of association, issue shares which are to be redeemed or are liable to be redeemed at the option of the company or a member and, for the avoidance of doubt, it shall be lawful for the rights attaching to any shares to be varied, subject to the provisions of the company’s articles of association, so as to provide that such shares are to be or are liable to be so redeemed. In addition, such a company may, if authorized to do so by its articles of association, purchase its own shares, including any redeemable shares; an ordinary resolution of the company approving the manner and terms of the purchase will be required if the articles of association do not authorize the manner and terms of such purchase. A company may not redeem or purchase its shares unless they are fully paid. Furthermore, a company may not redeem or purchase any of its shares if, as a result of the redemption or purchase, there would no longer be any issued shares of the company other than shares held as treasury shares. In addition, a payment out of capital by a company for the redemption or purchase of its own shares is not lawful unless, immediately following the date on which the payment is proposed to be made, the company shall be able to pay its debts as they fall due in the ordinary course of business.
Shares that have been purchased or redeemed by a company or surrendered to the company shall not be treated as canceled but shall be classified as treasury shares if held in compliance with the requirements of Section 37A(1) of the Cayman Companies Act. Any such shares shall continue to be classified as treasury shares until such shares are either canceled or transferred pursuant to the Cayman Companies Act.
A Cayman Islands company may be able to purchase its own warrants subject to and in accordance with the terms and conditions of the relevant warrant instrument or certificate. Thus there is no requirement under Cayman Islands law that a company’s memorandum or articles of association contain a specific provision enabling such purchases. The directors of a company may under the general power contained in its memorandum of association be able to buy, sell and deal in personal property of all kinds.
A subsidiary may hold shares in its holding company and, in certain circumstances, may acquire such shares.
Dividends and Distributions
Subject to a cash-flow solvency test, as prescribed in the Cayman Companies Act, and the provisions, if any, of the company’s memorandum and articles of association, a company may pay dividends and distributions out of its share premium account. In addition, based upon English case law which is likely to be persuasive in the Cayman Islands, dividends may be paid out of profits.
For so long as a company holds treasury shares, no dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the company’s assets (including any distribution of assets to members on a winding up) may be made, in respect of a treasury share.
Disposal of Assets
There are no specific restrictions on the power of directors to dispose of assets of a company, however, the directors are expected to exercise certain duties of care, diligence and skill to the standard that a reasonably prudent person would exercise in comparable circumstances, in addition to fiduciary duties to act in good faith, for proper purpose and in the best interests of the company under English common law (which the Cayman Islands courts will ordinarily follow).
Accounting and Auditing Requirements
A company must cause proper records of accounts to be kept with respect to: (i) all sums of money received and expended by it; (ii) all sales and purchases of goods by it; and (iii) its assets and liabilities.
Proper books of account shall not be deemed to be kept if they are not kept such books as are necessary to give a true and fair view of the state of the company’s affairs and to explain its transactions.
If a company keeps its books of account at any place other than at its registered office or any other place within the Cayman Islands, it shall, upon service of an order or notice by the Tax Information Authority pursuant to the Tax Information Authority Law (Revised) of the Cayman Islands, make available, in electronic form or any other medium, at its registered office copies of its books of account, or any part or parts thereof, as are specified in such order or notice.
Exchange Control
There are no exchange control regulations or currency restrictions in effect in the Cayman Islands.
Stamp Duty on Transfers
No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies save for those which hold interests in land in the Cayman Islands.
Inspection of Corporate Records
The members of a company have no general right to inspect or obtain copies of the register of members or corporate records of the company. They will, however, have such rights as may be set out in the company’s articles of association.
Register of Members
A Cayman Islands exempted company may maintain its principal register of members and any branch registers in any country or territory, whether within or outside the Cayman Islands, as the company may determine from time to time. There is no requirement for an exempted company to make any returns of members to the Registrar of Companies in the Cayman Islands. The names and addresses of the members are, accordingly, not a matter of public record and are not available for public inspection. However, an exempted company shall make available at its registered office, in electronic form or any other medium, such register of members, including any branch register of member, as may be required of it upon service of an order or notice by the Tax Information Authority pursuant to the Tax Information Authority Act (As Revised) of the Cayman Islands.
Register of Directors and Officers
Pursuant to the Cayman Companies Act, a company is required to maintain at its registered office a register of directors, alternate directors and officers which is not available for inspection by the public. A copy of such register must be filed with the Registrar of Companies in the Cayman Islands and any change must be notified to the Registrar within 30 days of any change in such directors or officers, including a change of the name of such directors or officers.
Winding Up
A Cayman Islands company may be wound up by: (i) an order of the court; (ii) voluntarily by its members; or (iii) under the supervision of the court.
The court has authority to order winding up in a number of specified circumstances including where, in the opinion of the court, it is just and equitable that such a company be so wound up.
A voluntary winding up of a company (other than a limited duration company, for which specific rules apply) occurs where the company resolves by special resolution that it be wound up voluntarily or where the company in general meeting resolves that it be wound up voluntarily because it is unable to pay its debt as they fall due. In the case of a voluntary winding up, the company is obliged to cease to carry on its business from the commencement of its winding up except so far as it may be beneficial for its winding up. Upon appointment of a voluntary liquidator, all the powers of the directors cease, except so far as the company in general meeting or the liquidator sanctions their continuance.
In the case of a members’ voluntary winding up of a company, one or more liquidators are appointed for the purpose of winding up the affairs of the company and distributing its assets.
As soon as the affairs of a company are fully wound up, the liquidator must make a report and an account of the winding up, showing how the winding up has been conducted and the property of the company disposed of, and call a general meeting of the company for the purposes of laying before it the account and giving an explanation of that account.
When a resolution has been passed by a company to wind up voluntarily, the liquidator or any contributory or creditor may apply to the court for an order for the continuation of the winding up under the supervision of the court, on the grounds that: (i) the company is or is likely to become insolvent; or (ii) the supervision of the court will facilitate a more effective, economic or expeditious liquidation of the company in the interests of the contributories and creditors. A supervision order takes effect for all purposes as if it was an order that the company be wound up by the court except that a commenced voluntary winding up and the prior actions of the voluntary liquidator shall be valid and binding upon the company and its official liquidator.
For the purpose of conducting the proceedings in winding up a company and assisting the court, one or more persons may be appointed to be called an official liquidator(s). The court may appoint to such office such person or persons, either provisionally or otherwise, as it thinks fit, and if more than one person is appointed to such office, the court shall declare whether any act required or authorized to be done by the official liquidator is to be done by all or any one or more of such persons. The court may also determine whether any and what security is to be given by an official liquidator on his or her appointment; if no official liquidator is appointed, or during any vacancy in such office, all the property of the company shall be in the custody of the court.
Reconstructions
Reconstructions and amalgamations may be approved by a majority in number representing 75% in value of the members or creditors, depending on the circumstances, as are present at a meeting called for such purpose and thereafter sanctioned by the courts. While a dissenting member has the right to express to the court his or her view that the transaction for which approval is being sought would not provide the members with a fair value for their shares, the courts are unlikely to disapprove the transaction on that ground alone in the absence of evidence of fraud or bad faith on behalf of management, and if the transaction were approved and consummated the dissenting member would have no rights comparable to the appraisal rights (that is, the right to receive payment in cash for the judicially determined value of their shares) ordinarily available, for example, to dissenting members of a United States corporation.
The Cayman Islands Economic Substance Law
The Cayman Islands enacted the International Tax Co-operation (Economic Substance) Act (As Revised), or the “Cayman Economic Substance Act” together with related Guidance Notes and Regulations. We are required to comply with the economic substance requirements and file annual reports in the Cayman Islands as to whether or not they are carrying out such relevant activities and if they are, they must satisfy an economic substance test.
Takeovers
Where an offer is made by a company for the shares of another company and, within four months of the offer, the holders of not less than 90% of the shares which are the subject of the offer accept, the offeror may, at any time within two months after the expiration of that four-month period, by notice require the dissenting members to transfer their shares on the terms of the offer. A dissenting member may apply to the Cayman Islands courts within one month of the notice objecting to the transfer. The burden is on the dissenting member to show that the court should exercise its discretion, which it will be unlikely to do unless there is evidence of fraud or bad faith or collusion as between the offeror and the holders of the shares who have accepted the offer as a means of unfairly forcing out minority members.
Mergers and Similar Arrangements
The Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies.
For these purposes, (a) “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company and (b) a “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies in the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each constituent company; and (b) such other authorization, if any, as may be specified in such constituent company’s articles of association. The plan must be approved by the directors of each constituent company and filed with the Registrar of Companies together with a declaration: (1) as to the solvency of the consolidated or surviving company; (2) that the merger or consolidation is bona fide and not intended to defraud unsecured creditors of the constituent companies; (3) that no petition or other similar proceeding has been filed and remains outstanding and no order or resolution to wind up the company in any jurisdiction; (4) that no receiver, trustee, administrator or similar person has been appointed in any jurisdiction and is acting in respect of the constituent company, its affairs or property; (5) that no scheme, order, compromise or similar arrangement has been entered into or made in any jurisdiction with creditors; (6) that a list of the assets and liabilities of each constituent company; (7) that the non-surviving constituent company has retired from any fiduciary office held or will do so; (8) that the constituent company has complied with any requirements under the regulatory laws, where relevant; and (9) that an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and published in the Cayman Islands Gazette.
Dissenting shareholders have the right to be paid the fair value of their shares (which, if not agreed between the parties, may be determined by the Cayman Islands’ court) if they follow the required procedures, subject to certain exceptions. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.
In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement in question is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting or meetings convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court the view that the transaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that:
| ● | the company is not proposing to act illegally or ultra vires and the statutory provisions as to majority vote have been complied with; |
| ● | the shareholders have been fairly represented at the meeting in question; |
| ● | the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and |
| ● | the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount to a “fraud on the minority.” |
When a takeover offer is made and accepted by holders of 90.0% in value of the shares affected within four months, the offeror may, within a two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection may be made to the Grand Court of the Cayman Islands but is unlikely to succeed unless there is evidence of fraud, bad faith or collusion.
If the arrangement and reconstruction are thus approved, any dissenting shareholders would have no rights comparable to appraisal rights, which might otherwise ordinarily be available to dissenting shareholders of U.S. corporations and allow such dissenting shareholders to receive payment in cash for the judicially determined value of their shares.
Shareholders’ Suits
Class actions are not recognized in the Cayman Islands, but groups of shareholders with identical interests may bring representative proceedings, which are similar. However, a class action suit could nonetheless be brought in a U.S. court pursuant to an alleged violation of U.S. securities laws and regulations.
In principle, we would normally be the proper plaintiff and as a general rule, while a derivative action may be initiated by a minority shareholder on behalf of our company in a Cayman Islands court, such shareholder will not be able to continue those proceedings without the permission of a Grand Court judge, who will only allow the action to continue if the shareholder can demonstrate that we have a good case against the defendant, and that it is proper for the shareholder to continue the action rather than our board of directors. Examples of circumstances in which derivative actions would be permitted to continue are where:
| ● | a company is acting or proposing to act illegally or beyond the scope of its authority; |
| ● | the act complained of, although not beyond the scope of its authority, could be effected duly if authorized by more than a simple majority vote that has not been obtained; and |
| ● | those who control the company are perpetrating a “fraud on the minority.” |
Corporate Governance
Cayman Islands law restricts transactions between a company and its directors unless there are provisions in the articles of association which provide a mechanism to alleviate possible conflicts of interest. Additionally, Cayman Islands law imposes on directors’ duties of care and skill and fiduciary duties to the companies which they serve. Under our Memorandum and Articles of Association, a director must disclose the nature and extent of his interest in any contract or arrangement, and, subject to certain exceptions, a director may not vote or be counted in the quorum on any resolution of the board in respect of any contract or arrangement or proposal in which he or she or any of his or her close associates have a material interest. Following such disclosure, and subject to the foregoing sentence and subject to any separate requirement under applicable law or the listing rules of the NYSE, and unless disqualified by the chairman of the relevant meeting, the interested director may vote in respect of any transaction or arrangement in which he or she is interested. The interested director shall be counted in the quorum at such meeting and the resolution may be passed by a majority of the directors present at the meeting.
Subject to the foregoing and our Memorandum and Articles of Association, our directors may exercise all the powers of Nu to vote compensation to themselves or any member of their body in the absence of an independent quorum.
As a foreign private issuer, we are permitted to follow home country practice in lieu of certain NYSE corporate governance rules, subject to certain requirements. We currently rely, and will continue to rely, on the foreign private issuer exemption with respect to the following rules:
| ● | Section 303A.04, which requires that a company have a nominations committee composed solely of “independent directors” as defined by NYSE. As allowed by the laws of the Cayman Islands, we do not have a nominations committee nor do we have any current intention to establish one. |
| ● | Section 303A.05, which requires that compensation for our executive officers and selection of our director nominees be determined by a majority of independent directors. As allowed by the laws of the Cayman Islands, we do not have a nomination and corporate governance committee nor do we have any current intention to establish one. |
| ● | Section 312.03, which requires an issuer to obtain shareholder approval prior to an issuance of securities (in certain circumstances) in connection with certain events, including: (i) the acquisition of the stock or assets of another company; (ii) equity-based compensation of officers, directors, employees or consultants; (iii) a change of control; and (iv) private placements. Cayman Islands law does not require shareholder approval prior to an issuance of securities to the extent the securities are authorized. |
Borrowing Powers
Our directors may exercise all the powers of Nu to borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures, debenture shares, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of Nu or any third party. Such powers may be varied by a special resolution of shareholders (requiring a two-thirds majority vote of those shareholders attending and voting at a quorate meeting).
Indemnification of Directors and Executive Officers and Limitation of Liability
The Companies Act does not limit the extent to which a company’s articles of association may provide for indemnification of directors and officers, except to the extent that it may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our Memorandum and Articles of Association provide that we shall indemnify and hold harmless our directors and officers against all actions, proceedings, costs, charges, expenses, losses, damages, liabilities, judgments, fines, settlements and other amounts incurred or sustained by such directors or officers, other than by reason of such person’s dishonesty, willful default or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil, criminal or other proceedings concerning us or our affairs in any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Directors’ Fiduciary Duties
As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company. Accordingly, directors owe fiduciary duties to their companies to act bona fide in what they consider to be the best interests of the company, to exercise their powers for the purposes for which they are conferred and not to place themselves in a position where there is a conflict
between their personal interests and their duty to the company. Accordingly, a director owes a company a duty not to make a profit based on his or her position as director (unless the company permits him or her to do so) and a duty not to put himself or herself in a position where the interests of the company conflict with his or her personal interests or his or her duty to a third party.
However, this obligation may be varied by the company’s articles of association, which may permit a director to vote on a matter in which he has a personal interest provided that he has disclosed the nature of his interest to the board of directors. Our Memorandum and Articles of Association provide that a director must disclose the nature and extent of his or her interest in any contract or arrangement, and, subject to certain exceptions, a director may not vote or be counted in the quorum on any resolution of the board in respect of any contract or arrangement or proposal in which he or she or any of his or her close associates have a material interest. Following such disclosure, and subject to the foregoing sentence and subject to any separate requirement under applicable law or the listing rules of the NYSE, and unless disqualified by the chairman of the relevant meeting, such director may vote in respect of any transaction or arrangement in which he or she is interested and may be counted in the quorum at the meeting.
A director of a Cayman Islands company also owes to the company duties to exercise independent judgment in carrying out his functions and to exercise reasonable skill, care and diligence, which has both objective and subjective elements. Recent Cayman Islands case law confirmed that directors must exercise the care, skill and diligence that would be exercised by a reasonably diligent person having the general knowledge, skill and experience reasonably to be expected of a person acting as a director. Additionally, a director must exercise the knowledge, skill and experience which he or she actually possesses.
A general notice may be given to the board of directors to the effect that (1) the director is a member or officer of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with that company or firm; or (2) he or she is to be regarded as interested in any contract or arrangement which may after the date of the notice to the board of directors be made with a specified person who is connected with him or her, which will be deemed sufficient declaration of interest. This notice shall specify the nature of the interest in question. Following the disclosure being made pursuant to our Memorandum and Articles of Association and subject to any separate requirement under applicable law or the listing rules of the NYSE, and unless disqualified by the chairman of the relevant meeting, a director may vote in respect of any transaction or arrangement in which he or she is interested and may be counted in the quorum at the meeting.
In comparison, under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself or herself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interests of the corporation and its shareholders take precedence over any interests possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.
Shareholder Proposals
Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. The Delaware General Corporation Law does not provide shareholders an express right to put any proposal before the annual meeting of shareholders, but Delaware corporations generally afford shareholders an opportunity to make proposals and nominations provided that they comply with the notice provisions in the certificate of incorporation or bylaws. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.
The Companies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our Memorandum and Articles of Association provide that, for so long as our founding shareholder controls a majority of the voting power of our shares, a general meeting of shareholders may be convened on the requisition of the holders of a majority of the voting power of our shares and, upon such requisition, the board will convene an extraordinary general meeting and put the resolutions so requisitioned to a vote at such meeting. However, if our founding shareholder controls less than a majority of the voting power of our shares, no shareholder shall have the power to requisition a meeting of shareholders. Our Memorandum and Articles of Association provide no other right to put any proposals before annual general meetings or extraordinary general meetings.
Cumulative Voting
Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. As permitted under Cayman Islands law, our Memorandum and Articles of Association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.
Removal of Directors
The office of a director shall be vacated automatically if, among other things, he or she (1) becomes prohibited by law from being a director; (2) becomes bankrupt or makes an arrangement or composition with his creditors; (3) dies or is in the opinion of all his co-directors, incapable by reason of mental disorder of discharging his duties as director; (4) resigns his office by notice to us; or (5) has for more than six months been absent without permission of the directors from meetings of the board of directors held during that period, and the remaining directors resolve that his/her office be vacated.
Transaction with Interested Shareholders
The Delaware General Corporation Law provides that; unless the corporation has specifically elected not to be governed by this statute, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that this person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting shares or who or which is an affiliate or associate of the corporation and owned 15% or more of the corporation’s outstanding voting shares within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which the shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.
Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that the board of directors owe duties to ensure that these transactions are entered into bona fide in the best interests of the company and for a proper corporate purpose and, as noted above, a transaction may be subject to challenge if it has the effect of constituting a fraud on the minority shareholders.
Dissolution; Winding Up
Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. If the dissolution is initiated by the board of directors it may be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company resolves by ordinary resolution that it be wound up because it is unable to pay its debts as they fall due. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.
Under the Companies Act, we may be dissolved, liquidated or wound up by a special resolution of shareholders (requiring a two-thirds majority vote of those shareholders attending and voting at a quorate meeting). Our Memorandum and Articles of Association also give our board of directors authority to petition the Cayman Islands Court to wind up Nu.
Variation of Rights of Shares
Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of that class, unless the certificate of incorporation provides otherwise. Under our Memorandum and Articles of Association, if the share capital is divided into more than one class of shares, the rights attached to any class may only be varied with the written consent of the holders of two-thirds of the shares of that class or the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.
Also, except with respect to share capital (as described above), alterations to our Memorandum and Articles of Association may only be made by special resolution of shareholders (requiring a two-thirds majority vote of those shareholders attending and voting at a quorate meeting).
Amendment of Governing Documents
Under the Delaware General Corporation Law, a corporation’s certificate of incorporation may be amended only if adopted and declared advisable by the board of directors and approved by a majority of the outstanding shares entitled to vote, and the bylaws may be amended with the approval of a majority of the outstanding shares entitled to vote and may, if so provided in the certificate of incorporation, also be amended by the board of directors. Under Cayman Islands law, our Memorandum and Articles of Association generally (and save for certain amendments to share capital described in this section) may only be amended by special resolution of shareholders (requiring a two-thirds majority vote of those shareholders attending and voting at a quorate meeting).
ITEM 16H. Mine Safety Disclosure
Not applicable.
ITEM 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
ITEM 16J. Insider Trading policies
We maintain insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our Company’s securities by directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as the NYSE listing standards. A copy of our Insider Trading Policy is filed as Exhibit 11.1 to this annual report.
ITEM 16K. Cybersecurity
Cybersecurity Risk Management
Cybersecurity risk management is an integral part of our overall enterprise risk management program. We count on dedicated professionals from the first line of defense (Information Security department) and second line of defense (Risk Management department) to maintain and continually improve security in partnership with the appropriate departments. While our internal teams drive the program's evolution, we utilize the third line of dlefense to validate its effectiveness. In addition, our cybersecurity team provides security training to all employees annually.
Our cybersecurity risk management program is designed to align with industry best practices and provide a robust framework for managing cybersecurity risks associated with our products, services, internal applications, and third-party vendors. This framework includes protocols for identifying and assessing the source and severity of cybersecurity threats - including those associated with third-party service providers; implementing cybersecurity countermeasures and mitigation strategies; and informing the management, our Audit and Risk Committee and our Board of Directors of material cybersecurity threats and incidents, following the materiality internally defined for these matters.
Our Board of Directors maintains overall oversight of our risk management program, delegating specific cybersecurity authority to the Audit and Risk Committee. This Committee ensures that management has established robust processes to identify, evaluate, and mitigate security threats. The Audit and Risk Committee also reports frequently to the Board of Directors the matters assessed by it. Management is responsible for identifying potential cybersecurity risks exposures and material cybersecurity risks on an ongoing basis, proposing and guaranteeing the establishment of processes to ensure that such potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation measures and maintaining cybersecurity programs. Our cybersecurity programs are under the direction of our Chief Technology Officer, or CTO, who receives reports from the Vice President of Cybersecurity, and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents, maintaining the management team properly informed. Our Vice President of Cybersecurity and dedicated personnel are certified and experienced information systems security professionals and information security managers. a On at least an annual basis, the management team, including the Vice President of Cybersecurity and our cybersecurity teams, provides updates on our cybersecurity programs to the Audit and Risk Committee, including material cybersecurity risks and mitigation strategies.
In 2025, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident. For more information about these risks, please see “Item 3. Key Information—D. Risk Factors” in this annual report on Form 20-F.
For more information on our cybersecurity risk management efforts, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Intellectual Property, Privacy and Cybersecurity— Unauthorized disclosure of, improper access to, or destruction or modification of data through cybersecurity breaches, computer viruses or otherwise, or disruptions to our systems or services, could expose us to liability, protracted and costly litigation and damage our reputation,” “Item 4. Information on the Company—Business Overview—Cybersecurity Efforts". and “Item 11. Quantitative and Qualitative Disclosures About Market Risk—Information Technology Risk.”
PART III
Item 17. Financial statements
We have responded to Item 18 in lieu of this item.
Item 18. Financial statements
Financial Statements are filed as part of this annual report. See pages F-1 to F-98 to this annual report.
Item 19. Exhibits
The following documents are filed as part of this annual report:
| Exhibit No. | Exhibit |
| 1.1** | Memorandum and Articles of Association of Nu (incorporated herein by reference to Exhibit 3.1 to our annual report on form 20-F for the fiscal year ended December 31, 2023 filed with the SEC on April 21, 2022). |
| 2.1* | Description of Securities registered under Section 12 of the Exchange Act. |
| 2.3** | Registration Rights Agreement by and among the registrant and certain holders of its shares (incorporated herein by reference to Exhibit 4.2 to the Amendment No. 2 to our registration statement on Form F-1 (File no. 333-260649), filed with the SEC on December 3, 2021). |
| 2.4** | Shareholder’s Agreement by and among the registrant, David Vélez Osorno and Rua California Ltd. (incorporated herein by reference to Exhibit 4.3 to the Amendment No. 2 to our registration statement on Form F-1 (File no. 333-260649), filed with the SEC on December 3, 2021) |
| 2.5* | First Amendment to the Shareholders Agreement by and among the registrant, David Vélez Osorno and Rua California Ltd, dated as of March 11, 2025. |
| 4.1** | Form of Indemnification Agreement between the registrant and each of its directors and executive officers (incorporated herein by reference to Exhibit 10.1 to the Amendment No. 2 to our registration statement on Form F-1 (File no. 333-260649), filed with the SEC on December 3, 2021). |
| 4.3** | Nu Holdings Ltd. 2020 Omnibus Incentive Plan (as amended) and related form agreements (incorporated herein by reference to Exhibit 10.2 to our registration statement on Form F-1 (File no. 333-260649), filed with the SEC on November 1, 2021). |
| 4.4* | Amendment to 2020 Omnibus Incentive Plan adopted on April 10, 2025 and effective as of July, 1, 2025 (incorporated herein by reference to Exhibit 4.4 to our annual report on form 20-F for the fiscal year ended December 31, 2024 filed with the SEC on April 16, 2025). |
| 4.5** | Nu Holdings Ltd. 2016 Share Option Plan (as amended) and related form agreements (incorporated herein by reference to Exhibit 10.3 to our registration statement on Form F-1 (File no. 333-260649), filed with the SEC on November 1, 2021). |
| 4.6** | License Agreement, dated as of January 29, 2014, between Mastercard International Incorporated and EO2 Soluções de Pagamento S.A., including the Acceptance Letter, dated as of January 29, 2014; the Summary of Licenses Granted, dated as of January 29, 2014; and the Supplement to the Mastercard License Agreement, dated as of January 29, 2014 (incorporated herein by reference to Exhibit 10.4 to the Amendment No. 1 to our registration statement on Form F-1 (File no. 333-260649), filed with the SEC on November 30, 2021). |
| 4.7** | License Agreement, dated as of April 24, 2020, between Mastercard International Incorporated and Nu Pagamentos S.A., including the First Amendment to the License Agreement, dated as of April 24, 2020; the Summary of Licenses Granted, dated as of April 24, 2020; and the Supplement to the Mastercard License Agreement, dated as of April 24, 2020 (incorporated herein by reference to Exhibit 10.5 to the Amendment No. 1 to our registration statement on Form F-1 (File no. 333-260649), filed with the SEC on November 30, 2021). |
| 4.8** | License Agreement, dated as of January 3, 2019, between Mastercard International Incorporated and Nu Bn Mexico S.A. de C.V., including the Acceptance Letter, dated as of January 3, 2019; the Summary of Licenses Granted, dated as of January 3, 2019; and the Supplement to the Mastercard License Agreement, dated as of January 3, 2019 (incorporated herein by reference to Exhibit 10.6 to the Amendment No. 1 to our registration statement on Form F-1 (File no. 333-260649), filed with the SEC on November 30, 2021). |
| 8.1* | List of subsidiaries. |
| 11.1* | Insider Trading Policy |
| 12.1* | Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer. |
| 12.2* | Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer. |
| 13.1* | Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer. |
| 13.2* | Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Financial Officer. |
| 23.1* | Consent of KPMG Auditores Independentes Ltda. |
| 97.1 | Compensation Clawback Policy |
| 101.INS* | XBRL Instance Document. |
| 101.SCH* | XBRL Taxonomy Extension Schema Document. |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document. |
* Filed herewith.
** Previously filed.
GLOSSARY OF TERMS
The following is a glossary of certain industry and other defined terms used in this annual report:
“ARPAC” stands for average revenue per active customer.
“activity rate” is defined as monthly active customers divided by the total number of customers as of a specific date.
“ANBIMA” means the Brazilian Association of Financial and Capital Markets Entities (Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais).
“Boleto” (banking payment slips) means a printable document issued by merchants and used to make payments in Brazil.
"Bill” means a Bill of law, a formal proposal for new legislation or changes to existing laws presented for approval in a legislative body. If approved, it becomes law.
“Brazil” means the Federative Republic of Brazil.
"Bre-B" means the instant payment system launched by the Central Bank of Colombia (Banco de la República) in 2025 that enables real-time, interoperable transfers between financial institutions, fintechs, and digital wallets.
“Brazilian government” means the federal government of Brazil.
“B3” means B3 S.A. – Brasil, Bolsa, Balcão, the Brazilian Stock Exchange.
“CAC” means customer acquisition costs and consists of the following expenses: printing and shipping of a card, credit data costs (primarily consisting of credit bureau costs) and paid marketing.
“CAGR” means the compound annual growth rate, measured as the annualized average rate of growth between given dates, assuming growth takes place at an exponentially compounded rate.
“CDI Rate” means the Brazilian interbank deposit (certificado de deposito interbancário) rate, which is an average of interbank overnight deposit interest rates in Brazil.
“Central Bank of Brazil” means the Brazilian Central Bank (Banco Central do Brasil).
“Colombian pesos” or “COL$” means Colombian pesos, the official currency of the Republic of Colombia.
“Condusef” means the Mexican regulator (Comisión Nacional para la Protección y Defensa de los Usuarios de Servicios Financieros).
“CMN” means the Brazilian National Monetary Council (Conselho Monetário Nacional).
“CNBV” means the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria de Valores).
"CoDi” means the digital payment system launched by the Central Bank of Mexico (Banxico) in 2019 that allows real-time payments and transfers via QR codes and NFC technology.
“consumer finance” is the combination of Credit Card and Loan Businesses
“contribution margin” means the sum of revenue from our credit card, personal loans and NuAccount products, less variable expenses (consisting of interest and other financial expenses, transactional expenses and expected credit loss ) directly associated with this revenue.
“COPOM” means the Brazilian Monetary Policy Committee (Comitê de Política Monetária do Banco Central).
“cost of risk” is defined as the sum of change in loan loss provisions, credit loss and gross recoveries divided by total receivables.
“expected credit loss / credit portfolio” is defined as expected credit loss, divided by the sum of receivables from credit card operations (current, installments and revolving) and loans to customers, in each case gross of ECL allowance, as of the period end date.
“customer” is defined as an individual or SME that has opened an account with us and does not include any such individuals or SMEs that have been charged off or blocked or voluntarily closed their account.
“CVM” means the Brazilian Securities Commission (Comissão de Valores Mobiliários).
“prepaid card” means a payment card that allows the cardholder to immediately access funds electronically from the cardholder’s account when making a purchase.
“ECL” or “ECL Allowance” means the expected credit loss on our credit operations, including loans and credit cards.
“EUR” or “€” means the Euro, the official currency of the European Union.
“first payment default” means when the first scheduled payment by a customer remains unpaid as of the 10th day after it becomes due.
"FGC" means the Credit Guarantee Fund (Fundo Garantidor de Créditos), Brazil's deposit insurance fund.
“founding shareholder” refers to our founding shareholder, chairman and chief executive officer, David Vélez Osorno.
“FX Neutral” measures refer to certain measures prepared and presented in this annual report to eliminate the effect of foreign exchange, or “FX,” volatility between the comparison periods, allowing management and investors to evaluate our financial performance despite variations in foreign currency exchange rates, which may not be indicative of our core operating results and business outlook.
“IASB” means the International Accounting Standards Board.
“IFRS” means the International Financial Reporting Standards (IFRS Accounting Standards).
“interest-earning portfolio” consists of receivables from credit card operations on which we are accruing interest and loans to customers, in each case gross of ECL allowance, as of the period end date.
“Mexican pesos” or “MEX$” means Mexican pesos, the official currency of the United Mexican States.
“monthly active customers” is defined as all customers that have generated revenue in the last 30 calendar days, for a given measurement period.
“monthly average cost to serve per active customer” is defined as the monthly average of the sum of transactional expenses and customer support and operations expenses (sum of these expenses in the period divided by the number of months in the period) divided by the average number of individual active customers during the period (average number of individual active customers is defined as the average of the number of monthly active customers at the beginning of the period measured, and the number of monthly active customers at the end of the period).
“monthly average revenue per active customer” or “Monthly ARPAC” is defined as the average monthly revenue (total revenue divided by the number of months in the period) divided by the average number of individual active customers during the period (average number of individual active customers is defined as the average of the number of monthly active customers at the beginning of the period measured, and the number of monthly active customers at the end of the period).
“Net promoter score,” or “NPS,” measures the willingness of customers to recommend our products and services. See “Presentation of Financial and Other Information—Calculation of Net Promoter Score.”
“NuAccount” means the Nu bank account we offer to our individual and SME customers; “Personal NuAccount” means the Nu personal bank account we offer to our individual customers; and “SME NuAccount” means the Nu business bank account we offer to our SME customers.
“organic customer growth” is calculated as new customers acquired without incurring direct paid marketing expenses. An organic customer is one who comes to our website or app without clicking on an advertisement link. This includes both customers who directly come to our website or app, or who were referred to us by an existing customer. An inorganic customer is one who comes to our website or app through a paid channel or campaign (e.g., by clicking on an online advertisement).
“Pix” means the instant payment system launched by the Central Bank of Brazil in 2020 that allows real-time payments and transfers.
“primary bank” or “primary banking relationship” refers to our relationship with those of our customers who had at least 50% of their post-tax monthly income move in or out of their NuAccount in any given month. We calculate the percent of customers with a primary banking relationship as active customers with a primary banking relationship as a percentage of total active customers that have been with us for more than 12 months.
“Purchase volume,” or “PV,” is defined as the total value of transactions that are authorized through our credit and prepaid cards only; it does not include other payment methods that we offer such as Pix, WhatsApp payments or traditional wire transfers.
“real,” “reais” or “R$” means the Brazilian real, the official currency of Brazil.
“SAM” is the term used for Serviceable Addressable Market.
“SELIC” means the Brazilian Special Clearance and Custody System (Sistema Especial de Liquidação e Custódia).
“SELIC rate” means the Brazilian interest rate established by the SELIC.
“Shareholder’s Agreement” means the shareholder’s agreement entered into and among David Vélez Osorno, Rua California Ltd., and Nu.
“SIC” means the Colombian Superintendence of Industry and Commerce, a public authority and technical agency attached to the Ministry of Trade, Industry and Tourism of Colombia.
“SMEs” means small and medium enterprises.
“STF” means the Federal Supreme Court of Brazil (Supremo Tribunal Federal).
“squads” is the term used to refer to Nu teams that work within the same scope of operations, e.g., Controllership Squad, FP&A Squad.
“Sofipo” is the term for Popular Financial Institutions which are for-profit companies whose purpose is to promote the collection of resources, as well as to place them through loans or credits to the general public.
“SUSEP” means the Brazilian Superintendence of Private Insurance (Superintendência de Seguros Privados).
“U.S. dollar,” “U.S. dollars” or “US$” means U.S. dollars, the official currency of the United States.
"TIIE" means Mexican Interbanking Equilibrium Interest Rate.
"VASPs” means virtual asset service providers
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| Nu Holdings Ltd. |
| |
| April 8, 2026 |
| |
| By: | /s/ David Vélez Osorno |
| Name: | David Vélez Osorno |
| Title: | Chairman and Chief Executive Officer |
| By: | /s/ Guilherme Marques do Lago |
| Name: | Guilherme Marques do Lago |
| Title: | Chief Financial Officer |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| | Page |
| Consolidated Financial Statements—Nu Holding Ltd. | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID 1124) | F-3 |
| Consolidated Statements of Income for the years ended December 31, 2025 and 2024 | F-7 |
| Consolidated Statements of Comprehensive Income or Loss for the years ended December 31, 2025, 2024 and 2023 | F-8 |
| Consolidated Statements of Financial Position at December 31, 2025 and 2024 | F-9 |
| Consolidated Statements of Changes in Equity for the years ended December 31, 2025, 2024 and 2023 | F-11 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 | F-14 |
| Notes to Consolidated Financial Statements for the years ended December 31, 2025, 2024 and 2023 | F-16 |
Contents
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Nu Holdings Ltd.
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated statements of financial position of Nu Holdings Ltd. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of its operations and its consolidated cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with International Financial Reporting Standards – Accounting Standards as issued by International Accounting Standards Board (IFRS-Accounting Standards). Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Expected credit losses from credit cards receivables and loans to customers
As discussed in Notes 4(a), 5(a), 13 and 14 to the consolidated financial statements, the Company has expected credit losses related to credit cards receivables and loans to customers totaling US$5,021,996 thousand as of December 31, 2025. The Company recognizes lifetime expected credit losses for the contracts that have experienced a significant increase in credit risk (SICR) subsequent to recognition or are credit impaired (stage 2 and stage 3, respectively), and a twelve-month expected credit loss for all other contracts (stage 1). To calculate expected credit losses the Company segregates the portfolios of amounts receivable from credit cards and loans to customers into homogeneous risk groups based on shared credit risk characteristics, determined by internal scoring models, and estimates the probability of default (PD), the loss given default (LGD) and the exposure at default (EAD) for each group. The Company’s calculation of expected credit losses also reflects possible future macroeconomic scenarios for which it projects the following variables: gross domestic product (GDP); the inflation rate; the unemployment rate; and the basic interest rate.
We identified the measurement of the expected credit losses related to credit cards receivables and loans to customers as a critical audit matter. Complex auditor judgment was required to evaluate the expected credit losses estimate as it involves significant measurement uncertainties as a result of the complexity of the models and the significant judgments made by the Company, specifically: (i) the overall expected credit losses methodologies including the methods, assumptions and models used to estimate the PDs, EADs and LGDs; (ii) the selection of the macroeconomic variables incorporated into the calculation; and (iii) the Company’s definition of a SICR (stage 2).
Our audit procedures in this area included, but were not limited to:
We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s expected credit losses process. This included controls related to:
| (i) | | design of the models and methodologies for estimating the expected credit losses, including the selection of the macroeconomic variables; |
| (ii) | | definition of SICR contracts; |
| (iii) | | performance monitoring of the models; and |
| (iv) | | periodic validation of the models. |
We involved credit risk professionals with specialized knowledge, skills and abilities, who assisted in:
| (i) | | evaluating the overall expected credit losses methodologies for compliance with IFRS Accounting Standards; |
| (ii) | | assessing the conceptual soundness of the models and modeling techniques, including those used to derive the PDs, EADs and LGDs and to select the macroeconomic variables that are incorporated into the calculation, by inspecting model documentation to determine whether the models are suitable for their intended use; |
| (iii) | | checking the accuracy of the Company’s estimates of PD, EAD and LGD using the Company's historical data and forward-looking information; |
| (iv) | | evaluating the relevance of the variables considered in the future macroeconomic scenarios through regression analysis of the historical correlation of these variables and credit risk; and |
| (v) | | evaluating the Company's definition of a SICR by assessing relevant Company-specific metrics and comparing it to the applicable industry and regulatory practices. |
/s/ KPMG Auditores Independentes Ltda.
We have served as the Company’s auditor since 2018.
São Paulo - Brazil
April 8, 2026
Consolidated Statements of Income
For the years ended December 31, 2025, 2024 and 2023
(In thousands of U.S. Dollars, except earnings per share)
| | | | | | | | |
| | Note | | 2025 | | 2024 | | 2023 |
| | | | | | | | |
| Interest income and gains net of losses on financial instruments | 6 | | 13,434,683 | | 9,631,043 | | 6,439,712 |
| Fee and commission income | 6 | | 2,340,058 | | 1,886,032 | | 1,589,264 |
| Total revenue | | | 15,774,741 | | 11,517,075 | | 8,028,976 |
| Interest and other financial expenses | 6 | | (4,578,680) | | (2,834,859) | | (2,036,925) |
| Transactional expenses | 6 | | (366,183) | | (260,324) | | (215,930) |
| Expected credit loss | 7 | | (4,204,876) | | (3,168,983) | | (2,285,218) |
| Total cost of financial and transactional services provided | | | (9,149,739) | | (6,264,166) | | (4,538,073) |
| | | | | | | | |
| Gross profit | | | 6,625,002 | | 5,252,909 | | 3,490,903 |
| | | | | | | | |
| Operating (expenses) income | | | | | | | |
| Customer support and operations | 8 | | (651,760) | | (604,643) | | (488,082) |
| General and administrative expenses | 8 | | (1,420,460) | | (1,256,086) | | (1,042,290) |
| Marketing expenses | 8 | | (302,822) | | (246,396) | | (171,022) |
| Other expenses | 8 | | (507,942) | | (406,627) | | (278,184) |
| Other income | 8 | | 130,090 | | 56,041 | | 27,753 |
| Total operating (expenses) income | | | (2,752,894) | | (2,457,711) | | (1,951,825) |
| | | | | | | | |
| Share of loss in associates | 18 | | (3,689) | | — | | — |
| | | | | | | | |
| Income before income taxes | | | 3,868,419 | | 2,795,198 | | 1,539,078 |
| | | | | | | | |
| Income taxes | 30 | | (996,747) | | (823,086) | | (508,548) |
| | | | | | | | |
| Net income for the year | | | 2,871,672 | | 1,972,112 | | 1,030,530 |
| Net income attributable to shareholders of the parent company | | | 2,868,892 | | 1,972,112 | | 1,030,530 |
| Net income attributable to non-controlling interests | | | 2,780 | | — | | — |
| Net income for the year | | | 2,871,672 | | 1,972,112 | | 1,030,530 |
| | | | | | | | |
| Earnings per share – Basic | 9 | | 0.5936 | | 0.4115 | | 0.2175 |
| Earnings per share – Diluted | 9 | | 0.5846 | | 0.4034 | | 0.2121 |
| Weighted average number of outstanding shares – Basic (in thousands of shares) | 9 | | 4,832,944 | | 4,792,081 | | 4,738,841 |
| Weighted average number of outstanding shares – Diluted (in thousands of shares) | 9 | | 4,907,352 | | 4,888,918 | | 4,857,579 |
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2025, 2024 and 2023
(In thousands of U.S. Dollars)
| | | | | | | | |
| | Note | | 2025 | | 2024 | | 2023 |
| | | | | | | | |
| Net income for the year | | | 2,871,672 | | 1,972,112 | | 1,030,530 |
| | | | | | | | |
| Other comprehensive income: | | | | | | | |
| Effective portion of changes in fair value | | | 19,979 | | 56,141 | | 29,305 |
| Changes in fair value reclassified to profit or loss | | | (53,990) | | (32,403) | | (13,018) |
| Deferred income taxes | | | 7,185 | | (13,405) | | 3,616 |
| Cash flow hedge | 20 | | (26,826) | | 10,333 | | 19,903 |
| | | | | | | | |
| Changes in fair value | | | 12,184 | | 2,078 | | 32,246 |
| Deferred income taxes | | | (8,470) | | 1,506 | | (1,950) |
| Financial assets at fair value through other comprehensive income | | | 3,714 | | 3,584 | | 30,296 |
| | | | | | | | |
| Currency translation on foreign entities | | | 666,959 | | (998,474) | | 243,853 |
| | | | | | | | |
| Total other comprehensive income (loss) that are or may be reclassified subsequently to profit or loss | | | 643,847 | | (984,557) | | 294,052 |
| | | | | | | | |
| Changes in fair value - own credit adjustment | | | 20 | | (40) | | 29 |
| Total other comprehensive income (loss) that will not be reclassified to profit or loss subsequently | | | 20 | | (40) | | 29 |
| Total other comprehensive income (loss), net of tax | | | 643,867 | | (984,597) | | 294,081 |
| Total comprehensive income for the year, net of tax | | | 3,515,539 | | 987,515 | | 1,324,611 |
| Total comprehensive income attributable to shareholders of the parent company | | | 3,512,759 | | 987,515 | | 1,324,611 |
| Total comprehensive income attributable to non-controlling interests | | | 2,780 | | — | | — |
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statements of Financial Position
As of December 31, 2025 and December 31, 2024
(In thousands of U.S. Dollars)
| | | | | | |
| | Note | | 2025 | | 2024 |
| | | | | | |
| Assets | | | | | |
| Cash and cash equivalents | 11 | | 15,003,643 | | 9,185,742 |
| Financial assets at fair value through profit or loss | | | 1,140,671 | | 740,706 |
| Securities | 12 | | 1,059,923 | | 665,242 |
| Derivatives | 20 | | 80,748 | | 75,464 |
| Financial assets at fair value through other comprehensive income | | | 12,157,076 | | 9,913,517 |
| Securities | 12 | | 12,157,076 | | 9,913,517 |
| Financial assets at amortized cost | | | 41,518,114 | | 26,701,841 |
| Credit card receivables | 13 | | 18,267,904 | | 12,259,276 |
| Loans to customers | 14 | | 9,421,458 | | 5,321,885 |
| Compulsory and other deposits at central banks | 15 | | 9,537,788 | | 6,743,336 |
| Securities | 12 | | 3,141,504 | | 885,418 |
| Other receivables | 16 | | 1,000,683 | | 1,413,443 |
| Other financial assets | | | 148,777 | | 78,483 |
| Other assets | 17 | | 1,403,870 | | 663,578 |
| Deferred tax assets | 30 | | 2,510,967 | | 1,818,339 |
| Investments in associates | 18 | | 98,702 | | 99,365 |
| Right-of-use assets | | | 22,244 | | 20,344 |
| Property, plant and equipment | | | 27,550 | | 25,879 |
| Intangible assets | 19 | | 601,669 | | 347,616 |
| Goodwill | 19 | | 409,371 | | 414,287 |
| Total assets | | | 74,893,877 | | 49,931,214 |
Consolidated Statements of Financial Position
As of December 31, 2025 and December 31, 2024
(In thousands of U.S. Dollars)
| | Note | | 2025 | | 2024 |
| | | | | | |
| Liabilities | | | | | |
| Financial liabilities at fair value through profit or loss | | | 65,969 | | 32,329 |
| Derivatives | 20 | | 65,969 | | 32,329 |
| Financial liabilities at amortized cost | | | 60,741,103 | | 40,227,546 |
| Deposits | 22 | | 41,925,101 | | 28,855,065 |
| Payables to network | 23 | | 13,633,949 | | 9,333,541 |
| Borrowings and financing | 24 | | 4,398,216 | | 1,730,357 |
| Repurchase agreements | 21 | | 783,837 | | 308,583 |
| Salaries, allowances and social security contributions | | | 236,565 | | 180,181 |
| Tax liabilities | 30 | | 1,424,118 | | 1,102,086 |
| Lease liabilities | | | 29,197 | | 26,197 |
| Provisions and contingent liabilities | 25 | | 30,920 | | 22,551 |
| Deferred income | 26 | | 77,521 | | 71,636 |
| Other liabilities | 27 | | 966,922 | | 621,612 |
| Total liabilities | | | 63,572,315 | | 42,284,138 |
| | | | | | |
| Equity | | | | | |
| Share capital | 31 | | 84 | | 84 |
| Share premium reserve | 31 | | 5,062,464 | | 5,053,776 |
| Retained earnings | 31 | | 6,412,700 | | 3,420,596 |
| Other comprehensive income (loss) | 31 | | (184,300) | | (828,167) |
| Equity attributable to shareholders of the parent company | | | 11,290,948 | | 7,646,289 |
| Equity attributable to non-controlling interests | | | 30,614 | | 787 |
| Total equity | | | 11,321,562 | | 7,647,076 |
| Total liabilities and equity | | | 74,893,877 | | 49,931,214 |
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025, 2024 and 2023
(In thousands of U.S. Dollars)
| | | | | | | | | | | | | | | | | | | | | | |
| | | Attributable to shareholders of the parent company | | | | |
| | | | | | | | | | Other comprehensive income (loss) | | | | | | |
| | Note | Share capital | | Share premium reserve | | | Retained earnings | | Translation reserve | | Cash flow hedge reserve | | Financial Assets at FVTOCI | | Own credit revaluation reserve | | Total | | Total non-controlling interests | | Total equity |
| Balances as of December 31, 2024 | | 84 | | 5,053,776 | - | - | 3,420,596 | - | (862,977) | | 22,750 | | 11,582 | | 478 | | 7,646,289 | | 787 | | 7,647,076 |
| Net income for the year | | - | | - | - | - | 2,868,892 | - | - | | - | | - | | - | | 2,868,892 | | 2,780 | | 2,871,672 |
| Share-based compensation, net of shares withheld for employee taxes | 10 | - | | - | | | 122,175 | | - | | - | | - | | - | | 122,175 | | - | | 122,175 |
| Shares issued to service providers | 31 | - | | - | | | 1,037 | | - | | - | | - | | - | | 1,037 | | - | | 1,037 |
| Shares issued on business acquisition | 31 | - | | 2,467 | | | - | | - | | - | | - | | - | | 2,467 | | - | | 2,467 |
| Stock options exercised | 31 | - | | 6,221 | | | - | | - | | - | | - | | - | | 6,221 | | - | | 6,221 |
| Increase in non-controlling interests | | - | | - | | | - | | - | | - | | - | | - | | - | | 27,047 | | 27,047 |
| Other comprehensive income, net of tax | 31 | | | | | | | | | | | | | | | | | | | | |
| Cash flow hedge | | - | | - | | | - | | - | | (26,826) | | - | | - | | (26,826) | | - | | (26,826) |
| Fair value changes - financial assets at FVTOCI | | - | | - | | | - | | - | | - | | 3,714 | | - | | 3,714 | | - | | 3,714 |
| Currency translation on foreign entities | | - | | - | | | - | | 666,959 | | - | | - | | - | | 666,959 | | - | | 666,959 |
| Own credit adjustment | | - | | - | | | - | | - | | - | | - | | 20 | | 20 | | - | | 20 |
| Balances as of December 31, 2025 | | 84 | | 5,062,464 | - | - | 6,412,700 | - | (196,018) | | (4,076) | | 15,296 | | 498 | | 11,290,948 | | 30,614 | | 11,321,562 |
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025, 2024 and 2023
(In thousands of U.S. Dollars)
| | | | | | | | | | | | | | | | | | | | | |
| | | Attributable to shareholders of the parent company | | | | |
| | | | | | | | | Other comprehensive income (loss) | | | | | | |
| | Note | Share capital | | Share premium reserve | | Retained earnings | | Translation reserve | | Cash flow hedge reserve | | Financial Assets at FVTOCI | | Own credit revaluation reserve | | Total equity | | Total non-controlling interests | | Total equity |
| Balances as of December 31, 2023 | | 84 | | 4,972,922 | | 1,276,949 | - | 135,497 | - | 12,417 | - | 7,998 | - | 518 | - | 6,406,385 | | - | | 6,406,385 |
| Net income for the year | | - | | - | | 1,972,112 | | - | | - | | - | | - | | 1,972,112 | | - | | 1,972,112 |
| Share-based compensation, net of shares withheld for employee taxes | 10 | - | | - | | 170,252 | | - | | - | | - | | - | | 170,252 | | - | | 170,252 |
| Shares issued to service providers | 31 | - | | - | | 1,283 | | - | | - | | - | | - | | 1,283 | | - | | 1,283 |
| Shares issued on business acquisition | | - | | 75,308 | | - | | - | | - | | - | | - | | 75,308 | | - | | 75,308 |
| Stock options exercised | 31 | - | | 5,546 | | - | | - | | - | | - | | - | | 5,546 | | - | | 5,546 |
| Increase in non-controlling interests | | - | | - | | - | | - | | - | | - | | - | | - | | 787 | | 787 |
| Other comprehensive income or loss, net of tax | 31 | | | | | | | | | | | | | | | | | | | |
| Cash flow hedge | | - | | - | | - | | - | | 10,333 | | - | | - | | 10,333 | | | | 10,333 |
| Fair value changes - financial assets at FVTOCI | | - | | - | | - | | - | | - | | 3,584 | | - | | 3,584 | | - | | 3,584 |
| Currency translation on foreign entities | | - | | - | | - | | (998,474) | | - | | - | | - | | (998,474) | | - | | (998,474) |
| Own credit adjustment | | - | | - | | - | | - | | - | | - | | (40) | | (40) | | - | | (40) |
| Balances as of December 31, 2024 | | 84 | | 5,053,776 | | 3,420,596 | | (862,977) | | 22,750 | | 11,582 | | 478 | | 7,646,289 | | 787 | | 7,647,076 |
| | | | | | | | | | | | | | | | | | | | | |
| | | Attributable to shareholders of the parent company |
| | | | | | | | | | | | | Other comprehensive income (loss) | | |
| | Note | Share capital | | Share premium reserve | | Share-based payment reserve | | Accumulated losses | | Accumulated gains | | Translation reserve | | Cash flow hedge reserve | | Financial Assets at FVTOCI | | Own credit revaluation reserve | | Total equity |
| Balance as of December 31, 2022 | | 83 | | 4,963,774 | | 765,639 | | (701,062) | | 64,577 | | (108,356) | | (7,486) | | (22,298) | | 489 | | 4,890,783 |
| Net income for the year | | - | | - | | - | | 1,030,530 | | 1,030,530 | | - | | - | | - | | - | | 1,030,530 |
| Share-based compensation, net of shares withheld for employee taxes | 10 | - | | - | | 160,309 | | - | | 160,309 | | - | | - | | - | | - | | 160,309 |
| Shares issued to service providers | 31 | - | | - | | 21,533 | | - | | 21,533 | | - | | - | | - | | - | | 21,533 |
| Shares issued | 31 | 1 | | - | | - | | - | | - | | - | | - | | - | | - | | 1 |
| Stock options exercised | 31 | - | | 9,148 | | - | | - | | - | | - | | - | | - | | - | | 9,148 |
| Other comprehensive income, net of tax | 31 | | | | | | | | | | | | | | | | | | | |
| Cash flow hedge | | - | | - | | - | | - | | - | | - | | 19,903 | | - | | - | | 19,903 |
| Fair value changes - financial assets at FVTOCI | | - | | - | | - | | - | | - | | - | | - | | 30,296 | | - | | 30,296 |
| Currency translation on foreign entities | | - | | - | | - | | - | | - | | 243,853 | | - | | - | | - | | 243,853 |
| Own credit adjustment | | - | | - | | - | | - | | - | | - | | - | | - | | 29 | | 29 |
| Balance as of December 31, 2023 | | 84 | | 4,972,922 | | 947,481 | | 329,468 | | 1,276,949 | | 135,497 | | 12,417 | | 7,998 | | 518 | | 6,406,385 |
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statements of Cash Flows
For the years ended December 31, 2025, 2024 and 2023
(In thousands of U.S. Dollars)
| | | | | | | | |
| | Note | | 2025 | | 2024 | | 2023 |
| | | | | | | | |
| Cash flows from operating activities | | | | | | | |
| Reconciliation of net income to net cash flows from operating activities: | | | | | | | |
| Net income for the year | | | 2,871,672 | | 1,972,112 | | 1,030,530 |
| Adjustments: | | | | | | | |
| Depreciation and amortization | 8 | | 97,968 | | 77,128 | | 62,895 |
| Expected credit loss | 7 | | 4,701,058 | | 3,469,044 | | 2,487,648 |
| Deferred income taxes | 30 | | (427,259) | | (713,435) | | (675,682) |
| Provisions and contingent liabilities | 25 | | 29,238 | | 18,406 | | 17,098 |
| Unrealized (gains) losses on financial instruments | | | (50,432) | | 47,933 | | 15,885 |
| Interest accrued | | | 288,682 | | 179,203 | | 103,572 |
| Share-based compensation | | | 271,845 | | 272,382 | | 212,551 |
| Share of loss in associates | 18 | | 3,689 | | — | | — |
| Others | | | 86,676 | | (2,723) | | 23,076 |
| Total | | | 7,873,137 | | 5,320,050 | | 3,277,573 |
| | | | | | | | |
| Changes in operating assets and liabilities: | | | | | | | |
| Securities | | | (4,812,896) | | (2,552,241) | | 699,076 |
| Credit card receivables | | | (12,445,835) | | (5,873,063) | | (7,878,307) |
| Loans to customers | | | (10,306,930) | | (7,024,003) | | (3,577,534) |
| Other receivables | | | 406,251 | | 385,192 | | (1,136,488) |
| Compulsory and other deposits at central banks | | | (2,749,819) | | 805,963 | | (4,540,463) |
| Other assets | | | (828,600) | | 369,190 | | (60,982) |
| Deposits | | | 12,861,282 | | 5,910,612 | | 7,664,820 |
| Payables to network | | | 4,132,411 | | (528,511) | | 2,818,592 |
| Deferred income | | | 5,791 | | 3,750 | | 25,935 |
| Other liabilities | | | 2,659,676 | | 1,111,830 | | 1,279,987 |
| Interest paid | | | (92,292) | | (88,082) | | (82,904) |
| Income tax paid | | | (1,641,663) | | (1,262,541) | | (612,447) |
| Interest received | | | 8,439,951 | | 5,820,898 | | 3,389,331 |
| Cash flows generated from (used in) operating activities | | | 3,500,464 | | 2,399,044 | | 1,266,189 |
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(In thousands of U.S. Dollars)
| | Note | | 2025 | | 2024 | | 2023 |
| | | | | | | | |
| Cash flows in investing activities | | | | | | | |
| Acquisition of property, plant and equipment | | | (7,215) | | (5,418) | | (20,243) |
| Acquisition and development of intangible assets | | | (333,554) | | (169,572) | | (156,760) |
| Investments in associates | | | — | | (99,365) | | — |
| Acquisition of subsidiary, net of cash acquired | | | (1,539) | | (5,637) | | — |
| Derivatives | | | — | | (50,635) | | — |
| Cash flow generated from (used in) investing activities | | | (342,308) | | (330,627) | | (177,003) |
| | | | | | | | |
| Cash flows in financing activities | | | | | | | |
| Proceeds from borrowings and financing | 24 | | 2,823,472 | | 1,309,890 | | 469,501 |
| Payments of borrowings and financing | 24 | | (532,755) | | (580,642) | | (46,501) |
| Lease payments | | | (6,708) | | (7,053) | | (6,933) |
| Exercise of stock options | 31 | | 6,221 | | 5,546 | | 9,148 |
| Cash flows generated from (used in) financing activities | | | 2,290,230 | | 727,741 | | 425,215 |
| Change in cash and cash equivalents | | | 5,448,386 | | 2,796,158 | | 1,514,401 |
| | | | | | | | |
| Cash and cash equivalents | | | | | | | |
| Cash and cash equivalents - beginning of the year | 11 | | 9,185,742 | | 5,923,440 | | 4,172,316 |
| Foreign exchange rate changes on cash and cash equivalents | | | 369,515 | | 466,144 | | 236,723 |
| Cash and cash equivalents - end of the year | 11 | | 15,003,643 | | 9,185,742 | | 5,923,440 |
| Increase (decrease) in cash and cash equivalents | | | 5,448,386 | | 2,796,158 | | 1,514,401 |
| | | | | | | | |
| Non-cash transactions | | | | | | | |
| Shares issued to service providers | | | 1,037 | | 1,283 | | 21,533 |
| Shares issued on business acquisition | | | 2,467 | | 75,308 | | — |
The accompanying notes are an integral part of these consolidated financial statements.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
Nu Holdings Ltd.
Notes to the Consolidated Financial Statements
(In thousands of U.S. Dollars, unless otherwise stated)
1. Operations
Nu Holdings Ltd. ("Company" or "Nu Holdings") was incorporated as an exempted Company under the Companies Law of the Cayman Islands on February 26, 2016. The address of the Company's registered office is Willow House, 4th floor, Cricket Square, Grand Cayman - Cayman Islands. Nu Holdings has no operating activities with customers.
The Company’s shares are publicly traded on the New York Stock Exchange ("NYSE") under the symbol “NU”. The Company holds investments in several operating entities and, as of December 31, 2025, its significant operating subsidiaries were:
| • | Nu Pagamentos S.A. - Instituição de Pagamento (“Nu Pagamentos”) is an indirect subsidiary domiciled in Brazil. Nu Pagamentos is engaged in the issuance and administration of credit cards, payment transfers through a prepaid account, and participation in other companies as a partner or shareholder. Its main products include a Mastercard international credit card, managed via a smartphone app, and the NuAccount, a 100% digital smartphone app, maintenance-free prepaid account which also includes features of a traditional bank account, such as PIX (electronic transfers), bill payments, and ATM withdrawals. |
| • | Nu Financeira S.A. – SCFI (“Nu Financeira”) is an indirect subsidiary domiciled in Brazil, with personal loans and retail deposits as its main products. It offers customizable loans with transparent terms and conditions managed via a smartphone app, allowing 24/7 issuance, repayment, and prepayments through NuAccount. Additionally, Nu Financeira issues Bank Deposit Receipts (RDB) to NuAccount holders with daily liquidity and a defined maturity date, and provides credit to Nu Pagamentos credit card holders for overdue invoices and revolving credit. |
| • | Nu Investimentos S.A. - Corretora de Títulos e Valores Mobiliários ("Nu Investimento"), is an indirect subsidiary acquired in June 2021, domiciled in Brazil, and is a digital investment broker dealer in Brazil. |
| • | Nu México Financiera, S.A. de C.V., S.F.P. ("Nu Mexico Financiera"), is an indirect subsidiary domiciled in Mexico. Nu Mexico Financiera is engaged in the issuance and administration of credit cards and offers deposits as its main products. Also, Nu Mexico Financiera provides customers in Mexico the opportunity to obtain loans. Customers also have access to the NuAccount, a 100% digital prepaid account available via a smartphone app, which includes features of a traditional bank account. Additionally, on April 24, 2025, Nu Mexico Financiera received regulatory approval from the Comisión Nacional Bancaria y de Valores (CNBV), in coordination with Banxico and the Mexican Ministry of Finance (SHCP), to begin the process of converting into a bank. By obtaining such a license, the Group intends to expand its portfolio of credit and other financial products in Mexico. |
| • | Nu Colombia Compañía de Financiamiento S.A ("Nu Colombia") is an indirect subsidiary domiciled in Colombia. Nu Colombia is engaged in the issuance and administration of credit cards and NuAccount, which is a 100% digital pre-paid account offered via a smartphone app, which also includes features of a traditional bank account. |
| • | Nu United States LLC (formerly HelenOT, LLC, - effective on April 9th, 2026) is an direct subsidiary domiciled in Delaware, United States, formed on January 8, 2016, to engage in any lawful act or activity and current has no active operations. |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
The Company and its consolidated subsidiaries are referred to in these consolidated financial statements as the “Group” or "Nu”.
Nu’s business plan provides for the continued growth of its Brazilian, Mexican, and Colombian operations, both through the expansion of its existing product lines, including, credit card, personal loans, investments, and insurance, as well as the introduction of new products. Accordingly, these consolidated financial statements were prepared based on the assumption of the Group continuing as a going concern.
The Company’s Board authorized the issuance of these consolidated financial statements on April 08, 2026.
2. Statement of compliance
The Company's consolidated financial statements are prepared in accordance with International Financial Reporting Standards - Accounting Standards (“IFRS Accounting Standards”) as issued by the International Accounting Standards Board (“IASB”).
a) Functional currency and foreign currency translation
i) Nu Holding's functional and presentation currency
Nu Holdings does not have any direct customers, and its main direct activities are (i) investing in the operating entities in Brazil, Mexico, Colombia, as well as in other countries, (ii) financing, either equity or debt, and (iii) the payment of certain general and administrative expenses. As a result, these are considered its primary and secondary activities, and all of them are substantially based in US Dollars (“US$”), which was selected as the functional and presentation currency of Nu Holdings.
ii) Subsidiary's functional currency
For each subsidiary of the Group, the Company determines the currency that best reflects the economic substance of the underlying events and circumstances relevant to that entity (“functional currency”). Items included in the financial statements of each subsidiary are measured using that functional currency. The functional currency of the Brazilian operating entities is the Brazilian Real, the Mexican entities is the Mexican Peso, and the Colombian entity is the Colombian Peso.
iii) Translation of transactions and balances
Foreign currency transactions and balances are translated in two consecutive stages:
● Foreign currency transactions are translated to the subsidiaries’ functional currency at the exchange rates at the date of the transactions; and the exchange differences arising on the translation of foreign currency balances to the functional currency are recognized under “Other expenses (income)” in the consolidated statements of income. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Revenues and expenses are translated using a monthly average exchange rate. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction.
● The financial statements of the subsidiaries held in functional currencies that are not US$ (foreign subsidiaries) are translated into US$, and the exchange differences arising from the translation to US$ of the financial statements denominated in functional currencies other than the US$ is recognized in the consolidated statements of comprehensive income or loss ("OCI") as an item that may be reclassified to profit or loss within “currency translation on foreign entities”.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
The main criteria applied to the translation of financial statements of foreign subsidiaries to US$ are as follows:
● Assets and liabilities are converted into US$ at the exchange rate at the reporting date;
● Equity is translated into US$ at historical cost;
● Revenues and expenses are translated using a monthly average exchange rate; and
● Statements of cash flow items are translated into US$ using the average exchange rate for the reporting period.
b) New or revised accounting pronouncements and relevant matters adopted in 2025:
The following new or revised accounting standards issued by IASB, were effective for the year covered by these consolidated financial statements and had no significant impact.
| • | Lack of Exchangeability (Amendments to IAS 21) |
| • | International Tax Reform — Pillar Two Model Rules (Amendments to IAS 12). |
Brazil adopted Pillar Two rules, specifically the Qualified Domestic Minimum Top-up Tax (QDMTT) through enactment of Law nº 15.079/2024 in December 2024, which is effective as of January 1, 2025. QDMTT determines that a minimum 15% corporate income rate tax should be paid in each jurisdiction in which multinational groups operate. The Group's operations in Brazil and the majority of Brazilian entities have a statutory corporate income tax rate of 40%, which exceeds the QDMTT standards, therefore, there has been no impact of Pillar Two. There are no impacts related to Pillar Two for the other consolidated companies under Nu Holdings structure.
c) Other new or revised accounting pronouncements issued but not yet effective:
| • | Classification and measurement of financial instruments (Amendments to IFRS 7 and IFRS 9). |
| • | Annual Improvements to IFRS Accounting Standards: |
| ◦ | IFRS 1: Hedge accounting by a first-time adopter; |
| ◦ | IFRS 7: Gain or loss on derecognition; |
| ◦ | IFRS 7: Disclosure of deferred difference between fair value and transaction price; |
| ◦ | IFRS 7: Introduction and credit risk disclosures; |
| ◦ | IFRS 9: Lessee derecognition of lease liabilities; |
| ◦ | IFRS 9: Transaction price; |
| ◦ | IFRS 10: Determination of a ‘de facto agent’; |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
These amendments are effective as of January 1, 2026.
Management does not expect the adoption of the amendments described above to have a significant impact, other than additional disclosures, on the Group's consolidated financial statements.
| • | Presentation and Disclosures in Financial Statements (IFRS 18): |
The new standard replaces IAS 1 - Presentation of Financial Statements and determines a new structure for the statement of income by categorizing it into predefined sections: operating, investing, financing, discontinued operations, and income tax. It also requires the disclosure of management-defined performance measures (MPMs) in a single note within the financial statements. These amendments will take effect on January 1, 2027. The Group is reviewing the impacts of the new standard, and structuring action plans for its adoption.
3. Basis of consolidation
These consolidated financial statements include the accounting balances of Nu Holdings and all those subsidiaries over which the Company exercises control, directly or indirectly. Control is achieved where the Company has (i) power over the investee; (ii) is exposed, or has rights, to variable returns from its involvement with the investee; and (iii) can use its power to affect its profits.
The Company re-assesses whether it maintains control of an investee if facts and circumstances indicate that there are changes to one or more of the three above mentioned elements of control.
The consolidation of a subsidiary begins when the Company obtains control over it and ceases when the Company loses control over it. Assets, liabilities, income, and expenses of a subsidiary acquired or disposed of during the reporting period are included in the consolidated statements of income from the date the Company gains control until the date the Company ceases to control the subsidiary.
The financial information of the subsidiaries was prepared for the same year as the Company and consistent accounting policies were applied. The financial statements of the subsidiaries are fully consolidated with those of the Company. Accordingly, all balances, transactions and any unrealized income and expenses arising between consolidated entities are eliminated in the consolidation, except for foreign-currency gain and losses on translation of intercompany loans. Profit or loss and each component of other comprehensive income are attributed to the shareholders of the parent and to the non-controlling interests, when applicable.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
The subsidiaries below are the most relevant entities included in these consolidated financial statements:
| Schedule of subsidiaries | | | | | | | | | | | | | | |
| | | | | | | | | | | Interest in total
capital % |
| Entity | | Control | | Principal activities | | Functional currency | | Country | | 2025 | | 2024 | | 2023 |
| Nu Pagamentos S.A. - Instituição de Pagamentos (“Nu Pagamentos”) | | Indirect | | Credit card and prepaid account operations | | BRL | | Brazil | | 100% | | 100% | | 100% |
| Nu Financeira S.A. – SCFI (“Nu Financeira”) | | Indirect | | Loan operations and prepaid account operations | | BRL | | Brazil | | 100% | | 100% | | 100% |
| Nu Investimentos S.A. - Corretora de Títulos e Valores Mobiliários ("Nu Investimentos") | | Indirect | | Investment platform | | BRL | | Brazil | | 100% | | 100% | | 100% |
| Nu México Financiera, S.A. de C.V., S.F.P. ("Nu Mexico Financiera") | | Indirect | | Multiple purpose financial company | | MXN | | Mexico | | 100% | | 100% | | 100% |
| Nu Colombia Compañía de Financiamiento S.A. (“Nu Colombia Financiera”) | | Indirect | | Multiple purpose financial company | | COP | | Colombia | | 100% | | 100% | | 100% |
| Nu United States LLC (formerly HelenOT, LLC) | | Direct | | Limited liability company | | USD | | United States | | 100% | | 100% | | 100% |
The interest owned by other investors in these entities are presented as non-controlling interests in these consolidated financial statements.
Nu Pagamentos, Nu Financiera, and Nu Investimento, Brazilian subsidiaries, are regulated by the Central Bank of Brazil (“BACEN”); Nu Mexico Financiera, a Mexican subsidiary, is regulated by both the Mexican Central Bank ("BANXICO") and Mexican National Banking and Stock Commission (“CNBV”); Nu Colombia, a Colombian subsidiary, is regulated by the Financial Superintendence of Colombia ("SFC"); and as such, there are some regulatory requirements that restrict the ability of the Group to access and transfer assets freely to or from these entities within the Group and to settle liabilities of the other entities of the Group.
In addition, the Company consolidated investment funds as of December 31, 2025 and 2024, in which the Group’s companies hold a substantial interest or the entirety of the interests and are therefore exposed, or have rights, to variable returns and, have the ability to affect those returns through power over the funds.
4. Material accounting policies
The accounting policies described below have been applied consistently through the years presented in these consolidated financial statements.
Initial recognition and measurement
Financial assets and liabilities are initially recognized when the Group becomes a party to the contractual terms of the instrument. The Group determines the classification of its financial assets and liabilities at initial recognition and measures a financial asset or financial liability at its fair value plus or minus, in the case of a financial asset or financial liability not at fair value through profit or loss ("FVTPL"), transaction costs that are incremental and directly attributable to the acquisition or issue of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities carried at fair value through profit or loss are expensed in profit or loss. Immediately after initial recognition, an expected credit loss ("ECL") is recognized for financial assets measured at amortized cost and investments in debt instruments measured at fair value through other comprehensive income ("FVTOCI"), if any.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
Classification and subsequent measurement
Financial assets and financial liabilities are classified as FVTPL where there is a requirement to do so or where they are otherwise designated at FVTPL on initial recognition. Financial assets and financial liabilities which are required to be held at FVTPL include:
| • | Financial assets and financial liabilities held for trading; |
| • | Debt instruments that do not solely have payments of principal and interest ("SPPI") characteristics. Otherwise, such instruments must be measured at amortized cost or FVTOCI; and |
| • | Equity instruments that have not been designated as held at FVTOCI. |
Financial assets and financial liabilities are classified as held for trading if they are derivatives or if they are acquired or incurred mainly for the purpose of selling or being repurchased in the near-term, or form part of a portfolio of financial instruments that are managed together and for which there is evidence of short-term profit-taking.
In certain circumstances, other financial assets and financial liabilities are designated at FVTPL where this results in the more relevant information. This may arise because it significantly reduces a measurement inconsistency that would otherwise arise from measuring assets or liabilities or recognizing the gains or losses on them on a different basis, where the assets and liabilities are managed and their performance evaluated on a fair value basis or, in the case of financial liabilities, where it contains one or more embedded derivatives which are not closely related to the host contract.
The classification and measurement requirements for financial asset debt and equity instruments and financial liabilities are set out below.
Financial assets - debt instruments
Debt instruments are those instruments that meet the definition of financial liability from the issuer's perspective, such as loans and government and corporate bonds.
The classification criteria and subsequent measurement for financial assets depends on the business model for their management and the characteristics of their contractual flows. The business models refer to the way in which the Group manages its financial assets to generate cash flows. In this definition, the following factors are taken into consideration, among others:
| • | How key management assess and report on the performance of the business model and the financial assets held in the business model; |
| • | The risks that affect the performance of the business model (and the financial assets held in the business model) and, specifically, the way in which these risks are managed; and |
| • | The frequency and volume of sales in previous years, as well as expectations of future sales. |
Depending on these factors, the asset can be measured at amortized cost, at fair value with changes in other comprehensive income, or at fair value with changes through profit or loss.
Business model: The business model reflects how the Group manages the assets to generate cash flows and, specifically, whether the Group’s objective is solely to (i) collect the contractual cash flows from the assets or (ii) is to collect both the contractual cash flows and cash flows arising from the sale of the assets. If neither of these is applicable, such as where the financial assets are held for trading purposes, then the financial assets are classified as part of an "other” business model and measured at FVTPL. To assess business models, the Group considers risks that affect the performance of the business model; how the managers of the business are compensated; and how the performance of the business model is assessed and reported to Management.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
When a financial asset is subject to business models (i) and (ii), the application of the SPPI test is required, as explained below.
Solely Payments of Principal and Interest – SPPI test: Where the business model is to hold assets to collect contractual cash flows or to collect contractual cash flows and sell, the Group assesses whether the assets’ cash flows represent SPPI. In making this assessment, the Group considers whether the contractual cash flows are consistent with a basic loan arrangement (i.e., interest includes only consideration for the time value of money, credit risk, other basic loan risks, and a profit margin that is consistent with a basic loan arrangement). Where the contractual terms introduce exposure to risk or volatility that is inconsistent with a basic loan arrangement, the related asset is classified and measured at FVTPL. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are SPPI.
Based on these factors, the Group classifies its instruments into one of the following measurement categories.
Amortized cost:
Financial assets that are held for collection of contractual cash flows where those cash flows represent SPPI, and that are not designated at FVTPL, are measured at amortized cost. The carrying amount of these assets is adjusted by any ECL recognized and measured. Interest income from these financial assets is included in the statement of income using the effective interest rate method. When estimates of future cash flows are revised, the carrying amount of the respective financial assets or financial liabilities is adjusted to reflect the new estimate discounted using the original effective interest rate. Any changes are recognized in the statement of income.
FVTOCI:
Financial assets that are both held for collection of contractual cash flows, where those cash flows represent SPPI, and for sale, depending on the Group's best interests, which are not designated at FVTPL, are measured at fair value through other comprehensive income ("FVTOCI"). The carrying amount of these assets is adjusted by any ECL recognized and measured. Interest income from these financial assets is included in the statement of comprehensive income using the effective interest rate method.
FVTPL:
Financial assets that do not meet the criteria for amortized cost or FVTOCI are measured at FVTPL. A gain or loss on a debt instrument that is subsequently measured at FVTPL, including any debt instruments designated at fair value, is recognized in profit or loss, and presented in the statement of income in the period in which it arises.
The Group reclassifies financial assets when and only when its business model for managing those assets changes. The reclassification takes place from the start of the first period following the change.
Classification of financial assets for presentation purposes
Financial assets are classified by nature into the following items in the consolidated statements of financial position:
| • | Cash and cash equivalents; |
| • | Compulsory and other deposits at central banks; |
| • | Credit card receivables and loans to customers; |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
Financial liabilities
Financial liabilities are initially classified into the various categories used for management and measurement purposes, unless they must be presented as liabilities associated with non-current assets held for sale or they relate to hedging derivatives or changes in the fair value of hedged items in portfolio hedges of interest rate risk, which are reported separately.
Financial liabilities are included for measurement purposes in one of the following categories:
| • | Financial liabilities held for trading (at FVTPL): this category includes financial liabilities incurred for the purpose of generating a profit in the near term from price fluctuations of these liabilities and financial derivatives not designated as hedging instruments. |
| • | Financial liabilities designated at FVTPL: financial liabilities are included in this category when such liabilities provide more relevant information, either because this eliminates or significantly reduces recognition or measurement inconsistencies (accounting mismatches) that would otherwise arise from measuring assets or liabilities or recognizing the gains or losses on them on different bases, or because a group of financial liabilities or financial assets and liabilities is managed and its performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy, and information about the group is provided on that basis to the Group’s key management personnel. Liabilities may only be included in this category on the date when the liabilities incurred or originated. This classification is applied to derivatives, financial liabilities held for trading, and other financial liabilities designated as such at initial recognition. Gains or losses on financial liabilities designated at fair value through profit or loss are presented partially in other comprehensive income (the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability) and partially in the statement of income (the remaining amount of change in the fair value of the liability). |
| • | Financial liabilities at amortized cost: financial liabilities, irrespective of their instrumentation and maturity, not included in any of the above-mentioned categories which arise from the ordinary borrowing activities carried on by financial institutions. |
Classification of financial liabilities for presentation purposes
Financial liabilities are classified by nature into the following items in the consolidated statements of financial position:
| • | Borrowings and financing, and securitized borrowings. |
Expected credit loss of financial assets
The Group recognizes an allowance for expected credit loss ("ECL") for all financial assets and specific off-balance sheet exposures such as undrawn credit limits.
The ECL measurement reflects an unbiased and probability-weighted amount that is determined by evaluating historical portfolio behavior, different economic scenarios and the time value of money.
The Group applies a three-stage model based on changes in credit quality since initial recognition to determine whether the ECL should be measured based on 12-month expected losses or lifetime expected losses. These assessments are performed on a collective basis, grouping financial instruments with shared credit risk characteristics.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
The Group calculates different provisions for the financial instruments classified into:
| • | Stage 1 - no significant increase in credit risk; |
| • | Stage 2 - significant increase in credit risk (“SICR”) since initial recognition; and |
| • | Stage 3 - credit impaired. |
Based on these concepts, Nu’s approach was to calculate ECL through the probability of default ("PD"), exposure at default ("EAD") and loss given default ("LGD") methodology.
Definitions of stages
Stage 1 definition – no significant increase in credit risk
All receivables not classified in stages 2 and 3.
Stage 2 definition – significant increase in credit risk subsequent to recognition
The Group utilizes two guidelines for determining stage 2:
| (i) | absolute criteria: the financial asset is more than 30 (thirty) days but less than 90 (ninety) days in arrears; or |
| (ii) | relative criteria: in addition to the absolute criteria, the Group analyzes monthly the evolution of the risk of each financial instrument, comparing the current risk assessment of the counterparty with the one given at the moment of recognition of the financial asset. The risk assessment considers the probability of default (PD) of the financial instrument in both for the purpose of determining whether a risk increase deemed significant has occurred. |
A cure criteria is adopted for stage 2, evaluating if the financial asset no longer meets the significant increase in credit risk criteria as stated above.
Stage 3 definition – credit impaired
Stage 3 definition follows the definition of default:
| (i) | The financial asset is more than 90 (ninety) days in arrears; or |
| (ii) | There are indications that the financial asset will not be fully paid without a collateral or financial guarantee being triggered. |
Indication that an obligation will not be fully paid includes forbearance of financial instruments that implies advantages being granted to the counterparty following deterioration in the credit quality of the counterparty (debt restructuring), in addition to other qualitative criteria, such as bankruptcy.
The Group also assumes a cure criteria for stage 3, establishing a probation period required to revert the condition of the impaired asset, enabling migration to prior stages.
Lifetime definition
The maximum period over which expected credit losses shall be measured is the maximum contractual period over which the entity is exposed to credit risk. For loan commitments, this is the maximum contractual period over which an entity has a present contractual obligation to extend credit. Thus, for the installments-based facilities, the lifetime is straightforward, being equal to the number of months when remaining loan installments are possible to be defaulted on.
However, the credit card includes both a loan and an undrawn commitment component and does not have a fixed term or repayment structure. Thus, the period over which to measure expected credit losses are based on historical information and experience about the length of time for related default to occur on similar financial instruments following a significant increase in credit risk.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
In turn, a study was conducted for the stage 2 credit cards portfolio tracking over a time period to measure how long it takes for the cumulative default rate to stabilize, understanding this as the moment the entity is not expected to be exposed to credit risk.
Forward-looking – macroeconomic scenarios
The Group calculates the ECL considering the current and future macroeconomic environment. The macroeconomic forecasts are based on average market expectations for the main countries the Group operates in and include the variables GDP (Growth Domestic Product), inflation, unemployment, and basic interest rate. These forecasts are monitored by the Group.
The Group builds models with upside and downside scenarios, which are based on the relationships observed historically with changes in credit risk. The Group determines the weightings of the scenarios by analyzing the macroeconomic forecasts and how they relate to the current environment. The weighting of scenarios depends on the Group’s expectations regarding the likelihood of each scenario to occur. The weighting is re-assessed quarterly and reviewed whenever there is a substantial change in the economic environment that causes the macroeconomics outlooks’ expectation to be revised.
The weights and their severity are factored into the estimation of the ECL final result. Management believes that this methodology allows a timelier response to changes in macroeconomic trends.
Measuring ECL
The final ECL is calculated using the following parameters:
| • | Probability of default (PD): is the likelihood that a receivable will reach default in a specific time period. For stage 1 customers, PDs are calculated for the next 12-month period, while for stage 2, the calculation is done through the lifetime of the instrument. For stage 3, PD is considered to be 100% since the credit has already defaulted. |
| • | Exposure at default (EAD): the discounted balance that, in the event of a default, a customer is expected to have. For revolving facilities, it is a function of the customer’s current limit (total credit exposure) and the expected limit utilization percentage at the moment of default. The expected limit utilization is driven by different customer behavior. In contrast, the EAD of a product is the expected balance value at default after considering the repayments behavior. |
| • | Loss given default (LGD): the percentage expected not to be recovered from a defaulted balance. This ratio represents the present value of all recoveries, adjusted for collections costs, divided by the defaulted balances. |
| • | Discount rate: it is the average effective interest rate obtained by using historical data. |
The parameters mentioned above are segmented in homogeneous risk groups, determined by internal scoring models, relying on, among others, customer behavioral information, internal and external, including delinquency and credit utilization.
Governance around ECL
The Group’s Credit Risk Team is responsible for the ECL methodology. Monthly results are monitored and discussed in appropriate forums involving credit businesses and finance teams.
The Group assesses the performance of ECL estimations through the following methods:
| • | Backtesting: comparing the model’s predictions at prior reference dates allows the Group to evaluate how the models’ predictions at those dates have paired with actual data, with the goal of evaluating the accuracy of the ECL underlying models. |
| • | Coverage duration: the Group analyzes the number of months it is covered for actual credit losses with the existing ECL of a given cohort. |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
Presentation of ECL in the consolidated statement of financial position
The ECL is presented in the consolidated statement of financial position as a deduction from the gross carrying amount of the assets. Any excess of the ECL over the gross amount is presented as a provision in “Other liabilities”.
Write-off
The Group directly reduces the gross carrying amount of a financial asset when it has no reasonable expectation of recovering it in its entirety or a portion thereof. For unsecured loans, a write-off is taken when all internal avenues of collecting the debt have been exhausted, and the debt is handed over to external collection agencies or the Group has no reasonable expectation of recovering further amounts. All balances are written-off and are subject to enforcement activity. Contact is made with customers with the aim of achieving a realistic and sustainable repayment arrangement.
Recoveries
Recoveries of credit losses are registered as an income, offset against credit losses, and classified in the consolidated statements of income as “Expected credit loss”.
Modifications of financial assets
The factors used by the Company to determine whether there is a substantial modification of a contract are: evaluation if there is a renegotiation that is not part of the original contractual terms, change to contractual cash flows and significant extensions of the term of the transaction due to the debtor's financial constraint and significant changes to the interest rate, among others.
The major modifications in the Company’s financial assets correspond to changes in contractual cash flows when credit card receivables are modified to receivables in installments or changes in the installments profile in loans to customers. These modifications result from commercial restructuring activity or due to the credit risk of the borrower, an assessment must be performed to determine whether the terms of the new agreement are substantially different from the terms of the existing agreement. This assessment considers both the change in cash flows arising from the modified terms as well as the change in overall instrument risk profile.
Where terms are substantially different, the existing receivable will be derecognized and a new one will be recognized at fair value, with any difference in valuation recognized immediately within the statement of income, subject to observability criteria. Where terms are not substantially different, the receivables carrying value will be adjusted to reflect the present value of modified cash flows discounted at the original effective interest rate, with any resulting gain or loss recognized immediately within the statement of income.
For ECL purposes, any modification that implies a forbearance will be recognized as stage 3. A forbearance implies advantages being granted to the counterparty due to a deterioration in the credit quality of the counterparty. For this definition, the following are considered advantages (i) any material discounts applied to the current obligation and (ii) changes in prices that do not represent the customer credit risk profile.
Derivatives
Derivatives are contracts or agreements the value of which is derived from one or more underlying indexes or asset values inherent in the contract or agreement, which require little or no initial net investment and are settled at a future date. Transactions are undertaken in interest rate, cross-currency, and other index related swaps and forwards.
Derivatives are held for risk management purposes and are classified as held for trading unless designated as being in a hedge accounting relationship. Derivatives are recognized initially at cost (on the date on which a derivative contract is entered into) and are subsequently re-measured at its fair value. Fair values of exchange-traded derivatives are obtained from quoted market prices. Fair values of over-the-counter derivatives are estimated using valuation techniques, including discounted cash flow and option pricing models.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
A derivative contract is presented as an asset or as a liability according to its fair value at the reporting date, except where netting is permitted. The method of recognizing fair value gains and losses depends on whether derivatives are held for trading or are designated as hedging instruments and, if the latter, the nature of the risks being hedged. Gains and losses from changes in the fair value of derivatives held for trading are recognized in the consolidated statements of income and included within “Interest income and gains net of losses on financial instruments”.
Hedge accounting
The Group applies hedge accounting to represent the economic effects of its risk management strategies. At the time a financial instrument is designated as a hedge (i.e., at the inception of the hedge), the Group formally documents the relationship between the hedging instrument(s) and hedged item(s), its risk management objective and strategy for undertaking the hedge. The documentation includes the identification of each hedging instrument and the respective hedged item, the nature of the risk being hedged and how the hedging instrument’s effectiveness in offsetting the exposure to changes in the hedged item’s fair value attributable to the hedged risk is to be assessed. Accordingly, the Group formally assesses, both at the inception of the hedge and on an ongoing basis, whether the hedging derivatives have been and will be highly effective in offsetting changes in the fair value attributable to the hedged risk during the period that the hedge is designated.
A hedge is usually regarded as highly effective if, at inception and throughout its life, the Group can expect, and actual results indicate, that changes in the fair value or cash flow of the hedged items are effectively offset by changes in the fair value or cash flow of the hedging instrument. If, at any point, it is concluded that it is no longer highly effective in achieving its documented objective, hedge accounting is discontinued.
Where derivatives are held for risk management purposes, and when transactions meet the required criteria for documentation and hedge effectiveness, the derivatives may be designated as either: (i) hedges of the change in fair value of recognized assets or liabilities or firm commitments (fair value hedges); (ii) hedges of the variability in highly probable future cash flows attributable to a recognized asset or liability, or a forecast transaction (cash flow hedges); or (iii) a hedge of a net investment in a foreign operation (net investment hedges). The Group applies cash flow hedge accounting in the Nu Holdings standalone, and its subsidiary Nu Pagamentos that are exposed to foreign currency risk (dollar and euro) on forecast transactions, as described below.
(i) Cash flow hedge accounting - The effective portion of changes in the fair value of qualifying cash flow hedges are recognized in other comprehensive income in the cash flow hedge reserve. The gain or loss relating to the ineffective portion is recognized immediately in the statement of income. Amounts accumulated in equity are reclassified to the statement of income in the periods in which the hedged item affects profit or loss. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognized in the statement of income when the forecast transaction is ultimately recognized in the statement of income. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the statement of income. The Group is exposed to foreign currency risk on forecast transactions, mainly expenses related to the cost of services, administrative expenses, and intercompany expenses.
(ii) Hedge of corporate and social security taxes over share-based compensation - The Group's hedge strategy is to cover the future cash disbursement related to highly probable future transactions and accrued liabilities for corporate and social security taxes on Restricted Stock Units (RSU) vesting or Stock Options (SOP) exercise from the variation of the Company's share price volatility. The derivatives used to cover the exposure are total return swaps ("TRS") in which one leg is indexed to the Company's stock price and the other leg is indexed to Secured Overnight Financing Rate ("SOFR") plus spread. The stock fixed at the TRS is a weighted average price. The hedge was entered by Nu Holdings and therefore there is no income tax effect.
The Group applies the cash flow hedge for the hedge structure hereby replacing market risk by interest rate risk. The effectiveness assessment is performed monthly by (i) assessing the economic relationship between the hedged item and the hedging instrument; (ii) monitoring the credit risk impact in the hedge effectiveness; and (iii) maintaining or updating the hedging ratio. Given the possibility of forfeiture impacting the future cash forecast of the employee benefit plan, the Group under hedges the exposure to reduce the risk of ineffectiveness. The derivative fair value is measured substantially based on the stock price which is also used in the measurement of the provision or payable for corporate and social security taxes, therefore there is no expectation for a mismatch to exist between the hedged item and hedging instrument at maturity other than the SOFR.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
(iii) Fair value hedge - The Group is exposed to interest rate risk on its portfolio of certain fixed-rate government bonds classified as securities measured at a fair value through other comprehensive income and amortized cost. To manage changes in the fair value of these bonds arising from market interest rate movements, the Group enters into Interest Rate Swaps (IRS) that converted the fixed returns of the bonds into floating rates aligning the yield profile of the securities with the Group’s risk management strategy.
The Group applies fair value hedge accounting to these government bonds. Under this strategy, the carrying amount of the hedged item is adjusted for changes in fair value attributable to the interest rate risk, with the gain or loss recognized in statements of income, where it offsets the fair value movements of the Interest Rate Swaps.
Effectiveness of the hedging is assessed periodically. The Group compares the changes in the fair value of the interest rate swaps with the changes in the fair value of the government bonds attributable to the hedged risk and ensures that the critical terms of the hedging instruments and the hedged items (such as notional amounts, maturity dates, and payment frequencies) are closely aligned. Subsequent assessments of effectiveness are performed to verify that the hedging relationship remains effective throughout its duration. Sources of ineffectiveness may include basis risk, differences in interest rate curves, and potential timing differences in the settlement of the instruments.
Offsetting financial assets and liabilities
Financial asset and liability balances, including derivatives, are offset (i.e., reported in the statements of financial position at their net amount) only if the Group entities have a legally enforceable right to set off the recognized amounts and intend either to settle on a net basis, or to realize the asset and settle the liability simultaneously. The Group has not offset financial assets or liabilities.
Fair value is defined as the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The fair value accounting guidance provides a three-level fair value hierarchy for classifying financial instruments. This hierarchy is based on the markets in which the assets or liabilities trade and whether the inputs to the valuation techniques used to measure fair value are observable or unobservable. The fair value measurement of a financial asset or liability is assigned a level based on the lowest level of any input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are described below:
| • | Level 1: Valuation is based on quoted prices (unadjusted) in active markets for identical assets or liabilities. |
| • | Level 2: Valuation is based on observable market-based inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
| • | Level 3: Valuation is generated from techniques that use significant assumptions, not observable in the market. Valuation techniques include pricing models, discounted cash flow methodologies, or similar techniques. |
The degree of management judgment involved in determining the fair value of a financial instrument is dependent upon the availability of quoted prices in active markets or observable market parameters. When quoted prices and observable data in active markets are not fully available, management judgment is necessary to estimate fair value.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
Valuation techniques include net present value and discounted cash flow models, comparison with similar instruments for which observable market prices exist, Black-Scholes pricing model and other valuation models. Assumptions and inputs used in valuation techniques include risk-free and benchmark interest rates, credit spreads and other inputs used in estimating discount rates. The availability of observable market prices and model inputs reduces the need for management judgment and estimation and also reduces the uncertainty associated with determining fair values.
Changes in market conditions, such as reduced liquidity in the capital markets or changes in secondary market activities, may reduce the availability and reliability of quoted prices or observable data used to determine fair value.
Significant judgment may be required to determine whether certain financial instruments measured at fair value are classified as Level 2 or Level 3. In making this determination, the Group considers all available information that market participants use to measure the fair value of the financial instrument, including observable market data, and Group’s understanding of the valuation techniques and significant inputs used. Based upon the specific facts and circumstances of each instrument or instrument category, judgments are made regarding the significance of the Level 3 inputs to the instruments’ fair value measurement in its entirety. If Level 3 inputs are considered significant, the instrument is classified as Level 3. The process for determining fair value using unobservable inputs is generally more subjective and involves a high degree of management judgment and assumptions.
The Group has in place controls to ensure that the fair value measurements are appropriate and reliable, including review and approval of new transaction types, price verification, and review of valuation judgments, methods, models, process controls, and results.
The financial instruments measured at fair value at the reporting date by the level in the fair value hierarchy are disclosed in note 29.
| b) | Accounting for acquisitions |
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date at fair value, and the amount of any non-controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value, if any, or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred and included in administrative expenses.
The Group determines that it has acquired a business when the acquired set of activities and assets include an input and a substantive process that together significantly contribute to the ability to create outputs. The acquired process is considered substantive if it is critical to the ability to continue producing outputs, and the inputs acquired include an organized workforce with the necessary skills, knowledge, or experience to perform that process or it significantly contributes to the ability to continue producing outputs and is considered unique or scarce or cannot be replaced without significant cost, effort, or delay in the ability to continue producing outputs.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances, and pertinent conditions as at the acquisition date.
Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the acquisition date. Contingent consideration classified as equity is not re-measured and its subsequent settlement is accounted for within equity.
Interest income and gains net of losses on financial instruments
Interest income on loans, credit card operations (revolving and interest-bearing installment transactions) and short-term investments are calculated using the effective interest method, which allocates interest, and direct and incremental fees and costs over the expected lives of the assets. For the revolving balances, the interest is calculated from the due date of the credit card bill that was not fully paid. Gains (losses) on financial instruments comprises the changes in fair value recognized in the statement of income.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
Fee and commission income
Fee and commission income are shown net of federal revenue taxes. The underlying principle applied in revenue recognition is to recognize revenue as the Group transfers goods or services to customers at an amount that the Group expects to be entitled to in exchange for those goods or services.
| i) | Credit and prepaid card income |
Credit and prepaid card income represent revenues to authorize and provide settlement on credit and prepaid card transactions processed through the Mastercard networks and are determined as a percentage of the total payment processed. Credit and prepaid card income, net of Rewards revenues, are recognized and measured upon recognition of the transaction with the interchange networks, when performance obligation is considered satisfied. The interchange rates agreed with Mastercard are fixed and are dependent on the segment of each merchant. Amount due from Mastercard related to the interchange income is withheld from the amount to be paid to Mastercard. Additionally, there are revenues recognized from performance-linked contracts, including incentive mechanisms linked to prepaid and credit transaction volume performance and other performance obligations. These revenues are recognized on a straight-line basis until all performance obligations have been satisfied.
(ii) Late fees
Late fees are revenues related to fees over late installments, which are charges imposed by a lender or service provider when the customer or borrower fails to make a payment by the designated due date outlined in their agreement.
Late Fees are directly associated with products such as credit cards or loans. The revenue from these services provided to customers is accounted for under service revenue due to factors such as the existence of a contract and the transfer of service to the customer. Additionally, late fees are based on a fixed amount (based on a fixed rate incurred on the value of the installment) associated with these services provided.
Fee and commission income are shown net of federal revenue taxes.
| d) | Cash and cash equivalents |
Cash and cash equivalents include (i) bank deposits in local institutions and abroad and highly liquid short-term investments with original maturities up to 90 days, convertible into a known amount of cash, subject to insignificant risk of change in value and used for cash management of short-term commitments and not for investment and financing purposes; and (ii) balances with central banks which are part of the Group’s liquidity management activities.
| e) | Credit card receivables |
Credit card receivables are reported at their amortized cost, net of the expected credit loss (ECL).
Chargebacks refer to the amounts disputed by clients generally due to fraud transactions on the Mastercard network process. Losses are recorded based on the estimated amount expected to be reduced from the Group’s client’s receivables when the event impacting the client occurred on activities that the Group is responsible for on the referred network.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
Loans to customers are related to Nu’s unsecured and secured loan products. Loans are reported at the amortized cost, which is the outstanding principal balance, adjusted for any unearned income, unamortized deferred fees and costs, unamortized premiums and discounts, and charge-offs. Loans are reported net of the estimated uncollectible amount (loan ECL).
| g) | Compulsory and other deposits at central banks |
Compulsory deposits and reserves are the amount required by the Central Banks based on the amount of deposits from customers held by Nu or to support instant payments operations.
The Group as a lessee
For any new contracts entered on or after January 1, 2019, the Group considers whether a contract is, or contains a lease. A lease is defined as “a contract, or part of a contract, which conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration.” To apply this definition, the Group assesses whether the contract meets three criteria, which are whether:
| • | the contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the Group; |
| • | the Group has the right to obtain all the economic benefits from use of the identified asset throughout the period of use substantially, considering its rights within the defined scope of the contract; and |
| • | the Group has the right to direct the use of the identified asset throughout the period of use. The Group assesses whether it has the right to direct ‘how and for what purpose’ the asset is used throughout the period of use. |
The Group recognizes lease liabilities as those which correspond to the total future payment at present value of the future lease payments with a discounted rate and a right-of-use assets, measured initially at cost value.
Subsequently, the asset is reduced by the accumulated depreciation and any impairment losses or re-measurement, when applicable. The liability is reduced by the payments made and by the interest on the payment flows.
The accumulated depreciation and impairment losses are classified as "General and administrative expenses" in the consolidated statement of income.
Measurement and recognition of leases as a lessee
At the lease commencement date, the Group recognizes a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset is measured at cost, which is comprised of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received).
The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such indicators exist.
At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Group’s incremental borrowing rate. Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee, and payments arising from options reasonably certain to be exercised.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is re-measured to reflect any reassessment or modification, or if there are changes on in-substance fixed payments.
When the lease liability is re-measured, the corresponding adjustment is reflected in the right-of-use asset, or profit and loss if the right-of-use asset is already reduced to zero.
The Group has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognizing a right-of-use asset and lease liability, the payments in relation to these are recognized as an expense in profit or loss on a straight-line basis over the lease term.
| i) | Investments in associates |
Associates are companies in which Nu has a significant influence, but not control, characterized by representation on the Board of Directors, participation in decisions about dividends or other distributions and provision of essential technical information.
Investments in associates are accounted for under the equity method, that is, initially recognized at cost, including transaction costs, and the carrying amount is subsequently increased or decreased to recognize the investor’s share of the profit or loss of the investee after the date of acquisition.
| j) | Property, plant and equipment and intangible assets |
Property, plant, and equipment are measured at historical cost less accumulated depreciation. Cost includes expenditures that are directly attributable to the acquisition of the asset and are depreciated from the date they are available for use. Depreciation is calculated to amortize the cost of items of property, plant, and equipment less their estimated residual values using the linear method based on the useful economic life of the items and is reviewed annually and adjusted prospectively if appropriate.
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Intangible assets, including software and other assets, are recognized if they arise from contractual or other legal rights or if they are capable of being separated or divided from the Group and sold, transferred, licensed, rented, or exchanged. Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives and are annually evaluated for impairment, or whenever events or changes in circumstances indicate the existence of an impairment.
Directly attributable expenditures related to internally generated intangible assets, mainly related to the development of new features and/or products, are capitalized from the date on which the entity demonstrates, among others, its technical feasibility, intention to complete, ability to use and can reasonably demonstrate probable future economic benefits.
Expenditures for improvements in third-party real estate are amortized over the term of the property lease.
The useful life of property, plant, and equipment and intangible assets items are as follows:
| Schedule of property plant and equipment | | |
| Furniture and other office equipment | | 10 years |
| Computer equipment | | 5 years |
| Software and internally developed assets | | 5 years |
Intangible assets arising from business combinations have specific useful lives, determined during purchase price allocation procedures.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
Goodwill is initially measured at cost, and is the excess of the aggregate of the consideration transferred and the amount recognized for any non-controlling interests and any previous interest held over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognized at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognized in profit or loss.
Goodwill is not amortized but is tested for impairment annually or more frequently if adverse circumstances indicate that it is more likely than not that the carrying amount exceeds its fair value. These indicators could include a sustained, significant decline in the Company’s stock price, a decline in expected future cash flows, significant disposition activity, a significant adverse change in the economic or business environment, and the testing for recoverability of a significant asset group, among others.
| l) | Impairment of non-financial assets |
Impairment of non-financial assets occur annually, or more frequently when events or changes in circumstances dictate, property, plant and equipment and intangible assets with a defined useful life are assessed for indicators of impairment. If indications are present, these assets are subject to an impairment review.
The carrying values of property, plant and equipment, goodwill and other intangible assets are written down by the amount of any impairment and the loss is recognized in the statement of income in the period in which it occurs. A previously recognized impairment loss relating to property, plant and equipment and intangible assets may be reversed in part or in full when a change in circumstances leads to a change in the estimates used to determine the property, plant, and equipment and intangible assets recoverable amount. The carrying amount of the property, plant and equipment and intangible assets will only be increased up to the amount that would have been had the original impairment not been recognized.
Other assets include the amount of assets not recorded in other items, including prepaid expenses and deferred expenses. Deferred expenses are mostly related to certain issuance costs incurred on the credit and prepaid card operations, such as embossing and shipping costs, among others. Card issuance costs are amortized over the card's expected life, adjusted for any cancellations.
Corresponds to amounts deposited by customers mainly in:
| (i) | Nubank's prepaid accounts, NuAccount; |
| (ii) | Bank Receipt of Deposits ("RDB"). The amounts deposited by customers in these modalities can be used as a financing source for the Group’s operation and may or may not be invested in government securities; |
| (iv) | Bank certificate of deposit ("CDB”); and |
For those deposits, the interest expense is recognized using the effective interest rate method.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
Payables to networks correspond to financial liabilities recognized at amortized cost to be paid through clearing houses to the credit card brand Mastercard and to other clearing houses that are also part of the credit card network.
| p) | Borrowings and financing |
Correspond to borrowings obtained with third parties that are initially recognized at cost and subsequently at amortized cost using the effective interest rate.
q) Deferred income
Primarily comprises revenues related to the rewards program which is initially apportioned, from the interchange and reward fees charged to customers, in accordance with the relative stand-alone selling prices of the performance obligation assumed. The revenues apportioned are recorded as deferred income until it is recorded in the income statement when the performance obligation is satisfied. Deferred income also contains amounts related to the rewards fees which are paid annually or monthly by customers until they are earned by the Group and are included on the rewards revenue apportion calculation.
The Group evaluates the deferred income amount and the assumptions based on developments in redemption patterns, changes to the terms and conditions of the rewards program and other factors.
| r) | Provisions and contingent assets and liabilities |
Provisions are recognized to cover present obligations at the reporting date arising from past events which could give rise to a loss for the Group, which is considered probable to occur and certain as to its nature but uncertain as to its amount and/or timing.
Contingent liabilities are possible obligations that arise from past events in which existence will be confirmed only by the occurrence or non-occurrence of one or more future events not wholly within the control of the Group. Contingent liabilities also include possible obligations of the Company and its subsidiaries for which it is not probable that an outflow of resources embodying economic benefits will be required to settle them and, therefore, the Group does not recognize a liability. Instead, the Group discloses in the financial statements the contingent liability, unless the possibility of an outflow of resources embodying economic benefits is remote.
Contingent assets are possible assets that arise from past events in which existence will be confirmed only by the occurrence or non-occurrence of one or more future events not wholly within the control of the Group. Contingent assets are not recognized in the consolidated statement of financial position or in the consolidated statement of income, but rather are disclosed in the notes, provided that it is probable that these assets will give rise to an increase in resources embodying economic benefits.
The consolidated financial statements include all the material provisions with respect to which it is considered that it is probable to occur and to be settled. Provisions are quantified on the basis of the best information available on the consequences of the event giving rise to them and are reviewed and adjusted at each reporting period and are fully or partially reversed when such obligations cease to exist or are reduced.
| s) | Provisions and contingent liabilities |
The Company and its subsidiaries are subject to certain court and administrative proceedings arising from the ordinary course of their operations. Those proceedings are classified according to their likelihood of loss as:
| • | Probable: liabilities are recognized in the consolidated statements of financial position as “Provisions and contingent liabilities”; |
| • | Possible: disclosed in the financial statements, but for which no provision is recognized; and |
| • | Remote: require neither provision nor disclosure in the financial statements. |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
For civil cases, the Company has a methodology for calculating provisions on a collective basis, estimating the probable losses. These estimates are based on the Group statistical evaluation of information related to lawsuits filed against the Company, considering the historical average costs per case closed in the last 12 months, and the average cost is applied to each of the ongoing cases in our portfolio of similar cases.
The amount of judicial deposits is adjusted in accordance with current legislation and recognized in the other assets.
Other liabilities include the balances of any other liabilities not included in other categories.
Share premium is the difference between the fair value of the consideration receivable for the issue of shares and the nominal value of the shares. The share premium account can only be used for limited purposes.
The Group maintains a long-term incentive plan, structured through grants of Stock Options (“SOPs”), Restricted Stock Units (“RSUs”) and awards linked to market conditions ("Awards"). Since 2020, employee incentives have been granted solely through the receipt of common stock (Restricted Stock Units - "RSUs") after the vesting period. The objective is to provide to the Group's employees the opportunity to become shareholders of the Company, creating greater alignment of the interests of key employees with those of shareholders and allowing the Group to attract and retain key employees. These share-based payments are classified as equity-settled share-based payment transactions.
Share-based payments expenses are recorded based on the fair value at the grant date. Following the Initial Public Offering ("IPO") that took place in December 2021, the fair value is determined based on the publicly traded share price. The fair values of SOPs, RSUs and Awards granted are recognized as an expense over the period in which they vest for SOP and RSUs or expected to vest for Awards. The vesting requirements are basically related to the passage of time for SOPs and RSUs and market conditions and passage of time for Awards. The Group recognizes the expenses considering the individual vesting tranches of the SOPs and RSUs.
The Group revises its estimate of the number of SOPs and RSUs that will vest based on the historical experience at each reporting period. The Group recognizes the impact of the revision to original estimates, if any, in the statement of income and the accumulated loss reserve in equity. The Awards' expected vesting period is not subsequently revised, and the expenses are recorded irrespective of whether that market condition is satisfied.
| w) | Short-term employee benefits |
Short-term employee benefit obligations are measured on an undiscounted basis and are incurred as an expense as the corresponding service is provided. The liability is recognized for the amount expected to be paid for the short-term if there is a present legal or constructive obligation to pay and if the amount can be estimated reliably.
| x) | Income taxes, including deferred taxes |
Income tax payable on income, based on the applicable tax law in each jurisdiction, is recognized as an expense in the period in which profits arise. The tax expense represents the sum of the income tax currently payable and deferred income tax.
Nu Holdings is incorporated in the Cayman Islands which does not impose corporate income taxes or tax capital gains. In Brazil, the country in which the Group’s most significant subsidiaries operate, income tax is comprised of IRPJ (income tax for companies) and CSLL (social contribution on profits), with rates as shown below.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
As of December 2025, the Group made the revaluation of deferred tax assets and liabilities on temporary differences due to the enactment of Complementary Law No. 224/2025 in Brazil, which amended the Social Contribution on Net Profit (CSLL) rates for payment institutions and credit, financing and investment companies regulated by Law No. 12,865/13. For payment institutions, the rates are 12% for the 2026 and 2027 period and 15% from 2028 onwards, while for credit, financing and investment companies, the rates are 17.5% for the 2026 and 2027 period and 20% from 2028 onwards.
Taxable profit differs from net profit as reported in the statement of income as it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Current tax liability for the current or prior period is measured at the amount expected to be paid to the tax authorities. The Group considers whether it is probable that a taxation authority will accept an uncertain tax treatment. If the Group considers probable that the taxation authority will accept an uncertain tax treatment, the Group determines the taxable profit (tax loss), tax bases, unused tax losses, unused tax credits or tax rates consistently with the tax treatment used or planned to be used in its income tax filings. When the Group concludes that it is not probable that the taxation authority will accept an uncertain tax treatment, the effect of uncertainty is reflected in determining the related taxable profit (tax loss), tax bases, unused tax losses, unused tax credits or tax rates using either of the following methods:
| • | the most likely amount - the single most likely amount in a range of possible outcomes or; |
| • | the expected value - the sum of the probability-weighted amounts in a range of possible outcomes. |
Deferred income tax is the tax expected to be payable or recoverable on income tax losses available to carry forward and on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. It is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognized for all temporary taxable differences, and deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which the assets may be utilized as they reverse.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realized based on rates enacted or substantively enacted at the balance sheet date. Deferred tax is charged or credited in the statement of income, except when it relates to items recognized in other comprehensive income or directly in equity, in which case the deferred tax is also recognized in other comprehensive income or directly in equity.
The Group reviews the carrying amount of deferred tax assets at each balance sheet date and reduces it to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax relating to fair value re-measurements of financial instruments accounted for at FVTOCI and cash flow hedging instruments is charged or credited directly to other comprehensive income and is subsequently recognized in the statement of income when the deferred fair value gain or loss is recognized in the statement of income.
Deferred and current tax assets and liabilities are only offset when they arise in the same tax reporting group and where there is both the legal right and the intention to settle on a net basis or to realize the asset and settle the liability simultaneously.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
Basic earnings per share is calculated by dividing the profit attributable to owners of the Company by the weighted average number of ordinary shares outstanding during the year, which excludes treasury shares.
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with potentially dilutive ordinary shares, and the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all potentially dilutive ordinary shares.
5. Significant accounting judgments, estimates and assumptions
Use of estimates and judgments
The preparation of financial statements requires judgments, estimates, and assumptions from management that affect the application of accounting policies, and reported amounts of assets, liabilities, revenues, and expenses. Actual results may differ from these estimates. Estimates and assumptions are reviewed on a periodic basis. Revisions to the estimates are recognized prospectively.
| a) | Credit losses on financial instruments for credit card receivables and loans to customers |
The Group recognizes a ECL for expected credit losses on credit cards receivables and loans to customers that represents management’s best estimate of allowance as of each reporting date.
Management performs an analysis of the credit card and loan amounts to determine if credit losses have occurred and to assess the adequacy of the allowance based on historical and current trends as well as other factors affecting credit losses.
Key areas of judgment
The critical judgments made by management in applying the expected credit losses ("ECL") methodology are:
| a) | The macroeconomic information used to gauge the determination of the probability weights to be given in the different macroeconomic scenarios and the respective weights; |
| c) | Definition of significant increase in credit risk and credit card lifetime; and |
| d) | Look-back period, used for parameters estimation (probability of default - PD, exposure at default - EAD and loss given default - LGD). |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
Sensitivity analysis
On December 31, 2025, the ECL for credit card receivables and loans to customers totaled US$5,021,996, of which US$3,528,001 related to credit card receivables and US$1,493,995 to loans to customers. The ECL is sensitive to the methodology, assumptions and estimations underlying its calculation. One key assumption is the probability weighting of the macroeconomic scenarios between upside, base and downside as the carrying amount of the expected credit loss is determined based on the weighted average of these scenarios. Such weightings reflect management's perception about the current and future expectations of the macroeconomic environment in each of the geographies the Group operates. The table below illustrates the ECL based on the weighted average of these three macroeconomic scenarios and the ECL that would have arisen if management had applied a 100% weighting to each macroeconomic scenario.
| Schedule of sensitivity analysis | | | | | | | | |
| | | Weighted average | | Upside | | Base case | | Downside |
| | | | | | | | | |
| Credit card and loan ECL | | 5,021,996 | | 4,708,093 | | 4,957,850 | | 5,403,461 |
Key elements for estimates
The estimate that has a significant risk of resulting in a significant adjustment to the amount of expected credit losses is:
| a) | The relationship of the observed losses and the past macroeconomic scenarios. |
| b) | Goodwill impairment analysis |
For the purposes of impairment testing, goodwill was allocated to the investment activities cash-generating unit ("CGU"). Impairment tests were performed on September 30, 2025 and no adjustment to the recoverable amount for the goodwill was recorded since the recoverable amounts of CGU were determined to be higher than its carrying amount. Up to December 31, 2025, no events or circumstances that could be indicators of impairment were identified.
The recoverable amounts for the CGU have been calculated based on their value in use, determined by discounting the future cash flows expected to be generated from the continuing use of the CGUs’ assets and their ultimate disposal.
Key areas of judgment
The values assigned to the key assumptions represent management’s assessment of future trends in the relevant sector and have been based on historical data from both external and internal sources.
The discount rate used was the cost of equity for business in Brazil where the activities from the acquired entities are concentrated. Cash flow projections for the Investments activities CGU were included in the discounted cash flow model. A long-term growth rate was used to extrapolate the cash flows beyond these periods. The growth rate into perpetuity has been determined as the currently expected long term inflation rate for Brazil.
Revenue growth was projected considering the average growth levels experienced over the past five years and the estimated growth for the next five years. Budgeted profit before taxes, depreciation and amortization was based on expectations of future outcomes considering past experience, adjusted for the anticipated revenue growth. These key assumptions may change as economic and market conditions change.
The estimated recoverable amount of all CGUs exceeded their carrying amount on September 30, 2025. The carrying amount and main assumptions used in determining the recoverable amounts are:
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
| Schedule of estimated recoverable amount | | | | | | | | |
| CGU | | Carrying amount
(US$ million) | | Goodwill (US$ million) | | Discount rate (%) | | Growth rate (%) |
| | | | | | | | | |
| Investments activities CGU | | 567 | | 348 | | 16.51 | |
| c) | Provisions and contingent liabilities |
The Group and its subsidiaries are parties to provisions and contingent liabilities. Provisions are recognized for all cases representing reasonably estimated probable losses. The assessment of the likelihood of loss considers available evidence, the hierarchy of laws, former court decisions, and their legal significance, as well as legal counsel’s opinion.
The provision represents management’s best estimate of the Group’s future liability in respect of civil and labor complaints. Significant judgment by management is required in determining appropriate assumptions, which include the level of complaints expected to be received, of those, the number that will be upheld, and redressed (reflecting legal and regulatory responsibilities, including the determination of liability and the effect of the time bar). The complexity of such matters often requires the input of specialist professional advice in making assessments to produce estimates.
The amount that is recognized as a provision can also be susceptible to the assumptions made in calculating it. This gives rise to a broad range of potential outcomes that require judgment in determining an appropriate provision level. The Group believes its valuation methods of contingent liabilities are appropriate and consistent through the periods.
| d) | Fair value of financial instruments |
The fair value of financial instruments, that can include derivatives that are not traded in active markets and convertible embedded derivatives, is calculated by the Group by using valuation techniques based on assumptions that consider market information and conditions.
The degree of management judgment involved in determining the fair value of a financial instrument is dependent upon the availability of quoted prices in active markets or observable market parameters. When quoted prices and observable data in active markets are not fully available, management judgment is necessary to estimate fair value.
Changes in market conditions, such as reduced liquidity in the capital markets or changes in secondary market activities, may reduce the availability and reliability of quoted prices or observable data used to determine fair value. Management’s significant judgment may be required to determine whether certain financial instruments measured at fair value are classified as Level 2 or Level 3. For this determination, the Group considers all available information that market participants use to measure the fair value of the financial instrument, including observable market data, indications of market liquidity and orderliness, and the understanding of the valuation techniques and significant inputs used.
Based upon the specific facts and circumstances of each instrument or instrument category, judgments are made regarding the significance of the Level 3 inputs to the instruments’ fair value measurement in its entirety. If Level 3 inputs are considered significant, the instrument is classified as Level 3. The process for determining fair value using unobservable inputs is generally more subjective and involves a high degree of management judgment and assumptions.
More information about the significant unobservable inputs and other information are disclosed in note 29.
| d) | Investments in associates |
Judgment by Management is required in determining if Nu has significant influence, which is characterized by representation on the Board of Directors, participation in decisions about dividends or other distributions and provision of essential technical information.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
6. Income and related expenses
a) Interest income and gains net of losses on financial instruments
| Schedule of interest income and gains (losses) on financial instruments | | | | | |
| | | |
| | 2025 | | 2024 | | 2023 |
| | | | | | |
| Interest income – credit card | 4,597,770 | | 3,802,366 | | 2,521,892 |
| Interest income – loan | 4,784,263 | | 3,038,663 | | 1,650,321 |
| Interest income – other assets at amortized cost | 2,284,594 | | 1,278,980 | | 851,237 |
| Interest income – other receivables | 361,675 | | 324,196 | | 398,536 |
| Interest income and gains net of losses - financial instruments at fair value | 1,359,548 | | 1,287,991 | | 973,029 |
| Other income at fair value | 46,833 | | (101,153) | | 44,697 |
| Total interest income and gains net of losses on financial instruments | 13,434,683 | | 9,631,043 | | 6,439,712 |
The interest income presented above from credit card, loan, other assets at amortized cost and other receivables represents interest revenue calculated using the effective interest method. Financial instruments at fair value comprise interest and the fair value changes on financial instruments carried at fair value.
b) Fee and commission income
| Schedule of fee and commission income | | | | | |
| | | |
| | 2025 | | 2024 | | 2023 |
| | | | | | |
| Credit and prepaid card income | 1,720,278 | | 1,380,577 | | 1,187,857 |
| Late fees | 385,005 | | 287,483 | | 180,688 |
| Insurance commission | 35,530 | | 29,098 | | 24,394 |
| Other fee and commission income | 199,245 | | 188,874 | | 196,325 |
| Total fee and commission income | 2,340,058 | | 1,886,032 | | 1,589,264 |
Fee and commission income are presented by fee types that reflect the nature of the services offered by the Group.
c) Interest and other financial expenses
| Schedule of interest and other financial expenses | | | | | |
| | | |
| | 2025 | | 2024 | | 2023 |
| | | | | | |
| Interest expense on deposits | 3,876,544 | | 2,342,227 | | 1,723,839 |
| Interest expenses on repurchases agreements, borrowings and financing | 429,693 | | 259,430 | | 136,423 |
| Other interest and similar expenses | 272,443 | | 233,202 | | 176,663 |
| Interest and other financial expenses | 4,578,680 | | 2,834,859 | | 2,036,925 |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
d) Transactional expenses
| Schedule of transactional expenses | | | | | |
| | | |
| | 2025 | | 2024 | | 2023 |
| | | | | | |
| Payments and network costs (i) | 107,619 | | 83,573 | | 76,152 |
| Rewards expenses | 138,169 | | 68,500 | | 58,304 |
| Financial system expenses | 15,510 | | 14,995 | | 23,063 |
| Other transactional expenses | 104,885 | | 93,256 | | 58,411 |
| Total transactional expenses | 366,183 | | 260,324 | | 215,930 |
(i) The "Bank slip costs" and "Credit and prepaid card network costs" lines were previously presented separately but have been consolidated into a single line titled "Payments and network costs."
Transactional expenses comprise costs and expenses related to data processing for transactions, payment network license fees, chargeback losses relating to credit and prepaid card transactions, fulfillment costs relating to the rewards program upon point redemption by customers, and other payment-related costs.
Payments and network costs represent costs associated with bank slip processing fees, fees paid to Mastercard and other card programs. These include fees for network access, data reporting, development of new functionalities, operational fixed fees, royalties and bank slip issuance.
Rewards expenses represent costs associated with Nu’s customer rewards programs, including expenses incurred upon redemption to reward points.
Financial system expenses include financial infrastructure services related to clearing houses, custody, brokerage, and other related costs.
7. Expected credit loss
| Schedule of credit loss allowance expenses | | | | | |
| | 2025 | | 2024 | | 2023 |
| | | | | | |
| Net increase of expected credit loss - Credit card receivables (note 13) | 2,675,197 | | 2,211,862 | | 1,849,706 |
| Recovery | (312,947) | | (192,415) | | (158,747) |
| Expected credit loss - Credit card receivables | 2,362,250 | | 2,019,447 | | 1,690,959 |
| | | | | | |
| Net increase of credit expected loss - Loan to customers (note 14) | 1,999,646 | | 1,257,358 | | 634,356 |
| Recovery | (183,235) | | (107,646) | | (43,683) |
| Expected credit loss - Loan to customers | 1,816,411 | | 1,149,712 | | 590,673 |
| | | | | | |
| Expected credit loss - Others | 26,215 | | (176) | | 3,586 |
| Total | 4,204,876 | | 3,168,983 | | 2,285,218 |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
8. Operating (expenses) income
| Schedule of operating expenses | | | | | | | | | | | |
| | 2025 |
| | Customer support and operations | | General and administrative expenses | | Marketing expenses | | Other expenses | | Other income | | Total |
| | | | | | | | | | | | |
| Infrastructure and data processing costs | (247,295) | | (254,920) | | - | | - | | - | | (502,215) |
| Credit analysis and collection costs | (127,977) | | (32,680) | | - | | - | | - | | (160,657) |
| Customer services | (87,384) | | (5,155) | | - | | - | | - | | (92,539) |
| Salaries and associated benefits | (77,729) | | (409,300) | | (19,809) | | - | | - | | (506,838) |
| Credit and prepaid card issuance costs | (44,941) | | (55,621) | | - | | - | | - | | (100,562) |
| Share-based compensation (note 10) | (5,845) | | (313,949) | | (9,662) | | - | | - | | (329,456) |
| Specialized services expenses | - | | (102,461) | | - | | - | | - | | (102,461) |
| Other personnel costs | (22,988) | | (70,144) | | (2,243) | | - | | - | | (95,375) |
| Depreciation and amortization | (37,471) | | (60,497) | | - | | - | | - | | (97,968) |
| Branding and advertising | - | | - | | (271,108) | | - | | - | | (271,108) |
| Taxes on financial income | - | | - | | - | | (442,289) | | - | | (442,289) |
| Others | (130) | | (115,733) | | - | | (65,653) | | 130,090 | | (51,426) |
| Total | (651,760) | | (1,420,460) | | (302,822) | | (507,942) | | 130,090 | | (2,752,894) |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
| | | | | | | | | | | | |
| | 2024 |
| | Customer support and operations | | General and administrative expenses | | Marketing expenses | | Other expenses | | Other income | | Total |
| | | | | | | | | | | | |
| Infrastructure and data processing costs | (233,845) | | (195,064) | | — | | — | | — | | (428,909) |
| Credit analysis and collection costs | (111,864) | | (35,994) | | — | | — | | — | | (147,858) |
| Customer services | (92,615) | | (6,342) | | — | | — | | — | | (98,957) |
| Salaries and associated benefits | (74,253) | | (349,910) | | (18,310) | | — | | — | | (442,473) |
| Credit and prepaid card issuance costs | (31,403) | | (43,653) | | - | | — | | — | | (75,056) |
| Share-based compensation (note 10) | (12,055) | | (351,431) | | (9,183) | | — | | — | | (372,669) |
| Specialized services expenses | — | | (77,231) | | - | | — | | — | | (77,231) |
| Other personnel costs | (21,018) | | (53,839) | | (2,201) | | — | | — | | (77,058) |
| Depreciation and amortization | (27,485) | | (49,643) | | - | | — | | — | | (77,128) |
| Branding and advertising | — | | — | | (216,702) | | — | | — | | (216,702) |
| Taxes on financial income | — | | — | | — | | (341,990) | | — | | (341,990) |
| Others | (105) | | (92,979) | | — | | (64,637) | | 56,041 | | (101,680) |
| Total | (604,643) | | (1,256,086) | | (246,396) | | (406,627) | | 56,041 | | (2,457,711) |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
| | | | | | | | | | | | |
| | 2023 |
| | Customer support and operations | | General and administrative expenses | | Marketing expenses | | Other expenses | | Other income | | Total |
| | | | | | | | | | | | |
| Infrastructure and data processing costs | (186,651) | | (174,557) | | — | | — | | — | | (361,208) |
| Credit analysis and collection costs | (89,293) | | (41,316) | | — | | — | | — | | (130,609) |
| Customer services | (80,866) | | (7,491) | | — | | — | | — | | (88,357) |
| Salaries and associated benefits | (72,478) | | (300,559) | | (20,994) | | — | | — | | (394,031) |
| Credit and prepaid card issuance costs | (27,137) | | (55,396) | | — | | — | | — | | (82,533) |
| Share-based compensation (note 10) | (2,770) | | (251,769) | | (1,075) | | — | | — | | (255,614) |
| Specialized services expenses | — | | (61,404) | | — | | — | | — | | (61,404) |
| Other personnel costs | (15,675) | | (46,251) | | (2,298) | | — | | — | | (64,224) |
| Depreciation and amortization | (13,072) | | (49,823) | | — | | — | | — | | (62,895) |
| Branding and advertising | — | | — | | (138,656) | | — | | — | | (138,656) |
| Taxes on financial income | — | | — | | — | | (229,726) | | — | | (229,726) |
| Others | (140) | | (53,724) | | (7,999) | | (48,458) | | 27,753 | | (82,568) |
| Total | (488,082) | | (1,042,290) | | (171,022) | | (278,184) | | 27,753 | | (1,951,825) |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
Infrastructure and data processing costs include technology, non-capitalized software costs, and other related costs, primarily related to the cloud infrastructure used by the Group and other software used in the service of the customers. These costs associated exclusively with customer’s transactions are presented as “Customer support and operations” and the remaining costs as “General and Administrative expenses”. The software costs related to developing new modules are recognized as intangible assets.
Credit analysis and collection costs include fees paid to the credit bureaus and costs related to collection agencies. The credit analysis costs associated with the initial credit analysis of an applicant is presented as “General and administrative expenses” and the remaining is presented as “Customer support and operations”.
Customer services primarily include costs with customer services provided by service providers. These costs, exclusively related to acquisition of new clients, are presented as “General and administrative expenses” and all others are presented as “Customer support and operations”.
Salaries and associated benefit expenses for customer services employees not associated with the acquisition of new clients is presented as “Customer support and operations” and salaries and associated benefit expenses for marketing employees is presented as “Marketing expenses”. All activities from other employees and the activities related to acquisition of new clients performed by customer service employees is presented as “General and administrative expenses”.
Credit and prepaid card issuance costs include printing, packing, shipping and other costs. Costs related to the first issued card to a customer are initially recorded as a “Deferred expenses” asset included in “Other assets” and then amortized. The amortization related to the first card of the customer is presented as “General and administrative expenses” and the remaining costs, including the ones related to subsequent cards, are presented as “Customer support and operations”.
Taxes on financial income include federal taxes on financial revenue, such as interest income and gains on financial instruments and similar financial activities according to Brazilian tax rules.
Other income primarily relates to foreign exchange gains and losses on foreign transactions and monetary adjustments on recoverable taxes.
9. Earnings per share
| Schedule of earning per share | | | | | |
| | | | |
| | 2025 | | 2024 | | 2023 |
| | | | | | |
| Earnings attributable to shareholders of the parent company | 2,868,892 | | 1,972,112 | | 1,030,530 |
| Weighted average outstanding shares - ordinary shares - basic (thousands) | 4,832,944 | | 4,792,081 | | 4,738,841 |
| Adjustment for the diluted earnings per share: | | | | | |
| Share based payment | 69,407 | | 92,235 | | 112,823 |
| Business acquisition | 5,001 | | 4,602 | | 5,915 |
| Total weighted average of ordinary outstanding shares for diluted EPS (in thousands of shares) | 4,907,352 | | 4,888,918 | | 4,857,579 |
| Earnings per share – basic (US$) | 0.5936 | | 0.4115 | | 0.2175 |
| Earnings per share – diluted (US$) | 0.5846 | | 0.4034 | | 0.2121 |
| Antidilutive instruments not considered in the weighted number of shares (in thousands of shares) | 12,605 | | 2,808 | | 4,143 |
The Company has instruments that will become common shares upon exercise, acquisition, conversion (SOPs and RSUs described in note 10), or satisfaction of specific business combination conditions. The effects of the potentially dilutive instruments were calculated using the treasury stock method and are included in the total weighted average of ordinary outstanding shares for diluted earnings per share (“EPS”) if the effects are considered dilutive. The antidilutive instruments not considered in the weighted number of shares correspond to the total number of shares that could be converted into ordinary shares that would be issued on conversion of those instruments. Instruments are considered antidilutive if the average market value of ordinary shares during the period is less than the average value of the assumed proceeds (fair value of services that will be recognized as a cost in future periods plus exercise price multiplied by the number of options and shares to be issued on exercise of the options).
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
10. Share-based payments
Share-settled awards
The Group’s employee incentives include share settled awards in the form of stock, offering them the opportunity to purchase ordinary shares by exercising options (Stock Options – “SOPs”), receiving ordinary shares (Restricted Stock Units – “RSUs”) upon vesting, and receiving shares upon the achievement of market conditions and passage of time ("Awards").
The cost of the employee services received with respect to those share-based compensation payments is recognized in the statement of income over the period that the employee provides services and according to the vesting conditions. The Group also issued Awards in 2020 that grant shares upon the achievement of market conditions related to the valuation of the Company. RSUs incentive was implemented in 2020 and is the main incentive since then.
The terms and conditions of the RSUs plans require the Group to withhold shares from the settlement to its employees to settle the employee’s tax obligation. Accordingly, the Group settles the transaction on a net basis by withholding the number of shares with a fair value equal to the monetary value of the employee’s tax obligation and issues the remaining shares to the employee on the vesting date. The employee’s tax obligation associated with the RSUs is calculated substantially based on the expected employee's personal tax rate and the fair value of the shares on the vesting date. In addition, for the countries where the Group is required to pay taxes and social security taxes over vested RSUs, the Group recognizes expenses related to corporate and social security taxes on the applicable awards, calculated mainly by applying the tax rates to the fair value of the ordinary shares at the reporting dates, and presents them as "Share-based compensation" between "Customer support and operations", "General and administrative expenses" and "Marketing expenses" in the consolidated statements of profit or loss.
There were no changes to the terms and conditions of the SOPs and RSUs after the grant date. The changes in the number of SOPs and RSUs are as follows. WAEP is the weighted average exercise price and WAGDFV is the weighted average fair value at the grant date.
| Schedule of changes in the number of SOPs and RSUs | | | | | | | | | | | |
| SOPs | 2025 | | WAEP (US$) | | 2024 | | WAEP (US$) | | 2023 | | WAEP (US$) |
| | | | | | | | | | | | |
| Outstanding on January 1 | 35,937,918 | | 1.58 | | 59,942,062 | | 1.04 | | 101,276,327 | | 0.72 |
| Exercised during the year | (14,110,158) | | 1.32 | | (23,795,083) | | 0.15 | | (39,100,504) | | 0.21 |
| Forfeited during the year | (8,564) | | | | (209,061) | | | | (2,233,761) | | |
| Outstanding on December 31 | 21,819,196 | | 1.80 | | 35,937,918 | | 1.58 | | 59,942,062 | | 1.04 |
| Exercisable on December 31 | 21,819,196 | | 1.80 | | 35,771,297 | | 1.58 | | 53,561,964 | | 0.94 |
| RSUs | 2025 | | WAGDFV (US$) | | 2024 | | WAGDFV (US$) | | 2023 | | WAEP (US$) |
| | | | | | | | | | | | |
| Outstanding on January 1 | 59,915,454 | | 7.92 | | 66,512,061 | | 5.66 | | 72,401,895 | | 5.46 |
| Granted during the year | 37,616,075 | | 11.91 | | 27,823,420 | | 11.33 | | 35,823,472 | | 4.97 |
| Vested during the year | (33,525,131) | | 7.85 | | (29,598,948) | | 6.22 | | (29,212,440) | | 4.45 |
| Forfeited during the year | (10,917,984) | | | | (4,821,079) | | | | (12,500,866) | | |
| Outstanding on December 31 | 53,088,414 | | 10.54 | | 59,915,454 | | 7.92 | | 66,512,061 | | 5.66 |
The following tables present the total amount of share-based compensation expense and the provision for taxes for the years ended December 31, 2025, 2024 and 2023.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
| Schedule of share-based compensation expense | | | | | |
| | 2025 | | 2024 | | 2023 |
| | | | | | |
| SOP and RSU expenses and associated corporate and social security taxes expenses | 352,828 | | 393,788 | | 256,103 |
| RSUs and SOPs grant - business combination | 3,570 | | 5,480 | | 13,400 |
| Awards expenses and related taxes | 2,575 | | 8,936 | | 19,814 |
| Fair value adjustment - hedge of corporate and social security taxes (note 20) | (29,517) | | (35,535) | | (33,703) |
| Total share-based compensation expenses (note 8) | 329,456 | | 372,669 | | 255,614 |
| | | | | | |
| Equity share-based compensation, net of shares withheld for employee taxes | 122,175 | | 170,252 | | 160,309 |
| | | | | | |
| | 2025 | | 2024 | | 2023 |
| | | | | | |
| Liability provision for taxes presented as salaries, allowances and social security contributions | 109,855 | | 88,139 | | 66,075 |
In 2025 and 2024, there were no SOPs granted. The following table presents additional information relating to the SOP characteristics and the valuation model:
The following table presents additional information related to the RSUs and Awards characteristics and the valuation model:
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
11. Cash and cash equivalents
| Schedule of cash and cash equivalents | | | |
| | 2025 | | 2024 |
| | | | |
| Deposits at central banks | 8,640,241 | | 4,781,039 |
| Reverse repurchase agreement | 3,611,526 | | 2,291,807 |
| Bank balances | 2,098,976 | | 1,943,399 |
| Short-term investments | 652,900 | | 169,488 |
| Other cash and cash equivalents | — | | 9 |
| Total | 15,003,643 | | 9,185,742 |
Cash and cash equivalents are held to meet short-term cash needs and include deposits with banks and other short-term highly liquid investments with original maturities of three-months or less and with an immaterial risk of change in value.
Deposits at central banks are deposits made by the Brazilian, Colombian and Mexican subsidiaries at the local central banks. In Brazil, the average rate of remuneration was 100.0% of the Brazilian CDI rate (Interbank Reference Rate - Certificado de Depósito Interbancário) as of December 31, 2025 and December 31, 2024, with daily maturity. In Colombia and Mexico, deposits held at the local central bank are not remunerated.
Reverse repurchase agreements are mainly in Mexican pesos, using government bonds as collateral. The agreements are executed overnight with an average fixed rate of 8.3% per year as of December 31, 2025 (10.3% per year as of December 31, 2024).
Short-term investments are mainly in U.S. dollars and remunerated by a fixed-rate index averaging 3.6% per year as of December 31, 2025 (as of December 31, 2024, the amount was mainly in Brazilian Reais and the average rate of remuneration was 100.0% of the Brazilian CDI rate).
12. Securities
a) Financial instruments at fair value through profit and loss ("FVTPL")
| Schedule of financial instruments FVTPL | | | | | | | | | | | |
| | 2025 | | 2024 |
| | | | | | Maturities | | |
| Financial instruments at FVTPL | Gross Book Value (i) | | Fair Value | | No maturity | | Up to 12 months | | Over 12 months | | Fair Value |
| | | | | | | | | | | | |
| Government bonds | | | | | | | | | | | |
| Latin America | 175,744 | | 175,302 | | - | | - | | 175,302 | | 492,552 |
| Total government bonds | 175,744 | | 175,302 | | - | | - | | 175,302 | | 492,552 |
| | | | | | | | | | | | |
| Corporate bonds and other instruments | | | | | | | | | | | |
| Bill of credit (LC) | 3 | | 3 | | - | | 2 | | 1 | | 10 |
| Certificate of bank deposits | 5,265 | | 5,241 | | - | | 3,234 | | 2,007 | | 1,365 |
| Real estate and agribusiness letter of credit | 607 | | 606 | | - | | 482 | | 124 | | 1,283 |
| Corporate bonds and debentures | 3,247 | | 3,249 | | - | | 2 | | 3,247 | | 5,904 |
| Equity instrument (ii) | 22,109 | | 27,120 | | 27,120 | | - | | - | | 12,900 |
| Investment funds | 29,517 | | 29,517 | | 29,517 | | - | | - | | 100,199 |
| Notes | 817,431 | | 818,885 | | - | | 818,885 | | - | | 51,029 |
| Total corporate bonds and other instruments | 878,179 | | 884,621 | | 56,637 | | 822,605 | | 5,379 | | 172,690 |
| Total financial instruments at FVTPL | 1,053,923 | | 1,059,923 | | 56,637 | | 822,605 | | 180,681 | | 665,242 |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
| (i) | The Gross Book Value represents the gross carrying amount of the financial instruments. For the purposes of these Financial Statements, Gross Book Value is defined as the sum of the principal amount and accrued interest as of the reporting date, before any deductions for impairment, provisions, or other adjustments. |
| (ii) | Refers mainly to an investment in Jupiter, a neobank for consumers in India, an investment in Din Global ("dBank"), a Pakistani fintech company and in Tempo Labs Inc, a North American fintech. As of December 31, 2025, the total fair value of these investments corresponded to US$26,700 (US$12,900 as of December 31, 2024), classified as level 3 in the fair value hierarchy, as described in note 29. |
| Schedule of financial instruments currency | | | | | | | |
| | 2025 | | 2024 |
| | Amounts in | | Amounts in |
| Financial instruments at FVTPL | Original Currency | | US$ | | Original Currency | | US$ |
| | | | | | | | |
| Currency: | | | | | | | |
| Brazilian Reais | 1,177,913 | | 214,337 | | 3,691,084 | | 597,882 |
| U.S. Dollars | 831,385 | | 831,385 | | 54,460 | | 54,460 |
| Others (ii) | 1,260,835 | | 14,200 | | 1,103,724 | | 12,900 |
| Total | | | 1,059,923 | | | | 665,242 |
b) Financial instruments at fair value through other comprehensive income ("FVTOCI")
| Schedule of financial instruments FVTOCI | | | | | | | | | | | |
| | 2025 | | 2024 |
| | | | | | Maturities | | |
| Financial instruments at FVTOCI | Gross Book Value (i) | | Fair Value | | No maturity | | Up to 12 months | | Over 12 months | | Fair Value |
| | | | | | | | | | | | |
| Government bonds (ii) | | | | | | | | | | | |
| Latin America | 11,518,870 | | 11,525,845 | | - | | 1,215,233 | | 10,310,612 | | 8,279,684 |
| North America | - | | - | | - | | - | | - | | 177,006 |
| Total government bonds | 11,518,870 | | 11,525,845 | | - | | 1,215,233 | | 10,310,612 | | 8,456,690 |
| | | | | | | | | | | | |
| Corporate bonds and other instruments | | | | | | | | | | | |
| Certificate of bank deposits | 210,971 | | 211,471 | | - | | 16,036 | | 195,435 | | - |
| Corporate bonds and debentures | 206,190 | | 183,143 | | - | | 74,941 | | 108,202 | | 1,120,206 |
| Investment funds | 41,173 | | 41,600 | | 41,600 | | - | | - | | 23,221 |
| Time deposit | 187,693 | | 187,683 | | - | | 180,378 | | 7,305 | | 303,970 |
| Real estate and agribusiness certificate of receivables | 7,332 | | 7,334 | | - | | - | | 7,334 | | 9,430 |
| Total corporate bonds and other instruments | 653,359 | | 631,231 | | 41,600 | | 271,355 | | 318,276 | | 1,456,827 |
| Total financial instruments at FVTOCI | 12,172,229 | | 12,157,076 | | 41,600 | | 1,486,588 | | 10,628,888 | | 9,913,517 |
| (i) | The Gross Book Value represents the gross carrying amount of the financial instruments. For the purposes of these Financial Statements, Gross Book Value is defined as the sum of the principal amount and accrued interest as of the reporting date, before any deductions for impairment, provisions, or other adjustments. |
| (ii) | As of December 2025, the balance of government securities held by the subsidiaries for regulatory purposes, as required by the Central Bank of Brazil was zero (US$51,128 as of December 31, 2024). The Group has opted to maintain only compulsory reserves at the Central Bank of Brazil (see Note 15) to meet these regulatory requirements. It also includes government and time deposits securities margins pledged by the Group for transactions on the stock exchange in the amount of US$297,274 (US$350,193 as of December 31, 2024). Government bonds are classified as Level 1 in the fair value hierarchy, as described in note 29. |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
| Schedule of financial instruments FVTOCI currency | | | | | | | |
| | 2025 | | 2024 |
| | Amounts in | | Amounts in |
| Financial instruments at FVTOCI | Original Currency | | US$ | | Original Currency | | US$ |
| | | | | | | | |
| Currency: | | | | | | | |
| Brazilian Reais | 58,240,612 | | 10,597,681 | | 56,819,567 | | 9,203,636 |
| U.S. Dollars | 187,683 | | 187,683 | | 262,699 | | 262,699 |
| Mexican Pesos | 4,003,565 | | 222,321 | | 8,729,908 | | 419,159 |
| Colombian Pesos | 4,338,625,279 | | 1,149,390 | | 123,458,969 | | 28,023 |
| Total | | | 12,157,076 | | | | 9,913,517 |
The Group has corporate bonds and debentures classified as FVTOCI, for which it has recorded an ECL movement for the year ended December 31, 2025, in the amount of US$25,445 (US$ 541 as of December 31, 2024).
The following table shows reconciliations from the opening to the closing balance of the expected credit loss by the stages during the year ended on December 31, 2025. There was no transfer between stages during the year ended on December 31, 2024 and 2023 all the exposure was classified as Stage 1.
| Schedule of expected credit loss | | | | | | | |
| | 2025 |
| | Stage 1 | | Stage 2 | | Stage 3 | | Total |
| | | | | | | | |
| Loss allowance of financial assets at FVTOCI at beginning of year | 1,869 | | — | | — | | 1,869 |
| Net increase of loss allowance | (541) | | — | | 25,986 | | 25,445 |
| Other movements, primarily net drawdowns/repayments and net remeasurement from movements between stages and between risk bands within each stage | (541) | | — | | 25,986 | | 25,445 |
| Effect of changes in exchange rates (OCI) | (4) | | — | | (1,534) | | (1,538) |
| Loss allowance of financial assets at FVTOCI at end of the year | 1,324 | | — | | 24,452 | | 25,776 |
c) Financial instruments at amortized cost
| Schedule of financial instruments at amortized cost | | | | | | | | | |
| | 2025 | | 2024 |
| | | | Maturities | | |
| Financial instruments at amortized cost | Carrying amount | | No maturity | | Up to 12 months | | Over 12 months | | Carrying amount (i) |
| | | | | | | | | | |
| Government bonds (i) | | | | | | | | | |
| Latin America (ii) | 1,089,695 | | - | | 998,405 | | 91,290 | | 544,896 |
| Europe | 1,053,194 | | - | | 580,586 | | 472,608 | | 197,645 |
| Asia-Pacific | 958,248 | | - | | 268,269 | | 689,979 | | 138,897 |
| Total government bonds | 3,101,137 | | - | | 1,847,260 | | 1,253,877 | | 881,438 |
| | | | | | | | | | |
| Corporate bonds and other instruments | | | | | | | | | |
| Corporate bonds and debentures | 40,367 | | - | | 40,367 | | - | | 3,980 |
| Total sovereign bonds and other instruments | 40,367 | | - | | 40,367 | | - | | 3,980 |
| Total financial instruments at amortized cost | 3,141,504 | | - | | 1,887,627 | | 1,253,877 | | 885,418 |
| (i) | As of December 31, 2025, includes US$899,809 (US$201,494 as of December 31, 2024) held by the subsidiaries as guarantee pledged to the margin loan, see details in note 24. |
| (ii) | Carrying amount of the Latin America government bonds comprises the amortized cost (principal plus accrued interest) adjusted for fair value hedge basis adjustments related to hedged interest rate risk. See note 20. |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
| | 2025 | | 2024 |
| | Amounts in | | Amounts in |
| Financial instruments at amortized cost | Original Currency | | US$ | | Original Currency | | US$ |
| | | | | | | | |
| Currency: | | | | | | | |
| Mexican Pesos | 11,830,793 | | 656,974 | | 7,003,292 | | 336,257 |
| Brazilian Reais | 11,275,922 | | 2,051,809 | | 1,244,752 | | 201,625 |
| Colombian Pesos | 1,633,400,166 | | 432,721 | | 919,186,238 | | 208,639 |
| U.S. Dollars | - | | - | | 138,897 | | 138,897 |
| Total | | | 3,141,504 | | | | 885,418 |
The Group has recorded an ECL in the amount of US$855 as of December 31, 2025 (as of December 31, 2024 the balance was zero) and the exposure was classified as Stage 1. There was no transfer between stages during the years ended on December 31, 2025, 2024 and 2023.
13. Credit card receivables
Composition of receivables
| Schedule of composition of receivables | | | |
| | 2025 | | 2024 |
| | | | |
| Credit Card Receivables | 21,751,226 | | 14,619,312 |
| Total receivables | 21,751,226 | | 14,619,312 |
| | | | |
| Credit card expected credit loss | | | |
| Presented as deduction of receivables | (3,483,322) | | (2,360,036) |
| Presented as "Other liabilities" (note 27) | (44,679) | | (29,490) |
| Total credit card expected credit loss | (3,528,001) | | (2,389,526) |
| Receivables, net | 18,223,225 | | 12,229,786 |
| Total receivables presented as assets | 18,267,904 | | 12,259,276 |
a) Breakdown by maturity
| Schedule of breakdown by maturity | | | | | | | |
| | 2025 | | 2024 |
| | Amount | | % | | Amount | | % |
| | | | | | | | |
| Receivables due in: | | | | | | | |
| Up to 30 days | 8,553,402 | | 39.3% | | 5,988,227 | | 41.0% |
| 30 to 60 days | 3,643,369 | | 16.8% | | 2,497,783 | | 17.1% |
| 60 to 90 days | 2,179,330 | | 10.0% | | 1,405,428 | | 9.6% |
| Over 90 days | 5,000,481 | | 22.9% | | 3,085,206 | | 21.1% |
| Total receivables not overdue | 19,376,582 | | 89.0% | | 12,976,644 | | 88.8% |
| | | | | | | | |
| Receivables overdue by: | | | | | | | |
| Up to 30 days | 584,397 | | 2.7% | | 411,881 | | 2.8% |
| 30 to 60 days | 252,171 | | 1.2% | | 176,988 | | 1.3% |
| 60 to 90 days | 214,144 | | 1.0% | | 147,486 | | 1.0% |
| Over 90 days | 1,323,932 | | 6.1% | | 906,313 | | 6.1% |
| Total receivables overdue | 2,374,644 | | 11.0% | | 1,642,668 | | 11.2% |
| Total | 21,751,226 | | 100.0% | | 14,619,312 | | 100.0% |
Receivables not yet due consist mainly of current receivables and future bill installments ("parcelado") and receivables overdue consist mainly of late balances.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
b) Expected credit loss - by stages
As of December 31, 2025, the credit card ECL totaled US$3,528,001 (US$2,389,526 as of December 31, 2024). The provision is estimated using modeling techniques, consistently applied, and is sensitive to the methods, assumptions, and risk parameters underlying its calculation.
The amount that the expected credit loss represents in comparison to the Group’s gross receivables (the coverage ratio) is also monitored to anticipate trends that could indicate credit risk increases. This metric is considered a key risk indicator and it is monitored across multiple committees, supporting the decision-making process and is discussed in the Group's credit forums.
The explanation of each stage is set out in the Company’s accounting policies, as disclosed in note 4.
| Schedule of credit loss allowance - by stages | | | | | | | | | | | | | | | | | | | |
| | 2025 | | 2024 |
| | Gross Exposures | | % | | Expected credit loss | | % | | Coverage Ratio (%) | | Gross Exposures | | % | | Expected credit loss | | % | | Coverage Ratio (%) |
| | | | | | | | | | | | | | | | | | | | |
| Stage 1 | 17,593,016 | | 80.8% | | 966,831 | | 27.4% | | 5.5% | | 11,849,086 | | 81.1% | | 670,984 | | 28.0% | | 5.7% |
| | | | | | | | | | | | | | | | | | | | |
| Stage 2 | 2,179,810 | | 10.1% | | 856,689 | | 24.3% | | 39.3% | | 1,377,896 | | 9.4% | | 445,996 | | 18.7% | | 32.4% |
| Absolute Trigger (Days late) | 528,694 | | 24.3% | | 327,470 | | 38.2% | | 61.9% | | 349,725 | | 25.4% | | 254,294 | | 57.0% | | 72.7% |
| Relative Trigger (PD deterioration) | 1,651,116 | | 75.7% | | 529,219 | | 61.8% | | 32.1% | | 1,028,171 | | 74.6% | | 191,702 | | 43.0% | | 18.6% |
| | | | | | | | | | | | | | | | | | | | |
| Stage 3 | 1,978,400 | | 9.1% | | 1,704,481 | | 48.3% | | 86.2% | | 1,392,330 | | 9.5% | | 1,272,546 | | 53.3% | | 91.4% |
| Total | 21,751,226 | | 100.0% | | 3,528,001 | | 100.0% | | 16.2% | | 14,619,312 | | 100.0% | | 2,389,526 | | 100.0% | | 16.3% |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
c) Expected credit loss - by credit quality vs. stages
| Schedule of credit loss allowance - by credit quality | | | | | | | | | | | | | | | | | | | |
| | 2025 | | 2024 |
| | Gross Exposures | | % | | Expected credit loss | | % | | Coverage Ratio (%) | | Gross Exposures | | % | | Expected credit loss | | % | | Coverage Ratio (%) |
| | | | | | | | | | | | | | | | | | | | |
| Strong (PD < 5%) | 10,012,573 | | 46.0% | | 204,331 | | 5.8% | | 2.0% | | 6,644,920 | | 45.5% | | 126,401 | | 5.3% | | 1.9% |
| Stage 1 | 10,012,568 | | 100.0% | | 204,331 | | 100.0% | | 2.0% | | 6,628,863 | | 99.8% | | 126,147 | | 99.8% | | 1.9% |
| Stage 2 | 5 | | — | | — | | — | | — | | 16,057 | | 0.2% | | 254 | | 0.2% | | 1.6% |
| | | | | | | | | | | | | | | | | | | | |
| Satisfactory (5% <= PD <= 20%) | 6,766,135 | | 31.1% | | 574,635 | | 16.3% | | 8.8% | | 4,304,062 | | 29.4% | | 324,830 | | 13.6% | | 7.5% |
| Stage 1 | 6,517,743 | | 96.3% | | 553,357 | | 96.2% | | 8.5% | | 4,170,990 | | 96.9% | | 315,603 | | 97.2% | | 7.6% |
| Stage 2 | 248,392 | | 3.7% | | 21,278 | | 3.8% | | 8.6% | | 133,072 | | 3.1% | | 9,227 | | 2.8% | | 6.9% |
| | | | | | | | | | | | | | | | | | | | |
| Higher Risk (PD > 20%) | 4,972,518 | | 22.9% | | 2,749,035 | | 77.9% | | 55.3% | | 3,670,330 | | 25.1% | | 1,938,295 | | 81.1% | | 52.8% |
| Stage 1 | 1,062,705 | | 21.4% | | 209,143 | | 7.7% | | 19.7% | | 1,049,233 | | 28.6% | | 229,234 | | 11.8% | | 21.8% |
| Stage 2 | 1,931,413 | | 38.8% | | 835,411 | | 30.4% | | 43.3% | | 1,228,767 | | 33.5% | | 436,515 | | 22.5% | | 35.5% |
| Stage 3 | 1,978,400 | | 39.8% | | 1,704,481 | | 62.0% | | 86.2% | | 1,392,330 | | 37.9% | | 1,272,546 | | 65.7% | | 91.4% |
| Total | 21,751,226 | | 100.0% | | 3,528,001 | | 100.0% | | 16.2% | | 14,619,312 | | 100.0% | | 2,389,526 | | 100.0% | | 16.3% |
The credit quality classification is grouped in three categories based on its probability of default (PD) at the reporting date, as shown in the table below:
| Schedule of credit quality classification | | | | | | | | |
| | | Stage 1 and 2 | | Stage 3 |
| Default grade | | Probability of default | | Credit quality description | | Probability of default | | Credit quality description |
| 1 | | <1% | | Strong | | - | | - |
| 2 | | 1.0% to 5.0% | | Strong | | - | | - |
| 3 | | 5.0% to 20.0% | | Satisfactory | | - | | - |
| 4 | | 20.0% to 35.0% | | Higher Risk | | - | | - |
| 5 | | >35% | | Higher Risk | | 100% | | Higher Risk |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
d) Expected credit loss - changes
The following tables show the reconciliations from the opening to the closing balance of the expected credit loss by stages of the financial instruments.
| Schedule of credit loss allowance changes | | | | | | | |
| | 2025 |
| | Stage 1 | | Stage 2 | | Stage 3 | | Total |
| | | | | | | | |
| Expected credit loss at beginning of year | 670,984 | | 445,996 | | 1,272,546 | | 2,389,526 |
| Transfers from Stage 1 to Stage 2 | (74,411) | | 74,411 | | - | | - |
| Transfers from Stage 2 to Stage 1 | 128,804 | | (128,804) | | - | | - |
| Transfers to Stage 3 | (126,995) | | (317,367) | | 444,362 | | - |
| Transfers from Stage 3 | 188,299 | | 23,613 | | (211,912) | | - |
| Write-offs | - | | - | | (1,852,246) | | (1,852,246) |
| Net increase of loss allowance (note 7) | 88,477 | | 696,292 | | 1,890,428 | | 2,675,197 |
| New originations (a) | 140,242 | | 28,147 | | 11,603 | | 179,992 |
| Changes in exposure of preexisting accounts (b) | 829,183 | | 30,441 | | (6,182) | | 853,442 |
| Other movements, primarily net drawdowns/repayments and net remeasurement from movements between stages and between risk bands within each stage | (795,441) | | 473,631 | | 1,984,863 | | 1,663,053 |
| Changes to models used in calculation (c) | (85,507) | | 164,073 | | (99,856) | | (21,290) |
| Effect of changes in exchange rates (OCI) | 91,673 | | 62,548 | | 161,303 | | 315,524 |
| Expected credit loss at end of the year | 966,831 | | 856,689 | | 1,704,481 | | 3,528,001 |
| | | | | | | | |
| | 2024 |
| | Stage 1 | | Stage 2 | | Stage 3 | | Total |
| | | | | | | | |
| Expected credit loss at beginning of year | 693,151 | | 477,714 | | 925,404 | | 2,096,269 |
| Transfers from Stage 1 to Stage 2 | (59,159) | | 59,159 | | - | | - |
| Transfers from Stage 2 to Stage 1 | 101,506 | | (101,506) | | - | | - |
| Transfers to Stage 3 | (113,260) | | (259,613) | | 372,873 | | - |
| Transfers from Stage 3 | 65,461 | | 13,879 | | (79,340) | | - |
| Write-offs | - | | - | | (1,374,040) | | (1,374,040) |
| Net increase of loss allowance (note 7) | 141,816 | | 366,762 | | 1,703,284 | | 2,211,862 |
| New originations (a) | 159,762 | | 16,370 | | 11,130 | | 187,262 |
| Changes in exposure of preexisting accounts (b) | 382,216 | | 12,000 | | (5,242) | | 388,974 |
| Other movements, primarily net drawdowns/repayments and net remeasurement from movements between stages and between risk bands within each stage | (351,741) | | 356,617 | | 1,629,416 | | 1,634,292 |
| Changes to models used in calculation (c) | (48,421) | | (18,225) | | 67,980 | | 1,334 |
| Effect of changes in exchange rates (OCI) | (158,531) | | (110,399) | | (275,635) | | (544,565) |
| Expected credit loss at end of the year | 670,984 | | 445,996 | | 1,272,546 | | 2,389,526 |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
| | | | | | | | |
| | 2023 |
| | Stage 1 | | Stage 2 | | Stage 3 | | Total |
| | | | | | | | |
| Expected credit loss at beginning of year | 322,970 | | 254,181 | | 473,517 | | 1,050,668 |
| Transfers from Stage 1 to Stage 2 | (33,880) | | 33,880 | | - | | - |
| Transfers from Stage 2 to Stage 1 | 56,981 | | (56,981) | | - | | - |
| Transfers to Stage 3 | (63,264) | | (170,141) | | 233,405 | | - |
| Transfers from Stage 3 | 15,489 | | 4,693 | | (20,182) | | - |
| Write-offs | - | | - | | (935,283) | | (935,283) |
| Net increase of loss allowance (note 7) | 349,215 | | 381,447 | | 1,119,044 | | 1,849,706 |
| New originations (a) | 157,928 | | 15,748 | | 8,999 | | 182,675 |
| Changes in exposure of preexisting accounts (b) | 275,749 | | 13,706 | | 2,280 | | 291,735 |
| Other movements, primarily net drawdowns/repayments and net remeasurement from movements between stages and between risk bands within each stage | (170,839) | | 310,683 | | 1,087,561 | | 1,227,405 |
| Changes to models used in calculation (c) | 86,377 | | 41,310 | | 20,204 | | 147,891 |
| Effect of changes in exchange rates (OCI) | 45,640 | | 30,635 | | 54,903 | | 131,178 |
| Expected credit loss at end of the year | 693,151 | | 477,714 | | 925,404 | | 2,096,269 |
The "Net increase of loss allowance" is distributed considering the stages at the end of the year, except in (c), which is calculated considering the stages at the beginning of the year.
(a) Considers all accounts originated from the beginning to the end of the year. ECL effects presented in the table were calculated as if risk parameters at the beginning of the year were applied.
(b) Reflects the movements in exposure (both drawdown and undrawn limits) of accounts that existed in the beginning of the year. ECL effects were calculated as if risk parameters of the exposures at the beginning of the year were applied.
(c) Changes to models that occurred during the year include, primarily, the calibration of ECL parameters to reflect more recent risk and recovery data, the changes in the Company's underwriting policies and in the collections strategies.
The following tables present changes in the gross carrying amount of the credit card portfolio to demonstrate the effects of the changes in the loss allowance for the same portfolio as presented above. “Net change of gross carrying amount” includes drawdown, payments, and interest accruals.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
| Schedule of net change of gross carrying amount | | | | | | | |
| | 2025 |
| | Stage 1 | | Stage 2 | | Stage 3 | | Total |
| | | | | | | | |
| Gross carrying amount at beginning of year | 11,849,086 | | 1,377,896 | | 1,392,330 | | 14,619,312 |
| Transfers from Stage 1 to Stage 2 | (981,207) | | 981,207 | | - | | - |
| Transfers from Stage 2 to Stage 1 | 649,661 | | (649,661) | | - | | - |
| Transfers to Stage 3 | (1,017,640) | | (663,386) | | 1,681,026 | | - |
| Transfers from Stage 3 | 212,986 | | 26,716 | | (239,702) | | - |
| Write-offs | - | | - | | (1,852,246) | | (1,852,246) |
| Net change of gross carrying amount | 5,283,151 | | 921,861 | | 815,737 | | 7,020,749 |
| Effect of changes in exchange rates (OCI) | 1,596,979 | | 185,177 | | 181,255 | | 1,963,411 |
| Gross carrying amount at end of the year | 17,593,016 | | 2,179,810 | | 1,978,400 | | 21,751,226 |
| | | | | | | | |
| | 2024 |
| | Stage 1 | | Stage 2 | | Stage 3 | | Total |
| | | | | | | | |
| Gross carrying amount at beginning of year | 11,891,823 | | 1,490,067 | | 1,106,414 | | 14,488,304 |
| Transfers from Stage 1 to Stage 2 | (707,959) | | 707,959 | | - | | - |
| Transfers from Stage 2 to Stage 1 | 465,757 | | (465,757) | | - | | - |
| Transfers to Stage 3 | (805,829) | | (518,848) | | 1,324,677 | | - |
| Transfers from Stage 3 | 98,326 | | 21,770 | | (120,096) | | - |
| Write-offs | - | | - | | (1,374,040) | | (1,374,040) |
| Net change of gross carrying amount | 3,738,093 | | 486,719 | | 763,150 | | 4,987,962 |
| Effect of changes in exchange rates (OCI) | (2,831,125) | | (344,014) | | (307,775) | | (3,482,914) |
| Gross carrying amount at end of the year | 11,849,086 | | 1,377,896 | | 1,392,330 | | 14,619,312 |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
| | | | | | | | |
| | 2023 |
| | Stage 1 | | Stage 2 | | Stage 3 | | Total |
| | | | | | | | |
| Gross carrying amount at beginning of year | 7,750,270 | | 917,178 | | 598,777 | | 9,266,225 |
| Transfers from Stage 1 to Stage 2 | (581,044) | | 581,044 | | - | | - |
| Transfers from Stage 2 to Stage 1 | 307,046 | | (307,046) | | - | | - |
| Transfers to Stage 3 | (554,432) | | (383,006) | | 937,438 | | - |
| Transfers from Stage 3 | 20,523 | | 6,235 | | (26,758) | | - |
| Write-offs | - | | - | | (935,283) | | (935,283) |
| Net change of gross carrying amount | 4,109,980 | | 576,369 | | 462,050 | | 5,148,399 |
| Effect of changes in exchange rates (OCI) | 839,480 | | 99,293 | | 70,190 | | 1,008,963 |
| Gross carrying amount at end of the year | 11,891,823 | | 1,490,067 | | 1,106,414 | | 14,488,304 |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
14. Loans to customers
| Schedule of breakdown of receivables | | | |
| | 2025 | | 2024 |
| | | | |
| Loans to individuals (i) | 10,149,892 | | 5,864,270 |
| Loans to companies | 765,561 | | 252,185 |
| Total loans | 10,915,453 | | 6,116,455 |
| | | | |
| Loan expected credit loss | (1,493,995) | | (794,570) |
| Total | 9,421,458 | | 5,321,885 |
(i) As of December 31, 2025, the balance includes US$ 2,671,654 of secured loans (US$1,387,697 as of December 31, 2024).
a) Breakdown by maturity
The following table shows loans to customers by maturity on December 31, 2025, and 2024, considering each installment individually.
| Schedule of loans to customers by maturity | | | | | | | |
| | 2025 | | 2024 |
| | Amount | | % | | Amount | | % |
| | | | | | | | |
| Loans to customers due in: | | | | | | | |
| Up to 30 days | 1,194,270 | | 10.9% | | 758,514 | | 12.4% |
| 30 to 60 days | 1,005,890 | | 9.2% | | 714,740 | | 11.7% |
| 60 to 90 days | 1,066,604 | | 9.8% | | 579,491 | | 9.5% |
| 90 to 360 days | 4,154,984 | | 38.1% | | 2,361,344 | | 38.6% |
| Over 360 | 3,019,996 | | 27.7% | | 1,460,397 | | 23.9% |
| Total loans to customers not overdue | 10,441,744 | | 95.7% | | 5,874,486 | | 96.1% |
| | | | | | | | |
| Loans to customers overdue by: | | | | | | | |
| Up to 30 days | 156,542 | | 1.4% | | 89,590 | | 1.5% |
| 30 to 60 days | 77,632 | | 0.7% | | 44,183 | | 0.7% |
| 60 to 90 days | 63,641 | | 0.6% | | 33,167 | | 0.5% |
| Over 90 days | 175,894 | | 1.6% | | 75,029 | | 1.2% |
| Total loans to customers overdue | 473,709 | | 4.3% | | 241,969 | | 3.9% |
| Total | 10,915,453 | | 100.0% | | 6,116,455 | | 100.0% |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
b) Expected credit loss - by stages
As of December 31, 2025, the loans to customers ECL totaled US$1,493,995 (US$794,570 as of December 31, 2024). The provision is estimated using modeling techniques, consistently applied, which is sensitive to the methods, assumptions, and risk parameters underlying its calculation.
The amount that the expected credit loss represents in comparison to the Group’s gross receivables (the coverage ratio) is also monitored to anticipate trends that could indicate credit risk increases. This metric is considered a key risk indicator and it is monitored across multiple committees, supporting the decision-making process and is discussed in the Group's credit forums.
The explanation of each stage is set out in the Company's accounting policies, as disclosed in note 4.
| Schedule of credit loss allowance by stages | | | | | | | | | | | | | | | | | | | |
| | 2025 | | 2024 |
| | Gross Exposures | | % | | Expected credit loss | | % | | Coverage Ratio (%) | | Gross Exposures | | % | | Expected credit loss | | % | | Coverage Ratio (%) |
| | | | | | | | | | | | | | | | | | | | |
| Stage 1 | 8,708,434 | | 79.8% | | 467,616 | | 31.3% | | 5.4% | | 4,728,358 | | 77.3% | | 239,306 | | 30.1% | | 5.1% |
| | | | | | | | | | | | | | | | | | | | |
| Stage 2 | 1,527,444 | | 14.0% | | 569,485 | | 38.1% | | 37.3% | | 1,054,416 | | 17.2% | | 325,020 | | 40.9% | | 30.8% |
| Absolute Trigger (Days late) | 307,423 | | 20.1% | | 247,143 | | 43.4% | | 80.4% | | 180,780 | | 17.1% | | 150,723 | | 46.4% | | 83.4% |
| Relative Trigger (PD deterioration) | 1,220,021 | | 79.9% | | 322,342 | | 56.6% | | 26.4% | | 873,636 | | 82.9% | | 174,297 | | 53.6% | | 20.0% |
| | | | | | | | | | | | | | | | | | | | |
| Stage 3 | 679,575 | | 6.2% | | 456,894 | | 30.6% | | 67.2% | | 333,681 | | 5.5% | | 230,244 | | 29.0% | | 69.0% |
| Total | 10,915,453 | | 100.0% | | 1,493,995 | | 100.0% | | 13.7% | | 6,116,455 | | 100.0% | | 794,570 | | 100.0% | | 13.0% |
Credit quality classification is grouped in three categories based on the probability of default (PD) at the reporting date, as shown in the table below:
| Schedule of credit quality classification | | | | | | | | |
| | | Stage 1 and 2 | | Stage 3 |
| Default grade | | Probability of default | | Credit quality description | | Probability of default | | Credit quality description |
| 1 | | <1% | | Strong | | - | | - |
| 2 | | 1.0% to 5.0% | | Strong | | - | | - |
| 3 | | 5.0% to 20.0% | | Satisfactory | | - | | - |
| 4 | | 20.0% to 35.0% | | Higher Risk | | - | | - |
| 5 | | >35% | | Higher Risk | | 100% | | Higher Risk |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
c) Expected credit loss - by credit quality vs stages
| Schedule of credit loss allowance - by credit quality vs stages | | | | | | | | | | | | | | | | | | | |
| | 2025 | | 2024 |
| | Gross Exposures | | % | | Expected credit loss | | % | | Coverage Ratio (%) | | Gross Exposures | | % | | Expected credit loss | | % | | Coverage Ratio (%) |
| | | | | | | | | | | | | | | | | | | | |
| Strong (PD < 5%) | 3,401,763 | | 31.2% | | 41,731 | | 2.8% | | 1.2% | | 1,954,790 | | 31.9% | | 19,761 | | 2.4% | | 1.0% |
| Stage 1 | 3,357,159 | | 98.7% | | 41,546 | | 99.6% | | 1.2% | | 1,883,302 | | 96.3% | | 18,678 | | 94.5% | | 1.0% |
| Stage 2 | 44,604 | | 1.3% | | 185 | | 0.4% | | 0.4% | | 71,488 | | 3.7% | | 1,083 | | 5.5% | | 1.5% |
| | | | | | | | | | | | | | | | | | | | |
| Satisfactory (5% <= PD <= 20%) | 3,756,036 | | 34.4% | | 206,811 | | 13.8% | | 5.5% | | 2,101,425 | | 34.4% | | 113,253 | | 14.3% | | 5.4% |
| Stage 1 | 3,683,259 | | 98.1% | | 203,933 | | 98.6% | | 5.5% | | 1,855,922 | | 88.3% | | 97,439 | | 86.0% | | 5.3% |
| Stage 2 | 72,777 | | 1.9% | | 2,878 | | 1.4% | | 4.0% | | 245,503 | | 11.7% | | 15,814 | | 14.0% | | 6.4% |
| | | | | | | | | | | | | | | | | | | | |
| Higher Risk (PD > 20%) | 3,757,654 | | 34.4% | | 1,245,453 | | 83.4% | | 33.1% | | 2,060,240 | | 33.7% | | 661,556 | | 83.3% | | 32.1% |
| Stage 1 | 1,668,016 | | 44.4% | | 222,137 | | 17.8% | | 13.3% | | 989,134 | | 48.0% | | 123,189 | | 18.6% | | 12.5% |
| Stage 2 | 1,410,063 | | 37.5% | | 566,422 | | 45.5% | | 40.2% | | 737,425 | | 35.8% | | 308,123 | | 46.6% | | 41.8% |
| Stage 3 | 679,575 | | 18.1% | | 456,894 | | 36.7% | | 67.2% | | 333,681 | | 16.2% | | 230,244 | | 34.8% | | 69.0% |
| Total | 10,915,453 | | 100.0% | | 1,493,995 | | 100.0% | | 13.7% | | 6,116,455 | | 100.0% | | 794,570 | | 100.0% | | 13.0% |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
d) Expected credit loss - changes
The following tables show reconciliations from the opening to the closing balance of the expected credit loss by the stages of the financial instruments.
| Schedule of credit loss allowance | | | | | | | |
| | 2025 |
| | Stage 1 | | Stage 2 | | Stage 3 | | Total |
| | | | | | | | |
| Expected credit loss at beginning of year | 239,306 | | 325,020 | | 230,244 | | 794,570 |
| Transfers from Stage 1 to Stage 2 | (16,093) | | 16,093 | | — | | — |
| Transfers from Stage 2 to Stage 1 | 56,024 | | (56,024) | | — | | — |
| Transfers to Stage 3 | (74,683) | | (242,873) | | 317,556 | | — |
| Transfers from Stage 3 | 21,311 | | 13,782 | | (35,093) | | — |
| Write-offs | — | | — | | (1,399,958) | | (1,399,958) |
| Net increase of loss allowance (note 7) | 210,926 | | 473,682 | | 1,315,038 | | 1,999,646 |
| New originations (a) | 950,582 | | 162,313 | | 44,648 | | 1,157,543 |
| Other movements, primarily net drawdowns/repayments and net remeasurement from movements between stages and between risk bands within each stage | (785,247) | | 302,052 | | 1,301,004 | | 817,809 |
| Changes to models used in calculation (b) | 45,591 | | 9,317 | | (30,614) | | 24,294 |
| Effect of changes in exchange rates (OCI) | 30,825 | | 39,805 | | 29,107 | | 99,737 |
| Expected credit loss at end of the year | 467,616 | | 569,485 | | 456,894 | | 1,493,995 |
| | | | | | | | |
| | 2024 |
| | Stage 1 | | Stage 2 | | Stage 3 | | Total |
| | | | | | | | |
| Expected credit loss at beginning of year | 145,341 | | 223,982 | | 142,811 | | 512,134 |
| Transfers from Stage 1 to Stage 2 | (7,427) | | 7,427 | | - | | - |
| Transfers from Stage 2 to Stage 1 | 20,922 | | (20,922) | | - | | - |
| Transfers to Stage 3 | (37,546) | | (137,580) | | 175,126 | | - |
| Transfers from Stage 3 | 9,722 | | 8,738 | | (18,460) | | - |
| Write-offs | - | | - | | (814,913) | | (814,913) |
| Net increase of loss allowance (note 7) | 155,419 | | 310,387 | | 791,552 | | 1,257,358 |
| New originations (a) | 673,604 | | 152,915 | | 33,976 | | 860,495 |
| Other movements, primarily net drawdowns/repayments and net remeasurement from movements between stages and between risk bands within each stage | (518,185) | | 157,472 | | 757,576 | | 396,863 |
| Changes to models used in calculation (b) | - | | - | | - | | - |
| Effect of changes in exchange rates (OCI) | (47,125) | | (67,012) | | (45,872) | | (160,009) |
| Expected credit loss at end of the year | 239,306 | | 325,020 | | 230,244 | | 794,570 |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
| | | | | | | | |
| | 2023 |
| | Stage 1 | | Stage 2 | | Stage 3 | | Total |
| | | | | | | | |
| Expected credit loss at beginning of year | 76,454 | | 148,233 | | 75,536 | | 300,223 |
| Transfers from Stage 1 to Stage 2 | (7,551) | | 7,551 | | - | | - |
| Transfers from Stage 2 to Stage 1 | 16,983 | | (16,983) | | - | | - |
| Transfers to Stage 3 | (20,574) | | (111,067) | | 131,641 | | - |
| Transfers from Stage 3 | 4,117 | | 4,943 | | (9,060) | | - |
| Write-offs | - | | - | | (451,387) | | (451,387) |
| Net increase of loss allowance (note 7) | 68,198 | | 177,680 | | 388,478 | | 634,356 |
| New originations (a) | 385,391 | | 82,037 | | 18,674 | | 486,102 |
| Other movements, primarily net drawdowns/repayments and net remeasurement from movements between stages and between risk bands within each stage | (314,926) | | 100,038 | | 371,982 | | 157,094 |
| Changes to models used in calculation (b) | (2,267) | | (4,395) | | (2,178) | | (8,840) |
| Effect of changes in exchange rates (OCI) | 7,714 | | 13,625 | | 7,603 | | 28,942 |
| Expected credit loss at end of the year | 145,341 | | 223,982 | | 142,811 | | 512,134 |
The "Net increase of loss allowance" is distributed considering the stages at the end of the year, except in (b), which is calculated considering the stages at the beginning of the year.
(a) Considers all accounts originated from the beginning to the end of the year. ECL effects presented in the table were calculated as if risk parameters at the beginning of the year were applied.
(b) Changes to models that occurred during the year include, primarily, the calibration of ECL parameters to reflect more recent risk and recovery data, the changes in the Company's underwriting policies and in the collections strategies.
The following tables present changes in the gross carrying amount of the loan portfolio to demonstrate the effects of the changes in the loss allowance for the same portfolio as discussed above. “Net change of gross carrying amount” includes drawdowns, payments, and interest accruals.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
| Schedule of net change of gross carrying amount includes acquisitions, payments, and interest accruals | | | | | | | |
| | 2025 |
| | Stage 1 | | Stage 2 | | Stage 3 | | Total |
| | | | | | | | |
| Gross carrying amount at beginning of the year | 4,728,358 | | 1,054,416 | | 333,681 | | 6,116,455 |
| Transfers from Stage 1 to Stage 2 | (276,906) | | 276,906 | | — | | — |
| Transfers from Stage 2 to Stage 1 | 321,023 | | (321,023) | | — | | — |
| Transfers to Stage 3 | (557,169) | | (464,610) | | 1,021,779 | | — |
| Transfers from Stage 3 | 26,260 | | 24,590 | | (50,850) | | — |
| Write-offs | — | | — | | (1,399,958) | | (1,399,958) |
| Net increase of gross carrying amount | 3,819,087 | | 820,889 | | 727,986 | | 5,367,962 |
| Effect of changes in exchange rates (OCI) | 647,781 | | 136,276 | | 46,937 | | 830,994 |
| Gross carrying amount at end of the year | 8,708,434 | | 1,527,444 | | 679,575 | | 10,915,453 |
| | | | | | | | |
| | 2024 |
| | Stage 1 | | Stage 2 | | Stage 3 | | Total |
| | | | | | | | |
| Gross carrying amount at beginning of the year | 2,831,131 | | 648,296 | | 234,343 | | 3,713,770 |
| Transfers from Stage 1 to Stage 2 | (72,261) | | 72,261 | | - | | - |
| Transfers from Stage 2 to Stage 1 | 105,872 | | (105,872) | | - | | - |
| Transfers to Stage 3 | (286,753) | | (251,924) | | 538,677 | | - |
| Transfers from Stage 3 | 11,164 | | 9,941 | | (21,105) | | - |
| Write-offs | - | | - | | (814,913) | | (814,913) |
| Net increase of gross carrying amount | 3,103,740 | | 898,618 | | 468,189 | | 4,470,547 |
| Effect of changes in exchange rates (OCI) | (964,535) | | (216,904) | | (71,510) | | (1,252,949) |
| Gross carrying amount at end of the year | 4,728,358 | | 1,054,416 | | 333,681 | | 6,116,455 |
| | | | | | | | |
| | 2023 |
| | Stage 1 | | Stage 2 | | Stage 3 | | Total |
| | | | | | | | |
| Gross carrying amount at beginning of the year | 1,521,040 | | 351,166 | | 104,293 | | 1,976,499 |
| Transfers from Stage 1 to Stage 2 | (81,641) | | 81,641 | | - | | - |
| Transfers from Stage 2 to Stage 1 | 70,293 | | (70,293) | | - | | - |
| Transfers to Stage 3 | (159,879) | | (186,661) | | 346,540 | | - |
| Transfers from Stage 3 | 4,548 | | 5,676 | | (10,224) | | - |
| Write-offs | - | | - | | (451,387) | | (451,387) |
| Net increase of gross carrying amount | 1,311,806 | | 428,807 | | 232,682 | | 1,973,295 |
| Effect of changes in exchange rates (OCI) | 164,964 | | 37,960 | | 12,439 | | 215,363 |
| Gross carrying amount at end of the year | 2,831,131 | | 648,296 | | 234,343 | | 3,713,770 |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
15. Compulsory and other deposits at central banks
| Schedule of compulsory and other deposits at central banks | | | |
| | 2025 | | 2024 |
| | | | |
| Compulsory deposits (i) | 5,687,184 | | 3,833,670 |
| Reserve at central bank - Instant payments (ii) | 3,850,604 | | 2,909,666 |
| Total | 9,537,788 | | 6,743,336 |
| (i) | Compulsory deposits are required by local central banks based on the amount of RDB and CDB held by Nu Financeira and deposits from customers held by Nu Colombia. These resources are remunerated in Brazil by the Brazilian SELIC rate (special settlement and custody system of the BACEN) and for Colombia the compulsory deposits are not remunerated. |
| (ii) | Reserve at central bank - Instant payments relates to cash maintained in the Instant Payments Account, which is required by BACEN to support instant payment operations, including additional funds as a safety margin. These resources are remunerated at the Brazilian SELIC rate. It also includes amount related to the guarantee margin for electronic money deposit. |
16. Other receivables
| Schedule of other receivables | | | |
| | 2025 | | 2024 |
| | | | |
| Other receivables | 1,002,629 | | 1,415,263 |
| Other receivables - ECL | (1,946) | | (1,820) |
| Total | 1,000,683 | | 1,413,443 |
Other receivables are mostly related to credit card receivables acquired from merchant acquirers which are due from credit card issuers (mainly banks and other financial institutions), and measured initially at fair value. Additionally, other receivables are used as underlying collateral in repurchase agreement transactions, as mentioned in note 21. As of December 31, 2024, the balance also included receivables related to the agreement with Mastercard, including incentive mechanisms linked to prepaid and credit card transaction volume performance and other performance obligations. As of December 31, 2025, the total amount of the Group's exposure was classified as Stage 1 Strong (PD<5%), with no transfers between stages for the years ended December 31, 2025 and 2024.
All receivables are classified in stages. The explanation of each stage is set out in the Company's accounting policies, as disclosed in the note 4.
17. Other assets
| Schedule of other assets | | | |
| | 2025 | | 2024 |
| | | | |
| Taxes recoverable (i) | 748,785 | | 254,791 |
| Deferred expenses (ii) | 329,136 | | 218,790 |
| Advances to suppliers and employees | 112,634 | | 80,193 |
| Prepaid expenses (iii) | 92,738 | | 31,143 |
| Judicial deposits | 6,614 | | 5,711 |
| Other Assets | 113,963 | | 72,950 |
| Total | 1,403,870 | | 663,578 |
| (i) | Recoverable taxes refer to overpaid taxes and contributions as well as tax credits on costs and expenses eligible for future offsets or refunds. |
| (ii) | Refers to credit card issuance costs, including printing, packing, and shipping costs, among others. The expenses are amortized based on the card’s estimated useful life methodology, adjusted for any cancellations. |
| (iii) | Prepaid expenses refer to invoices related to the cloud savings plan, in accordance with the supplier contract. |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
18. Investments in associates
| Schedule of investments in associates | | | | | | | | | | | | |
| | | As of December 31, 2025 |
| Company | | Equity interest | | Shareholding interest with voting rights (ii) | | Investment | | Current assets | | Non-current assets | | Current liabilities |
| | | | | | | | | | | | | |
| Tyme (i) | | 18.0% | | — | | 98,702 | | 101,962 | | 325,856 | | 13,536 |
| | | | | | | | | | | | | |
| | | As of December 31, 2024 |
| Company | | Equity interest | | Shareholding interest with voting rights (ii) | | Investment (iii) | | Current assets | | Non-current assets | | Current liabilities |
| | | | | | | | | | | | | |
| Tyme (i) | | 18.0% | | — | | 99,365 | | 1,201 | | 218,846 | | 14,447 |
| Schedule of associates | | | | | |
| | 2025 | | 2024 | | 2023 |
| Share of profit (loss) of associates | (3,689) | | — | | — |
| Associates net income (loss) for the year | (20,496) | | (36,600) | | — |
(i) Tyme is the holding company which has investments in Tyme Bank Holdings (South Africa operation) and Tyme Investments (Southeast Asia operation)
(ii) Nu has no voting rights but all Series D preferred shares acquired by the Group may be converted into shares with voting rights at any time at Nu's election.
The total investment in Tyme Group was US$153,026, of which US$102,391 referred to investments in associates and the remaining is related to derivatives, such as call options and warrants recorded at fair value, enabling Nu to acquire additional equity interest in the future. The derivatives are presented in note 20. During the year ended December 31, 2025 Nu recognized a loss in associates of US$3,689 (in December 31, 2024 and 2023 the balance was zero).
19. Intangibles assets and goodwill
a) Composition of intangible assets and goodwill
(i) Intangible assets
| Schedule of intangible assets | | | | | | | | | | | |
| | 2025 | | 2024 |
| | Cost | | Accumulated amortization | | Net value | | Cost | | Accumulated amortization | | Net value |
| | | | | | | | | | | | |
| Intangibles related to acquisitions | 138,280 | | (78,967) | | 59,313 | | 137,318 | | (58,705) | | 78,613 |
| Internally developed intangibles | 615,295 | | (123,344) | | 491,951 | | 313,983 | | (54,136) | | 259,847 |
| Other intangibles | 77,260 | | (26,855) | | 50,405 | | 29,737 | | (20,581) | | 9,156 |
| Total | 830,835 | | (229,166) | | 601,669 | | 481,038 | | (133,422) | | 347,616 |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
(ii) Goodwill
| Schedule of goodwill | | | |
| | 2025 | | 2024 |
| | Goodwill |
| | | | |
| Acquisition of Nu Investimentos | 348,276 | | 353,405 |
| Other acquisitions | 61,095 | | 60,882 |
| Total | 409,371 | | 414,287 |
b) Changes on intangibles assets and goodwill
| Schedule of changes on intangible assets and goodwill | | | | | | | | | |
| | 2025 |
| | Goodwill | | Intangible assets |
| | | | Intangibles related to acquisitions | | Internally developed intangible | | Other Intangibles | | Total Intangibles |
| | | | | | | | | | |
| Balance at beginning of the year | 414,287 | | 78,613 | | 259,847 | | 9,156 | | 347,616 |
| Additions | 189 | | 962 | | 285,670 | | 44,467 | | 331,099 |
| Disposals | — | | — | | (55,708) | | (4) | | (55,712) |
| Amortization | — | | (17,763) | | (62,503) | | (3,838) | | (84,104) |
| Effect of changes in exchange rates (OCI) | (5,105) | | (2,499) | | 64,645 | | 624 | | 62,770 |
| Balance at end of the year | 409,371 | | 59,313 | | 491,951 | | 50,405 | | 601,669 |
| | 2024 |
| | Goodwill | | Intangible assets |
| | | | Intangibles related to acquisitions | | Internally developed intangible | | Other Intangibles | | Total Intangibles |
| | | | | | | | | | |
| Balance at beginning of the year | 397,538 | | 61,634 | | 224,698 | | 9,549 | | 295,881 |
| Additions | 44,610 | | 27,825 | | 154,583 | | 7,860 | | 190,268 |
| Disposals | - | | - | | (24,748) | | (1,864) | | (26,612) |
| Amortization | - | | (13,320) | | (37,607) | | (5,157) | | (56,084) |
| Effect of changes in exchange rates (OCI) | (27,861) | | 2,474 | | (57,079) | | (1,232) | | (55,837) |
| Balance at end of the year | 414,287 | | 78,613 | | 259,847 | | 9,156 | | 347,616 |
| | 2023 |
| | Goodwill | | Intangible assets |
| | | | Intangibles related to acquisitions | | Internally developed intangible | | Other Intangibles | | Total Intangibles |
| | | | | | | | | | |
| Balance at beginning of the year | 397,397 | | 78,047 | | 84,137 | | 19,980 | | 182,164 |
| Additions | - | | - | | 165,115 | | 45 | | 165,160 |
| Disposals | - | | - | | (23,463) | | (1,369) | | (24,832) |
| Amortization | - | | (14,784) | | (13,949) | | (9,880) | | (38,613) |
| Effect of changes in exchange rates (OCI) | 141 | | (1,629) | | 12,858 | | 773 | | 12,002 |
| Balance at end of the year | 397,538 | | 61,634 | | 224,698 | | 9,549 | | 295,881 |
20. Derivatives
The Group executes transactions with derivative financial instruments, which are intended, in their majority, to meet its own needs to reduce its exposure to market, currency and interest-rate risks. These operations involve a range of derivatives, including Non-Deliverable Forwards (NDFs), options, swaps, and futures.
The derivatives are classified at fair value through profit or loss, except those in cash flow hedge accounting strategies, for which the effective portion of gains or losses on derivatives is recognized directly in other comprehensive income. Management of these risks is conducted through determining limits, and the establishment of operating strategies.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
Hedge accounting is adopted only for forecasted transactions related to the cloud infrastructure, intercompany transactions and certain software licenses used by Nu (hedge of foreign currency risk), to hedge the interest rate risk of certain government bonds, converting fixed-rate returns into floating rates through Interest Rate Swaps (IRS) (fair value hedge) and to hedge the future cash disbursement related to highly probable future transactions and accrued liabilities for corporate and social security taxes at RSU vesting or SOP exercise, as shown below.
| Schedule of derivative fair value through profit or loss and designated as portfolio hedge | | | | | | | | | | | |
| | 2025 | | 2024 |
| | | | Fair values | | | | Fair values |
| | Notional amount | | Assets | | Liabilities | | Notional amount | | Assets | | Liabilities |
| | | | | | | | | | | | |
| Derivatives classified at fair value through profit or loss | | | | | | | | | | | |
| Interest rate contracts – Futures | 13,651 | | - | | 5 | | 347,110 | | 158 | | - |
| Foreign currency exchange rate contracts – Futures | 2,087,756 | | 288 | | 13,259 | | 701,367 | | 61 | | 1,990 |
| Interest rate contracts – Swaps | 3,348 | | 5 | | - | | 308,176 | | 19,808 | | 78 |
| Exchange rate contracts – Swaps | 1,376,130 | | 4,444 | | 43,715 | | - | | - | | - |
| Foreign currency exchange rate contracts - Non-deliverable forwards (NDF) | 299,542 | | 20,994 | | 2,081 | | 483,493 | | 4,772 | | 16,169 |
| Warrants | 23,699 | | 18,898 | | - | | 23,645 | | 23,665 | | - |
| Call Options | 27,000 | | 15,639 | | - | | 27,000 | | 27,000 | | - |
| | | | | | | | | | | | |
| Derivatives held for hedging | | | | | | | | | | | |
| Designated as cash flow hedge | | | | | | | | | | | |
| Foreign currency exchange rate contracts – Futures | 256,047 | | - | | 4,162 | | 164,752 | | - | | 510 |
| Equity - Total Return Swap (TRS) | 83,679 | | 4,009 | | 2,747 | | 111,479 | | - | | 13,582 |
| Designated as fair value hedge | | | | | | | | | | | |
| Interest rate contracts – Swaps | 1,079,382 | | 16,471 | | - | | - | | - | | - |
| Total | 5,250,234 | | 80,748 | | 65,969 | | 2,167,022 | | 75,464 | | 32,329 |
Futures contracts are traded on the B3 (Brasil, Bolsa e Balcão), a stock exchange in Brazil, as the counterparty and are settled on a daily basis. The total value of margins pledged by the Group in transactions on the stock exchange is presented in note 12.
Exchange rate contracts swaps are settled at the maturity date, traded over the counter with financial institutions as counterparties and are used to hedge mainly foreign currency exposure on financial assets.
Interest rate swaps contracts are settled at the maturity date and are traded over the counter with financial institutions as counterparties.
Foreign currency exposure is also hedged using forward contracts and manage exchange rate risks associated with future financial asset acquisitions.
Total Return Swap (TRS) contracts are settled only at maturity and are traded over the counter with financial institutions as counterparties.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
Breakdown by maturity
The table below shows the breakdown by maturity of the notional amounts:
| Schedule of breakdown by maturity of the notional amounts | | | | | | | | | | | | | | | |
| | 2025 | | 2024 |
| | Up to 3 months | | 3 to 12 months | | Over 12 months | | Total | | Up to 3 months | | 3 to 12 months | | Over 12 months | | Total |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Interest rate contracts – Futures | - | | - | | 13,651 | | 13,651 | | 305,566 | | 14,521 | | 27,023 | | 347,110 |
| Foreign currency exchange rate contracts – Futures | 2,343,803 | | - | | - | | 2,343,803 | | 866,119 | | - | | - | | 866,119 |
| Interest rate contracts – Swaps | 412,681 | | 384,567 | | 285,482 | | 1,082,730 | | 65,000 | | - | | 105,576 | | 170,576 |
| Exchange rate contracts – Swaps | 415,507 | | 679,327 | | 281,295 | | 1,376,129 | | - | | - | | - | | - |
| Foreign currency exchange rate contracts - Non-deliverable forwards (NDF) | 126,508 | | 173,034 | | - | | 299,542 | | 381,493 | | 37,000 | | - | | 418,493 |
| Equity - Total Return Swap (TRS) | 43,127 | | 16,287 | | 24,266 | | 83,680 | | 9,945 | | 85,043 | | 16,491 | | 111,479 |
| Warrants | - | | - | | 23,699 | | 23,699 | | - | | - | | 23,645 | | 23,645 |
| Call Options | 27,000 | | - | | - | | 27,000 | | - | | - | | 27,000 | | 27,000 |
| Forward Contract | - | | - | | - | | - | | 202,600 | | - | | - | | 202,600 |
| Total | 3,368,626 | | 1,253,215 | | 628,393 | | 5,250,234 | | 1,830,723 | | 136,564 | | 199,735 | | 2,167,022 |
The table below shows the breakdown by maturity of the fair value amounts:
| Schedule of breakdown by maturity of the fair value amounts | | | | | | | | | | | |
| | 2025 | | 2024 |
| | Up to 12 months | | Over 12 months | | Total | | Up to 12 months | | Over 12 months | | Total |
| | | | | | | | | | | | |
| Assets | | | | | | | | | | | |
| Interest rate contracts – Swaps | 3,028 | | 13,448 | | 16,476 | | 17,010 | | 2,798 | | 19,808 |
| Interest rate contracts – Futures | - | | - | | - | | 158 | | - | | 158 |
| Foreign currency exchange rate contracts – Futures | 288 | | - | | 288 | | 61 | | - | | 61 |
| Foreign currency exchange rate contracts - Non-deliverable forwards (NDF) | 20,994 | | - | | 20,994 | | 4,772 | | - | | 4,772 |
| Exchange rate contracts – Swaps | 4,444 | | - | | 4,444 | | - | | - | | - |
| Equity - Total Return Swap (TRS) | 4,009 | | - | | 4,009 | | - | | - | | - |
| Warrants | - | | 18,898 | | 18,898 | | - | | 23,665 | | 23,665 |
| Call Options | 15,639 | | - | | 15,639 | | - | | 27,000 | | 27,000 |
| Total assets | 48,402 | | 32,346 | | 80,748 | | 22,001 | | 53,463 | | 75,464 |
| | | | | | | | | | | | |
| Liabilities | | | | | | | | | | | |
| Equity - Total Return Swap (TRS) | 2,436 | | 311 | | 2,747 | | 13,020 | | 562 | | 13,582 |
| Interest rate contracts – Swaps | - | | - | | - | | 78 | | - | | 78 |
| Interest rate contracts – Futures | 5 | | - | | 5 | | - | | - | | - |
| Foreign currency exchange rate contracts – Futures | 17,421 | | - | | 17,421 | | 2,500 | | - | | 2,500 |
| Foreign currency exchange rate contracts - Non-deliverable forwards (NDF) | 2,081 | | - | | 2,081 | | 16,169 | | - | | 16,169 |
| Exchange rate contracts – Swaps | 27,425 | | 16,290 | | 43,715 | | - | | - | | - |
| Total liabilities | 49,368 | | 16,601 | | 65,969 | | 31,767 | | 562 | | 32,329 |
a) Hedge of foreign currency risk
The Group is exposed to foreign currency risk on forecast transaction expenses, related to the cloud infrastructure, certain software licenses, and intercompany expenses. The Group manages its exposures to the variability in cash flows of foreign currency forecasted transactions to movements in foreign exchange rates by entering into foreign currency exchange rate contracts (exchange futures). These instruments are entered into to match the cash flow profile of the estimated forecast transactions and are exchange-traded with fair value movements settled on a daily basis.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
The Group applies hedge accounting to the forecasted transactions related to its main cloud infrastructure contract and other expenses in foreign currency including intercompany expenses. The effectiveness is assessed monthly by analyzing the critical terms. The critical terms of the hedging instrument and the amount of the forecasted hedged transactions are significantly the same. Derivatives are generally rolled over monthly. Swaps and NDFs are liquidated or settled in accordance with the contract's specific maturity date. They are expected to occur in the same fiscal month as the maturity date of the hedged item. Therefore, the hedge is expected to be effective. Subsequent assessments of effectiveness are performed by verifying and documenting whether the critical terms of the hedging instrument and forecasted hedged transaction have changed during the year in review and whether it remains probable. If there are no such changes in critical terms, the Group will continue to conclude that the hedging relationship is effective. Sources of ineffectiveness are differences in the amount and timing of forecast and actual payment of expenses.
The table below shows the change in the hedge of foreign currency risk:
| Schedule of forecast and actual payment of expenses | | | | | |
| | 2025 | | 2024 | | 2023 |
| | | | | | |
| Balance at beginning of the year | 11,721 | | (8,254) | | (2,610) |
| Fair value change recognized in OCI during the year | (2,525) | | 30,248 | | (29,945) |
| Total amount reclassified from cash flow hedge reserve to the statement of income during the year | (24,473) | | 3,132 | | 20,685 |
| to "Customer support and operation" | (1,277) | | (1,718) | | 15,338 |
| to "General and administrative expenses" | 4,522 | | 3,807 | | 5,943 |
| to "Other income" | 4,540 | | 9,372 | | 233 |
| Effect of changes in exchange rates (OCI) | (32,258) | | (8,329) | | (829) |
| Deferred income taxes | 7,185 | | (13,405) | | 3,616 |
| Balance at end of the year | (8,092) | | 11,721 | | (8,254) |
The expected future transactions that are the hedged items are:
| Schedule of material future transactions | | | | | | | |
| | 2025 | | 2024 |
| | Up to 3 months | | 3 to 12 months | | Total | | Total |
| | | | | | | | |
| Expected foreign currency transactions | 77,024 | | 228,590 | | 305,613 | | 193,028 |
| Total | 77,024 | | 228,590 | | 305,613 | | 193,028 |
b) Hedge of corporate and social security taxes over share-based compensation
The Group's hedge strategy is to cover the future cash disbursement related to highly probable future transactions and accrued liabilities for corporate and social security taxes at RSU vesting from the variation of the Company's share price volatility. The derivatives used to cover the exposure are total return swaps ("TRS") in which one leg is indexed to the Company's stock price and the other leg is indexed to Secured Overnight Financing Rate ("SOFR") plus spread. The stock fixed at the TRS is a weighted average price. The hedge was entered into by Nu Holdings and therefore there is no income tax effect.
The Group applies the cash flow hedge for the hedge structure thus the market risk is replaced by an interest rate risk. The effectiveness assessment is performed monthly by (i) assessing the economic relationship between the hedged item and the hedging instrument; (ii) monitoring the credit risk impact in the hedge effectiveness; and (iii) maintaining and updating the hedging ratio. Given the possibility of forfeiture impacting the future cash forecast of the employee benefit plan, the Group manages exposures to keep the hedging level within an acceptable coverage. The derivative fair value is measured substantially based on the stock price which is also used in the measurement of the provision or payment for corporate and social security taxes. There is no expectation for a mismatch between the hedged item and hedging instrument at maturity other than the SOFR.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
The table below shows the change in the hedge of corporate and social security taxes over share-based compensation:
| Schedule of corporate and social security taxes | | | | | |
| | 2025 | | 2024 | | 2023 |
| | | | | | |
| Balance at beginning of the year | 11,029 | | 20,671 | | (4,876) |
| Fair value change recognized in OCI during the year | 22,504 | | 25,893 | | 59,250 |
| Total amount reclassified from cash flow hedge reserve to the statement of income during the year (note 10) | (29,517) | | (35,535) | | (33,703) |
| to "Customer support and operations" | 546 | | (1,040) | | (1,372) |
| to "General and administrative expenses" | (29,211) | | (33,669) | | (31,183) |
| to "Marketing expenses" | (852) | | (826) | | (1,148) |
| Balance at end of the year | 4,016 | | 11,029 | | 20,671 |
Expected cash disbursement
| Schedule of expected cash disbursement | | | | | | | | | |
| | 2025 | | 2024 |
| | Up to 1 year | | 1 to 3 years | | Above 3 years | | Total | | Total |
| | | | | | | | | | |
| Considering the reporting date fair value of the hedged item: | | | | | | | | | |
| Expected cash disbursement for corporate and social contributions | 44,302 | | 24,003 | | 18,482 | | 86,787 | | 103,997 |
| Total | 44,302 | | 24,003 | | 18,482 | | 86,787 | | 103,997 |
c) Hedge of interest rate contracts
The Group is exposed to interest rate risk on its portfolio of certain fixed-rate government bonds classified as securities measured at a fair value through other comprehensive income and amortized cost. To manage changes in the fair value of these bonds arising from market interest rate movements, the Group enters into Interest Rate Swaps (IRS) that convert the fixed returns of the bonds into floating rates aligning the yield profile of the securities with the Group’s risk management strategy.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
The Group applies fair value hedge accounting to these government bonds. Under this strategy, the carrying amount of the hedged item is adjusted for changes in fair value attributable to the interest rate risk, with the gain or loss recognized in statement of income, where it offsets the fair value movements of the interest rate swaps.
Effectiveness of the hedging is assessed periodically. The Group compares the changes in the fair value of the interest rate swaps with the changes in the fair value of the government bonds attributable to the hedged risk and ensures that the critical terms of the hedging instruments and the hedged items (such as notional amounts, maturity dates, and payment frequencies) are closely aligned. Subsequent assessments of effectiveness are performed to verify that the hedging relationship remains effective throughout its duration. Sources of ineffectiveness may include basis risk, differences in interest rate curves, and potential timing differences in the settlement of the instruments.
| Schedule of changes in fair value | | | | | | | |
| | 2025 |
| | Hedge object | | Fair value adjustment to the hedge object | | Change in fair value |
| | | Asset | | Liability | |
| | | | | | | | |
| Interest rate risk | | | | | | | |
| Financial investment at fair value through other comprehensive income | 312,871 | | 13,237 | | - | | 13,154 |
| Financial investment at amortized cost | 848,329 | | 3,883 | | - | | 3,899 |
| Total | 1,161,200 | | 17,120 | | - | | 17,053 |
21. Repurchase agreements
| Schedule of repurchase agreement | | | |
| | 2025 | | 2024 |
| Repurchase agreements | | | |
| Government bonds and receivables | 783,837 | | 308,583 |
On December 31, 2025 the Group has US$783,837 (US$ 308,583 as of December 31, 2024) in repurchase agreements using mainly government bonds as collateral. These agreements are mainly executed with overnight maturities, although some instruments have short-term maturities (up to 3 months). The average fixed rate is 14.38% per year as of December 31, 2025 (as of December 31, 2024 the average fixed rate was 12.1% per year) and the government bonds that are pledged as collateral are classified as fair value through other comprehensive income on note 12. As of December 31, 2025 the fair value of the securities pledged to repurchase agreement is US$747,531 (US$309,225 as of December 31, 2024). Additionally, the Group also uses other receivables as underlying collateral in repurchase agreement operations. As of December 31, 2025, the balance of receivables pledged as collateral amounted to US$95,558 (as of December 31, 2024 the balance was zero). These other receivables are presented in note 16.
Changes to repurchase agreement are as follows:
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
| Schedule of changes in repurchase agreement | | | | | |
| | 2025 | | 2024 | | 2023 |
| | | | | | |
| Balance at beginning of the year | 308,583 | | 210,454 | | 197,242 |
| New obligations | 200,604,295 | | 181,750,640 | | 70,527,530 |
| Payments - principal | (200,184,752) | | (181,586,958) | | (70,531,469) |
| Payments - interest | (124,272) | | (74,096) | | (33,739) |
| Interest accrued | 128,614 | | 74,096 | | 33,739 |
| Effect of changes in exchange rates (OCI) | 51,369 | | (65,553) | | 17,151 |
| Balance at the end of the year | 783,837 | | 308,583 | | 210,454 |
22. Financial liabilities at amortized cost – deposits
| Schedule of deposits | | | |
| | 2025 | | 2024 |
| | | | |
| Bank receipt of deposits (RDB) | 32,004,825 | | 21,511,844 |
| Deposits from customers | 9,452,342 | | 6,796,826 |
| Bank certificate of deposit (CDB) | 467,934 | | 546,395 |
| Total | 41,925,101 | | 28,855,065 |
Deposits from customers refers to NuAccount, which is a prepaid account available in Brazil, Mexico, and Colombia, in which customers can deposit funds and invest in specific products, such as RDBs in Brazil.
RDBs are investment products available within NuAccount offering either daily liquidity or fixed future maturity options. Deposits in RDB are guaranteed under limits from the Brazilian Deposit Guarantee Fund (“FGC”). Unlike the deposits from customers, Nu is required to follow the compulsory deposits requirements for RDB deposits (see note 15). However, there is no obligation to invest the remaining balance in government securities or to hold it in a specific account at the Central Bank of Brazil. As such, these amounts can be used as a financing source for loan and credit card operations.
The interest paid on both NuAccount and RDB deposits (except fixed term RDBs) is 100% of the Brazilian CDI rate as of the initial date if the balances are kept for more than 30 days. There are also RDBs with a defined future maturity date, which have a maturity of up to 27 months and a weighted average interest rate of 104% of the Brazilian CDI rate as of December 31, 2025 (as of December 31, 2024, the weighted average interest rate was 105% of the Brazilian CDI rate).
Deposits from customers in Brazil, Mexico and Colombia include NuAccount balances. In Brazil, the amounts deposited by customers are classified as electronic money and must be allocated to government securities (see note 12b) or in a specific account maintained at the Central Bank of Brazil (see note 15), in accordance with Brazilian regulatory requirements. In Colombia, NuAccount balances are required to have a percentage of the deposits from the public in an account with the Colombian Central Bank, which is a class of compulsory deposits. The interest paid on NuAccount in Colombia ranged from 8.3% to 8.8% per year as of December 31, 2025 (as of December 31, 2024, the interest paid ranged from 11.0% to 11.5% per year).
In Mexico, NuAccount balances are not required to be invested in specific assets; and therefore, they can be used as a financing source for the credit card transactions. The balances deposited in "Cajitas" yield from 7.3% to 15.0% per year as of December 31, 2025 (as of December 31, 2024, the balances yield from 12.0% to 14.0% per year). "Cajitas" has daily yield accrual and can have daily liquidity or defined future maturity.
The Bank certificate of deposit (CDB) is issued by Nu Financiera and primarily distributed by Nu Investimentos.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
Breakdown by maturity
| Schedule of breakdown by maturity | | | | | | | | | | | |
| | 2025 | | 2024 |
| | Up to 12 months | | Over 12 months | | Total | | Up to 12 months | | Over 12 months | | Total |
| | | | | | | | | | | | |
| Bank receipt of deposits (RDB) | 31,869,219 | | 135,606 | | 32,004,825 | | 21,402,435 | | 109,409 | | 21,511,844 |
| Deposits from customers | 9,372,045 | | 80,297 | | 9,452,342 | | 6,796,826 | | - | | 6,796,826 |
| Bank certificate of deposit (CDB) | 363,783 | | 104,151 | | 467,934 | | 462,407 | | 83,988 | | 546,395 |
| Total | 41,605,047 | | 320,054 | | 41,925,101 | | 28,661,668 | | 193,397 | | 28,855,065 |
23. Financial liabilities at amortized cost – payables to network
| Schedule of credit card payment | | | |
| | 2025 | | 2024 |
| | | | |
| Payables to credit card network | 13,633,823 | | 9,333,541 |
| Payables to clearing houses | 126 | | - |
| Total | 13,633,949 | | 9,333,541 |
Payables to credit card network corresponds mainly to the amount payable to the acquirers related to credit and prepaid card transactions. Brazilian credit card payables are settled according to the transaction installments, substantially in up to 27 days for transactions with no installments; 1 business day for international transactions; and sales in installments ("parcelado") have monthly settlements, mostly, over a period of up to 12 months. For Mexican and Colombian credit card transactions, the amounts are settled in 1 business day.
In December 2024, Nu renewed and extended its long-term partnership with Mastercard, including incentive mechanisms linked to prepaid and credit transaction volume performance and other performance obligations to be satisfied throughout the duration of the agreement.
The segregation by maturity is shown in the table below:
| Schedule of payables to credit card network | | | |
| Payables to credit card network | 2025 | | 2024 |
| | | | |
| Up to 30 days | 5,335,818 | | 4,326,268 |
| 30 to 90 days | 4,273,171 | | 2,450,743 |
| More than 90 days | 4,024,834 | | 2,556,530 |
| Total | 13,633,823 | | 9,333,541 |
24. Financial liabilities at amortized cost – borrowings and financing
a) Borrowings and financings
Borrowings and financings maturities are as follows:
| Schedule of borrowings and financings maturities | | | | | | | |
| | 2025 |
| | Up to 3 months | | 3 to 12 months | | Over 12 months | | Total |
| | | | | | | | |
| Borrowings and financings | | | | | | | |
| Financial bills (ii) | 246,141 | | 680,482 | | 1,602,967 | | 2,529,590 |
| Margin loan credit facility (iii) | 150,260 | | 1,448,560 | | 269,806 | | 1,868,626 |
| Total borrowings and financings | 396,401 | | 2,129,042 | | 1,872,773 | | 4,398,216 |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
| | 2024 |
| | Up to 3 months | | 3 to 12 months | | Over 12 months | | Total |
| | | | | | | | |
| Borrowings and financings | | | | | | | |
| Syndicated loan (i) | 109 | | 21,279 | | 328,873 | | 350,261 |
| Financial bills (ii) | 6,577 | | 184,833 | | 987,193 | | 1,178,603 |
| Margin loan credit facility (iii) | - | | 201,493 | | - | | 201,493 |
| Total borrowings and financings | 6,686 | | 407,605 | | 1,316,066 | | 1,730,357 |
| (i) | Correspond to three credit facilities in the total amount US$650,000, which was fully paid on January 31, 2025. |
| (ii) | As of December 31, 2025, Nu Financeira had issued financial bills in Brazilian reais, indexed to percentage of the CDI, or CDI plus a fixed spread. The principal amount was equivalent to US$2,529,590 (US$1,280,144 as of December 31, 2024). The maturity for these financial bills ranges from January 2026 up to November 2028. |
| (iii) | Correspond to margin loan credit facility, backed by government securities and sovereign bonds as collateral for the operation which Nu entered into through Nu Financeira. As of December 31, 2025 the principal amount was US$1,862,365 (US$ 200,000 as of December 31, 2024). The loans are indexed to CME Term SOFR Rate (CME Group's forward-looking SOFR rate) plus a fixed spread. The maturity for these loans is from March 2026 to January 2027. |
Changes to borrowings and financings are as follows:
| Schedule of changes to borrowings and financings | | | | | | | |
| | 2025 |
| | Margin loan credit facility | | Syndicated loan | | Financial Bills | | Total |
| | | | | | | | |
| Balance at beginning of the year | 201,493 | | 350,261 | | 1,178,603 | | 1,730,357 |
| New borrowings | 1,662,365 | | - | | 1,161,107 | | 2,823,472 |
| Payments – principal | - | | (355,040) | | (177,715) | | (532,755) |
| Payments – interest | (21,501) | | (17,298) | | (52,800) | | (91,599) |
| Interest accrued | 26,420 | | 2,704 | | 255,926 | | 285,050 |
| Transaction costs | - | | 4,146 | | (192) | | 3,954 |
| Effect of changes in exchange rates (OCI) | (151) | | 15,227 | | 164,661 | | 179,737 |
| Balance at end of the year | 1,868,626 | | - | | 2,529,590 | | 4,398,216 |
| | | | | | | | | | |
| | 2024 |
| | Margin loan credit facility | | Term loan credit facility | | Syndicated loan | | Financial Bills | | Total |
| | | | | | | | | | |
| Balance at beginning of the year | - | | 98,775 | | 821,501 | | 216,068 | | 1,136,344 |
| New borrowings | 200,000 | | - | | 52,378 | | 1,057,512 | | 1,309,890 |
| Payments – principal | - | | (90,675) | | (489,967) | | - | | (580,642) |
| Payments – interest | - | | (7,221) | | (79,967) | | - | | (87,188) |
| Interest accrued | 1,493 | | 3,364 | | 81,373 | | 97,304 | | 183,534 |
| Transaction costs | - | | - | | (676) | | (369) | | (1,045) |
| Amortization of transaction costs | - | | - | | - | | - | | - |
| Effect of changes in exchange rates (OCI) | - | | (4,243) | | (34,381) | | (191,912) | | (230,536) |
| Balance at end of the year | 201,493 | | - | | 350,261 | | 1,178,603 | | 1,730,357 |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
| | | | | | | | |
| | 2023 |
| | Term loan credit facility | | Syndicated loan | | Financial Letter | | Total |
| | | | | | | | |
| Balance at beginning of the year | 118,194 | | 467,374 | | - | | 585,568 |
| New borrowings | - | | 270,810 | | 198,691 | | 469,501 |
| Payments – principal | (35,702) | | (10,799) | | - | | (46,501) |
| Payments – interest | (13,341) | | (68,273) | | - | | (81,614) |
| Interest accrued | 13,615 | | 75,527 | | 11,408 | | 100,550 |
| Transaction costs | - | | - | | - | | - |
| Effect of changes in exchange rates (OCI) | 16,009 | | 86,862 | | 5,969 | | 108,840 |
| Balance at end of the year | 98,775 | | 821,501 | | 216,068 | | 1,136,344 |
Covenants
The above-mentioned credit facility from U.S. International Development Finance Corporation (DFC) includes restrictive clauses (covenants) which establish the maintenance of minimum financial indicators related to capital adequacy, funding, and liquidity (cash) position, as well as profitability metrics and leverage ratios including, but not limited to, net debt to gross profit, in addition to non-financial indicators as specified in the contract. The covenants are monitored on a regular basis and the Company was in compliance with its financial covenants as of December 31, 2025.
Guarantees
Nu Holdings guarantees the above-mentioned undrawn credit facility with DFC for Nu Colombia.
25. Provisions and contingent liabilities
| Schedule of provision for judicial and administrative proceedings | | | |
| | 2025 | | 2024 |
| | | | |
| Tax risks | 5,081 | | 883 |
| Civil risks | 22,044 | | 18,650 |
| Labor risks | 3,795 | | 3,018 |
| Total | 30,920 | | 22,551 |
The Company and its subsidiaries are parties to lawsuits and administrative proceedings arising from time to time in the ordinary course of operations, involving civil, tax and labor claims. Such claims are being addressed at both the administrative and judicial levels, and when applicable, are supported by judicial deposits. Provisions for probable losses arising from these claims are estimated and periodically adjusted by management, with support from external legal counsel. There is significant uncertainty relating to the timing of any cash outflows, if any, for civil and labor risk.
a) Provision
Civil lawsuits are mainly related to credit card operations. Based on management’s assessment, and inputs from Nu’s external legal counsel, the Group has provisioned US$22,044 as of December 31, 2025 (US$18,650 on December 31, 2024) which is considered sufficient to cover the estimated losses from civil lawsuits with probable loss classification.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
b) Changes
Changes to provisions and contingent liabilities are as follows:
| Schedule of changes to provision for lawsuits and administrative proceedings | | | | | | | | | | | |
| | 2025 | | 2024 | | 2023 |
| | Tax | | Civil | | Labor | | Total | | Total | | Total |
| | | | | | | | | | | | |
| Balance at beginning of the year | 883 | | 18,650 | | 3,018 | | 22,551 | | 8,082 | | 17,947 |
| Additions | 3,652 | | 26,239 | | 5,885 | | 35,776 | | 47,994 | | 14,588 |
| Monetary adjustment | 373 | | 58 | | 473 | | 904 | | 561 | | - |
| Reversals | - | | (2,111) | | (5,331) | | (7,442) | | (14,430) | | (3,475) |
| Payments | - | | (23,110) | | (628) | | (23,738) | | (15,719) | | (22,226) |
| Effect of changes in exchange rates (OCI) | 173 | | 2,318 | | 378 | | 2,869 | | (3,937) | | 1,248 |
| Balance at end of the year | 5,081 | | 22,044 | | 3,795 | | 30,920 | | 22,551 | | 8,082 |
c) Contingencies
The Group is a party to civil and labor lawsuits, involving risks classified by management and supported by its advisors as possible losses, totaling approximately US$4,372 and US$4,532, as of December 31, 2025 respectively (US$2,613 and US$17,738 on December 31, 2024).
d) Judicial deposits
As of December 31, 2025, the total amount of judicial deposits shown as “Other assets” (note 17) is US$92,738 (US$31,143 on December 31, 2024) and is substantially attributed to the judicial deposit carried on behalf of the shareholders of Nu Investimento, prior to the acquisition, due to a tax proceeding related to withholding taxes calculated on amounts paid to employees.
26. Deferred income
| Schedule of deferred income | | | |
| | 2025 | | 2024 |
| | | | |
| Deferred revenue from rewards program | 76,291 | | 69,387 |
| Other deferred income | 1,230 | | 2,249 |
| Total | 77,521 | | 71,636 |
Deferred revenue from rewards program relates to the Group's rewards programs for its credit card customers, specifically the "Nubank+" and "Ultravioleta". Under these programs, members earn points according to the use of the credit card. The points do not expire and there is no cap on the number of points an eligible card holder can earn. Points can be redeemed for cashback or converted into air miles.
Nu uses financial models to estimate the redemption rates of rewards earned to date by current card members, and, therefore, the estimated financial value of the points, based on historical redemption trends and current enrollee redemption behavior, among others. The estimated financial value is recorded in the statement of income when the performance obligation is satisfied, specifically at the time the reward points are redeemed.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
27. Other liabilities
| Schedule of other liabilities | | | |
| | 2025 | | 2024 |
| | | | |
| Sundry creditors (i) | 470,046 | | 244,635 |
| Payment transactions - other (ii) | 262,008 | | 204,426 |
| Credit card expected credit loss (note 13) (iii) | 44,679 | | 29,490 |
| Intermediation of securities | 15,570 | | 20,896 |
| Payables to insurers | 12,190 | | 16,634 |
| Third parties funds in transit (iv) | 41,587 | | 35,179 |
| Other liabilities (v) | 120,842 | | 70,352 |
| Total | 966,922 | | 621,612 |
| (i) | Includes payable to suppliers. |
| (ii) | Correspond to prepayments from customers which exceed the credit card bill amounts. |
| (iii) | Includes the amount by which the expected credit card loss exceeds the gross carrying amount of the related financial assets, due to provisions for unused limits. |
| (iv) | Primarily related to pending settlement balances with B3 and amounts payable to a partner institution related to utility bill payments made by customers. |
| (v) | Primarily related to pending balances allocation that have not yet been deposited into customers' accounts and provision with loyalty program. |
28. Related parties
In the ordinary course of business, the Group issues credit cards or loans to Nu’s executive directors, board members, key employees, and close family members. Those transactions, along with deposits and other products, such as investments, are conducted on similar terms as those offered to unrelated third parties under similar circumstances and do not involve more than the normal risk of collectability.
As described in note 3, Basis of Consolidation, all entities within the Group are consolidated in these consolidated financial statements. Therefore, related party balances and transactions, as well as unrealized gains or losses arising from intercompany transactions, are eliminated in the consolidated financial statements.
a) Transactions with other related parties
| Schedule of transactions with other related parties | | | |
| | 2025 | | 2024 |
| | Assets (Liabilities) |
| | | | |
| Other liabilities (i) | (926) | | (1,795) |
| (i) | In the second quarter of 2024, Nu entered into a commercial relationship with a company where one of its Directors serves as CEO. As part of this agreement, Nu received a cash incentive, which will be used to support projects costs upon the Company's satisfaction of certain conditions. |
b) Management compensation
There are no significant post-employment benefits, such as pensions and other retirement benefits. The remuneration of the directors and other key management personnel of the Group is set out in aggregate below:
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
| Schedule of management compensation | | | | | |
| | 2025 | | 2024 | | 2023 |
Consolidated statements of income | | | | | |
| Fixed and variable compensation | 91,269 | | 96,007 | | 60,117 |
Management compensation includes the compensation of remunerated members of the Board of Directors and of Executive Officers.
29. Fair value measurement
The main valuation techniques employed in internal models to measure the fair value of the financial instruments as of December 31, 2025 and December 31, 2024 are set out below. The principal inputs into these models are derived from observable market data. The Group did not make any material changes to its valuation techniques and internal models in the years presented.
a) Fair value of financial instruments carried at amortized cost
The following tables show the fair value of the financial instruments carried at amortized cost as of December 31, 2025 and December 31, 2024. The Group has not disclosed the fair value of financial instruments such as compulsory and other deposits at central banks, other receivables, other financial assets at amortized cost, repurchase agreements, deposits from customers and RDB as the carrying amounts are a reasonable approximation of fair value.
| Schedule of fair value at amortized cost | | | | | | | | | | | | | | | |
| | 2025 | | 2024 |
| | Carrying amount | | Fair value | | Carrying amount | | Fair value |
| | | Level 1 | | Level 2 | | Level 3 | | | Level 1 | | Level 2 | | Level 3 |
| | | | | | | | | | | | | | | | |
| Assets | | | | | | | | | | | | | | | |
| Credit card receivables | 18,267,904 | | - | | - | | 19,333,556 | | 12,259,276 | | - | | - | | 13,188,240 |
| Loans to customers | 9,421,458 | | - | | - | | 9,834,661 | | 5,321,885 | | - | | - | | 5,639,873 |
| Compulsory and other deposits at central banks | 9,537,788 | | | | | | | | 6,743,336 | | | | | | |
| Other receivables | 1,000,683 | | | | | | | | 1,413,443 | | | | | | |
| Other financial assets | 148,777 | | | | | | | | 78,483 | | | | | | |
| Securities | 3,141,504 | | 1,052,384 | | 2,053,383 | | - | | 885,418 | | 544,845 | | 330,745 | | - |
| Total | 41,518,114 | | 1,052,384 | | 2,053,383 | | 29,168,217 | | 26,701,841 | | 544,845 | | 330,745 | | 18,828,113 |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Liabilities | | | | | | | | | | | | | | | |
| Deposits from customers | 9,452,342 | | | | | | | | 6,796,826 | - | | | | | |
| Bank receipt of deposits (RDB) | 32,004,825 | | | | | | | | 21,511,844 | | | | | | |
| Bank certificate of deposit (CDB) | 467,934 | | - | | 467,742 | | - | | 546,395 | | - | | 545,474 | | - |
| Payables to network | 13,633,823 | | - | | 13,006,159 | | - | | 9,333,541 | | - | | 8,693,972 | | - |
| Borrowings and financing (i) | 4,398,216 | | - | | 4,406,310 | | - | | 1,730,357 | | - | | 1,737,303 | | - |
| Repurchase agreements | 783,837 | | | | | | | | 308,583 | | | | | | |
| Total | 60,740,977 | | - | | 17,880,211 | | - | | 40,227,546 | | - | | 10,976,749 | | - |
The valuation approach to specific categories of financial instruments is described below.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
i) Fair value models and inputs
Credit cards and payables to network: The fair values of credit card receivables and payables to the network are calculated using the discounted cash flow method. Fair values are determined by discounting the contractual cash flows by the interest rate curve and credit spread. For payables, cash flows are also discounted by the Group's own credit spread.
Loans to customers: Fair value is estimated based on groups of customers with similar risk profiles, using valuation models. The fair value of a loan is determined by discounting the contractual cash flows by the interest rate curve and a credit spread.
Borrowings and financing: Fair value is measured using the discounted cash flow method, with contractual cash flows discounted at the interest rate curve and a spread.
b) Fair value of financial instruments measured at fair value
The following table shows a summary of the fair values, as of December 31, 2025 and 2024, of the financial assets and liabilities indicated below, classified on the basis of the various measurement methods used by the Group to determine their fair value:
| Schedule of fair value measurement | | | | | | | |
| | 2025 |
| | Fair value Level 1 | | Fair value Level 2 | | Fair value Level 3 | | Total |
| | | | | | | | |
| Assets | | | | | | | |
| Cash and cash equivalents | | | | | | | |
| Short-term investments (i) | 632,324 | | 19,927 | | - | | 652,251 |
| | | | | | | | |
| Government bonds | | | | | | | |
| Latin America | 11,701,147 | | - | | - | | 11,701,147 |
| | | | | | | | |
| Corporate bonds and other instruments | | | | | | | |
| Certificate of bank deposits | - | | 216,712 | | - | | 216,712 |
| Investment funds | 26,722 | | 7,626 | | 36,769 | | 71,117 |
| Time deposit | - | | 187,683 | | - | | 187,683 |
| Notes | - | | 818,885 | | - | | 818,885 |
| Bill of credit (LC) | - | | 3 | | - | | 3 |
| Real estate and agribusiness certificate of receivables | - | | 7,334 | | - | | 7,334 |
| Real estate and agribusiness letter of credit | - | | 606 | | - | | 606 |
| Corporate bonds and debentures | 150,159 | | 31,356 | | 4,877 | | 186,392 |
| Equity instrument | - | | - | | 27,120 | | 27,120 |
| Derivatives | 288 | | 45,923 | | 34,537 | | 80,748 |
| | | | | | | | |
| Liabilities | | | | | | | |
| Derivatives | 17,426 | | 48,543 | | - | | 65,969 |
| (i) | Includes time deposits, investment funds and CDB balances. |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
| | | | | | | | |
| | 2024 |
| | Fair value Level 1 | | Fair value Level 2 | | Fair value Level 3 | | Total |
| | | | | | | | |
| Assets | | | | | | | |
| Cash and cash equivalents | | | | | | | |
| Short-term investments (i) | 161,094 | | 8,671 | | - | | 169,765 |
| | | | | | | | |
| Government bonds | | | | | | | |
| Latin America | 8,772,236 | | - | | - | | 8,772,236 |
| North America | 177,006 | | - | | - | | 177,006 |
| | | | | | | | |
| Corporate bonds and other instruments | | | | | | | |
| Certificate of bank deposits (CDB) | - | | 1,365 | | - | | 1,365 |
| Investment funds | 86,802 | | 36,615 | | - | | 123,417 |
| Time deposit | - | | 303,970 | | - | | 303,970 |
| Notes | - | | 51,029 | | - | | 51,029 |
| Bill of credit (LC) | - | | 10 | | - | | 10 |
| Real estate and agribusiness certificate of receivables | - | | 9,430 | | - | | 9,430 |
| Real estate and agribusiness letter of credit | - | | 1,283 | | - | | 1,283 |
| Corporate bonds and debentures | 1,039,320 | | 86,790 | | - | | 1,126,110 |
| Equity instrument | - | | - | | 12,900 | | 12,900 |
| Derivatives | 219 | | 24,580 | | 50,665 | | 75,464 |
| | | | | | | | |
| Liabilities | | | | | | | |
| Derivatives | 2,500 | | 29,829 | | - | | 32,329 |
| (i) | Includes time deposits, investment funds and CDB balances. |
i) Fair value models and inputs
Securities: Securities with high liquidity and quoted prices in the active markets are classified as Level 1. All government bonds and certain corporate bonds are included in Level 1 as these are traded in active markets. For Brazilian securities, fair values are based on prices published by the "Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais" ("Anbima"). For US, Mexico and Colombia bonds, fair values are based on prices published by Bloomberg, Valmer and Precia, respectively. Other corporate bonds and investment fund shares, for which fair values are calculated based on observable data, such as interest rates and interest rate curves are classified as Level 2. The investment funds that used contractual conditions as inputs that are not directly observable in the market are classified as Level 3. The debenture whose issuer has entered judicial reorganization, is classified as Level 3 because its market price is not directly observable under these circumstances.
Derivatives: Exchange-traded derivatives are classified as Level 1 with valuations based on market quotes. Derivatives traded on the Brazilian stock exchange are measured at fair value using B3 quotations. Swaps are valued by discounting future expected cash flows to present values using interest rate curves and are classified as Level 2. Total Return Swaps are also valued by discounting expected cash flows, with the particularity that the equity leg expected cash flow is based on the last observed price, following non-arbitrage principles. Call options and Warrants are valued using internal models with unobservable inputs and premises, and classified as Level 3.
Equity instrument: The fair value of the equity instrument is determined using contractual conditions as inputs that are not directly observable in the market, and therefore classified as Level 3.
c) Reconciliation of fair value measurements in Level 3
The table below shows a reconciliation from the opening to the closing balances for recurring fair value measurements categorized within Level 3 of the fair value hierarchy.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
| Schedule of transfers between levels of the fair value hierarchy | | | | | | | | | |
| | 2025 |
| | Equity instrument | | Derivatives | | Investment funds | | Corporate bonds and debentures | | Total |
| | | | | | | | | | |
| Financial assets at beginning of year | 12,900 | | 50,665 | | — | | — | | 63,565 |
| Acquisitions | 10,000 | | — | | 36,709 | | — | | 46,709 |
| Settlements | — | | — | | (2,713) | | — | | (2,713) |
| Total gains or losses | 4,220 | | (16,128) | | 3,085 | | — | | (8,823) |
| In profit or loss | 4,220 | | (16,128) | | 2,654 | | — | | (9,254) |
| In OCI | — | | — | | 431 | | — | | 431 |
| Transfer in Level 3 | — | | — | | — | | 4,877 | | 4,877 |
| Effect of changes in exchange rates (OCI) | — | | — | | (312) | | — | | (312) |
| Financial assets at end of year | 27,120 | | 34,537 | | 36,769 | | 4,877 | | 103,303 |
| | | | | | | | |
| | 2024 |
| | Equity instrument | | Derivatives | | Investment funds | | Total |
| | | | | | | | |
| Financial assets at beginning of year | 13,199 | | 20 | | — | | 13,219 |
| Acquisitions | — | | 50,635 | | 97,457 | | 148,092 |
| Total gains or losses | (299) | | 10 | | 81 | | (208) |
| In profit or loss | (299) | | 10 | | 5,933 | | 5,644 |
| In OCI | — | | — | | (5,852) | | (5,852) |
| Transfer out Level 3 (i) | — | | — | | (86,028) | | (86,028) |
| Financial assets at end of year | 12,900 | | 50,665 | | — | | 63,565 |
| | | | | | |
| | 2023 |
| | Equity instrument | | Derivatives | | Total |
| | | | | | |
| Financial assets at beginning of year | 22,082 | | 27,908 | | 49,990 |
| Total gains or losses | (8,883) | | (27,888) | | (36,771) |
| In profit or loss | (8,883) | | (27,888) | | (36,771) |
| Financial assets at end of year | 13,199 | | 20 | | 13,219 |
| (i) | | In November 2024, the Group obtained control of an investment fund (FIDC) recorded as level 3 in the fair value hierarchy. As a result, the Group began consolidating the assets and liabilities of this fund in these consolidated financial statements. |
d) Transfers between levels of the fair value hierarchy
For the year ended on December 31, 2025 there was a transfer in the fair value hierarchy level of debentures from Level 1 to Level 3, considering the Company’s pricing policy. The transfer occurred due to the issuer's entering into judicial reorganization. Securities of issuers facing liquidity issues no longer have an active market. For the years ended on December 31, 2024 and 2023 there were no material transfers of financial instruments between levels.
30. Income tax
Current and deferred taxes are determined for all transactions that have been recognized in the consolidated financial statements using the provisions of the current tax laws. The current income tax expense or benefit represents the estimated taxes to be paid or refunded, respectively, for the current year. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities. They are measured using the tax rates and laws that will be in effect when the temporary tax differences and tax loss carryforward are expected to reverse.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
a) Income tax reconciliation
The tax on the Group's pre-tax profit differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated entities. Thus, the following is a reconciliation of income tax expense to profit for the year, calculated by applying the combined Brazilian income tax rate of 40% for the years ended December 31, 2025 and 2024.
| Schedule of income tax reconciliation | | | | | |
| | | | |
| | 2025 | | 2024 | | 2023 |
| | | | | | |
| Profit before income tax | 3,868,419 | | 2,795,198 | | 1,539,078 |
| Tax rate (i) | 40% | | 40% | | 40% |
| Income tax | (1,547,368) | | (1,118,079) | | (615,631) |
| | | | | | |
| Permanent additions/exclusions | | | | | |
| Share-based payments | (3,772) | | (8,175) | | (16,880) |
| Operational losses and others | - | | (6,212) | | (11,342) |
| Effect of different tax rates - subsidiaries and parent company | 168,868 | | 103,254 | | 80,128 |
| Interest on capital | 83,903 | | 44,246 | | 32,731 |
| Changes in income tax rate (ii) | 58,464 | | - | | - |
| Other amounts (iii) | 243,158 | | 161,880 | | 22,446 |
| Income tax | (996,747) | | (823,086) | | (508,548) |
| | | | | | |
| Current tax expense | (1,424,006) | | (1,536,521) | | (1,184,230) |
| Deferred tax benefit (expense) | 427,259 | | 713,435 | | 675,682 |
| Income tax in the statement of income | (996,747) | | (823,086) | | (508,548) |
| Deferred tax recognized in OCI | (1,285) | | (11,899) | | 1,666 |
| (i) | The tax rate used was the one applicable to the Brazilian financial subsidiaries, which represents the most significant portion of the operations of the Group. The tax rate used is not materially different from the average effective tax rate considering all jurisdictions where the Group has operations. The effect of other tax rates is shown in the table above as “effect of different tax rates – subsidiaries and parent company. |
| (ii) | Result of the change in the Social Contribution on Net Profit (CSLL) tax rate in future taxable temporary differences for payment institutions and credit, financing and investment companies regulated by Law No. 12,865/13 due to the enactment of Complementary Law No. 224/2025 in Brazil. For payment institutions, the rates are 12% for the 2026 and 2027 period and 15% from 2028 onwards, while for credit, financing and investment companies, the rates are 17.5% for the 2026 and 2027 period and 20% from 2028 onwards. |
| (iii) | Primarily related to the incentives and non-taxable interests on tax recoverable and to the amount of deferred tax asset recognized on tax losses due to an up-dated expectation of future taxable income. |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
b) Deferred income taxes
The following tables present significant components of the Group’s deferred tax assets and liabilities as of December 31, 2025 and 2024, and the changes for both years. The accounting records of deferred tax assets on income tax losses and/or social contribution loss carryforwards, as well as those arising from timing differences, are based on technical feasibility studies which consider the expected generation of future taxable income, considering the history of profitability for each subsidiary individually. The use of the deferred tax asset related to tax loss and negative basis of social contribution is limited to 30% of taxable profit per year for the Brazilian entities and there is no time limit to use it.
| Schedule of deferred income taxes | | | | | | | | | | | |
| | | | Reflected in the statement of income | | | | |
| | 2024 | | Constitution | | Realization | | Foreign exchange | | Reflected in OCI | | 2025 |
| | | | | | | | | | | | |
| Provisions for credit losses | 1,506,086 | | 2,048,142 | | (1,659,630) | | 177,637 | | - | | 2,072,235 |
| Other temporary differences (i) | 260,314 | | 141,106 | | (43,560) | | 65,260 | | 1,855 | | 425,143 |
| Total deferred tax assets on temporary differences | 1,766,400 | | 2,189,248 | | (1,703,190) | | 242,897 | | 1,855 | | 2,497,378 |
| | | | | | | | | | | | |
| Tax loss and negative basis of social contribution | 145,603 | | 39,418 | | (63,895) | | 20,740 | | - | | 141,911 |
| Deferred tax assets | 1,912,003 | | 2,228,666 | | (1,767,085) | | 263,637 | | 1,855 | | 2,639,289 |
| | | | | | | | | | | | |
| Fair value changes - financial instruments | (71,237) | | (28,158) | | 873 | | 2,562 | | (121) | | (96,065) |
| Others | (22,427) | | (8,749) | | 9,833 | | (10,914) | | - | | (32,257) |
| Deferred tax liabilities | (93,664) | | (36,907) | | 10,706 | | (8,352) | | (121) | | (128,322) |
| | | | | | | | | | | | |
| Deferred tax, offset | 1,818,339 | | 2,191,759 | | (1,756,379) | | 255,285 | | 1,734 | | 2,510,967 |
| | | | | | | | | | | | |
| Fair value changes - cash flow hedge | (2,969) | | (8,121) | | - | | 775 | | (3,019) | | (13,334) |
| Deferred tax recognized during the year | | | 2,183,638 | | (1,756,379) | | | | (1,285) | | |
| (i) | Other temporary differences are composed mainly of other provisions and financial instruments taxes and supplier provisions as of December 31, 2025, 2024 and 2023. |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
| | | | | | Reflected in the statement of income | | | | |
| | 2023 | | Other | | Constitution | | Realization | | Foreign exchange | | Reflected in OCI | | 2024 |
| | | | | | | | | | | | | | |
| Provisions for credit losses | 1,330,733 | | - | | 1,267,994 | | (752,222) | | (340,419) | | - | | 1,506,086 |
| Provision PIS/COFINS - Financial Revenue | (2,108) | | - | | - | | 2,108 | | - | | - | | - |
| Other temporary differences (i) | 192,070 | | 10 | | 189,706 | | (41,209) | | (80,204) | | (59) | | 260,314 |
| Total deferred tax assets on temporary differences | 1,520,695 | | 10 | | 1,457,700 | | (791,323) | | (420,623) | | (59) | | 1,766,400 |
| | | | | | | | | | | | | | |
| Tax loss and negative basis of social contribution | 92,918 | | 45 | | 87,296 | | (13,343) | | (21,313) | | - | | 145,603 |
| Deferred tax assets | 1,613,613 | | 55 | | 1,544,996 | | (804,666) | | (441,936) | | (59) | | 1,912,003 |
| | | | | | | | | | | | | | |
| Futures settlement market | (11,509) | | - | | (928) | | 2,820 | | 471 | | - | | (9,146) |
| Fair value changes - financial instruments | (9,332) | | (16) | | (61,851) | | 170 | | 9,287 | | (349) | | (62,091) |
| Others | (54,937) | | - | | (5,098) | | 25,200 | | 12,408 | | - | | (22,427) |
| Deferred tax liabilities | (75,778) | | (16) | | (67,877) | | 28,190 | | 22,166 | | (349) | | (93,664) |
| | | | | | | | | | | | | | |
| Deferred tax, offset | 1,537,835 | | 39 | | 1,477,119 | | (776,476) | | (419,770) | | (408) | | 1,818,339 |
| | | | | | | | | | | | | | |
| Fair value changes - cash flow hedge | (5,375) | | - | | 12,792 | | - | | 1,105 | | (11,491) | | (2,969) |
| Deferred tax recognized during the year | | | 39 | | 1,489,911 | | (776,476) | | | | (11,899) | | |
| (i) | Other temporary differences are composed mainly of other provisions and financial instruments taxes and supplier provisions as of December 31, 2025, 2024 and 2023. |
.
| | | | Reflected in the statement of income | | | | |
| | 2022 | | Constitution | | Realization | | Foreign exchange | | Reflected in OCI | | 2023 |
| | | | | | | | | | | | |
| Provisions for credit losses | 583,791 | | 1,067,729 | | (385,564) | | 64,777 | | - | | 1,330,733 |
| Provision PIS/COFINS - Financial Revenue | 6,299 | | - | | (6,787) | | (1,620) | | - | | (2,108) |
| Other temporary differences (i) | 123,103 | | 103,257 | | (45,132) | | 10,842 | | - | | 192,070 |
| Total deferred tax assets on temporary differences | 713,193 | | 1,170,986 | | (437,483) | | 73,999 | | - | | 1,520,695 |
| | | | | | | | | | | | |
| Tax loss and negative basis of social contribution | 97,857 | | 61,047 | | (72,662) | | 6,676 | | - | | 92,918 |
| Deferred tax assets | 811,050 | | 1,232,033 | | (510,145) | | 80,675 | | - | | 1,613,613 |
| | | | | | | | | | | | |
| Futures settlement market | (13,739) | | (3,082) | | 5,772 | | (460) | | - | | (11,509) |
| Fair value changes - financial instruments | (3,291) | | (3,537) | | (194) | | (360) | | (1,950) | | (9,332) |
| Others | (24,088) | | (59,381) | | 25,635 | | 2,897 | | - | | (54,937) |
| Deferred tax liabilities | (41,118) | | (66,000) | | 31,213 | | 2,077 | | (1,950) | | (75,778) |
| | | | | | | | | | | | |
| Deferred tax, offset | 769,932 | | 1,166,033 | | (478,932) | | 82,752 | | (1,950) | | 1,537,835 |
| | | | | | | | | | | | |
| Fair value changes - cash flow hedge | (1,758) | | 107,410 | | (118,829) | | 7,802 | | 3,616 | | (5,375) |
| Deferred tax recognized during the year | | | 1,273,443 | | (597,761) | | | | 1,666 | | |
| (i) | Other temporary differences are composed mainly of other provisions and financial instruments taxes and supplier provisions as of December 31, 2025, 2024 and 2023. |
c) Tax liabilities
| Schedule of tax liabilities | | | |
| | 12/31/2025 | | 12/31/2024 |
| | | | |
| Taxes and contributions on income | 1,322,821 | | 1,033,501 |
| Other taxes | 101,297 | | 68,586 |
| Total tax liabilities | 1,424,118 | | 1,102,086 |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
31. Equity
The table below presents the changes in shares issued and fully paid and shares authorized, by class, as of December 31, 2025, 2024 and 2023.
| Schedule of changes in shares issued and fully paid and shares authorized | | | | | | | | |
| | | | | 2025 |
| Shares authorized and fully issued | | Note | | Class A Ordinary shares | | Class B Ordinary shares | | Total |
| | | | | | | | | |
| Total as of December 31, 2024 | | | | 3,768,057,942 | | 1,050,600,698 | | 4,818,658,640 |
| Conversion of class B shares in class A shares | | | | 28,000,000 | | (28,000,000) | | - |
| SOPs exercised and RSUs vested | | 10 | | 47,635,289 | | - | | 47,635,289 |
| Shares withheld for employees' taxes | | | | (11,660,076) | | - | | (11,660,076) |
| Share-based payments to service providers | | | | 81,389 | | - | | 81,389 |
| Issuance of class A shares - business acquisitions | | | | 958,390 | | - | | 958,390 |
| Total as of December 31, 2025 | | | | 3,833,072,934 | | 1,022,600,698 | | 4,855,673,632 |
| | | | | | | | | |
| | | | | 2024 |
| Shares authorized and fully issued | | Note | | Class A Ordinary shares | | Class B Ordinary shares | | Total |
| | | | | | | | | |
| Total as of December 31, 2023 | | | | 3,682,625,012 | | 1,083,312,142 | | 4,765,937,154 |
| Conversion of class B shares in class A shares | | | | 32,711,444 | | (32,711,444) | | - |
| SOPs exercised and RSUs vested | | 10 | | 53,394,031 | | - | | 53,394,031 |
| Shares withheld for employees' taxes | | | | (8,860,778) | | - | | (8,860,778) |
| Shares issued to service providers | | | | 97,594 | | - | | 97,594 |
| Issuance of class A shares - business acquisitions | | | | 8,090,639 | | - | | 8,090,639 |
| Total as of December 31, 2024 | | | | 3,768,057,942 | | 1,050,600,698 | | 4,818,658,640 |
| | | | | | | | | |
| | | | | 2023 |
| Shares authorized and fully issued | | Note | | Class A Ordinary shares | | Class B Ordinary shares | | Total |
| | | | | | | | | |
| Total as of December 31, 2022 | | | | 3,602,854,813 | | 1,091,933,041 | | 4,694,787,854 |
| Conversion of class B shares in class A shares | | | | 8,620,899 | | (8,620,899) | | - |
| SOPs exercised and RSUs vested | | 10 | | 68,312,944 | | - | | 68,312,944 |
| Shares withheld for employees' taxes | | 10 | | (8,848,203) | | - | | (8,848,203) |
| Shares repurchased | | | | (290,676) | | - | | (290,676) |
| Share issued to service providers | | | | 4,355,374 | | - | | 4,355,374 |
| Issuance of class A shares - Olivia acquisition | | | | 6,097,262 | | - | | 6,097,262 |
| Issuance of class A shares - Spin Pay acquisition | | | | 877,665 | | - | | 877,665 |
| Issuance of class A shares - Cognitect acquisition | | | | 644,934 | | - | | 644,934 |
| Total as of December 31, 2023 | | | | 3,682,625,012 | | 1,083,312,142 | | 4,765,937,154 |
| | | | | | | |
| Shares authorized and unissued | | Class A Ordinary shares | | Class B Ordinary shares | | Total |
| | | | | | | |
| Reserved for the share-based payments | | - | | - | | 228,167,482 |
| Shares authorized which may be issued class A or class B | | - | | - | | 43,519,600,096 |
| Shares authorized and unissued as of December 31, 2025 | | - | | - | | 43,747,767,578 |
| | | | | | | |
| Shares authorized issued | | 3,833,072,934 | | 1,022,600,698 | | 4,855,673,632 |
| Total as of December 31, 2025 | | 3,833,072,934 | | 1,022,600,698 | | 48,603,441,210 |
a) Other share events
As of December 31, 2025, the Company had authorized and unissued ordinary shares, which were reserved for commitments related to business acquisitions, share-based payment plans (note 10) and future issuances for unspecified purposes. These shares may be issued either as class A or class B ordinary shares.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
b) Share capital and share premium reserve
All share classes of the Company had a nominal par value of US$0.0000067 on December 31, 2025 and December 31, 2024, and the total amount of share capital was US$84 on December 31, 2025, (US$84 as of December 31, 2024).
Share premium reserve relates to amounts contributed by shareholders over the par value at the issuance of shares.
The total of exercised Stock Options (SOP) was US$6,221 for the year ended on December 31, 2025 (US$5,546 for the year ended on December 31, 2024).
c) Retained earnings
The retained earnings include the profit or losses of the Group and the share-based payment reserve amount, as shown in the table below.
As described in note 10, the Group's share-based payments include incentives in the form of SOPs, RSUs and Awards. Further, the Company can use the reserve to absorb accumulated losses.
| Schedule of accumulated losses | | | | | |
| | 2025 | | 2024 | | 2023 |
| | | | | | |
| Retained earnings | 5,151,437 | | 2,280,302 | | 329,468 |
| Share-based payments reserve | 1,261,263 | | 1,140,294 | | 947,481 |
| Total attributable to shareholders of the parent company | 6,412,700 | | 3,420,596 | | 1,276,949 |
d) Shares repurchased and withheld
Shares may be repurchased from certain former employees when they leave the Group, due to contractual terms of deferred payments on business combinations, or withheld because of RSUs plans to settle the employee’s tax obligation. These shares repurchased or withheld are canceled and cannot be reissued or subscribed. During the years ended December 31, 2025, 2024 and 2023, the following shares were withheld:
| Schedule of shares repurchased | | | | | |
| | 2025 | | 2024 | | 2023 |
| Number of shares repurchased | - | | - | | 290,676 |
| Total value of shares repurchased | - | | - | | - |
| Number of shares withheld - RSU | 11,660,076 | | 8,860,778 | | 8,848,203 |
| Total value of shares withheld - RSU | 146,166 | | 100,847 | | 52,242 |
e) Accumulated other comprehensive income (loss)
Other comprehensive income (loss) includes the amounts, net of the related tax effect, of the adjustments to assets and liabilities recognized in equity through the consolidated statement of comprehensive income.
Other comprehensive income that may be subsequently reclassified to profit or loss is related to cash flow hedges that qualify as effective hedges and currency translation that represents the cumulative gains and losses on the retranslation of the Group’s investment in foreign operations. These amounts will remain under this heading until they are recognized in the consolidated statement of income in the periods in which the hedged items affect it, for example, in the case of the cash flow hedge.
The own credit reserve reflects the cumulative own credit gains and losses on financial liabilities designated at fair value. Amounts in the own credit reserve are not reclassified to profit or loss in future periods.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
The accumulated balances are as follows:
| Schedule of accumulated balances | | | | | |
| | 2025 | | 2024 | | 2023 |
| | | | | | |
| Cash flow hedge effects, net of deferred taxes | (4,076) | | 22,750 | | 12,417 |
| Currency translation on foreign entities | (196,018) | | (862,977) | | 135,497 |
| Changes in fair value - financial instruments at FVTOCI, net of deferred taxes | 15,296 | | 11,582 | | 7,998 |
| Own credit adjustment effects | 498 | | 478 | | 518 |
| Total | (184,300) | | (828,167) | | 156,430 |
32. Management of financial risks, financial instruments, and other risks
a) Overview
The Group monitors risks that could materially impact strategic objectives or regulatory compliance. To efficiently manage and mitigate these risks, the risk management structure identifies and assesses the risks based on their potential impact on financial results, capital, liquidity, customer relationships, and reputation. This prioritization aims to ensure that the Group captures opportunities while mitigating threats to its strategic pillars.
b) Risk management structure
Risk Management is a fundamental pillar of the Group's strategic governance. The risk management framework is integrated across the entire Group with the objective of ensuring that risks are consistently identified, measured, mitigated, monitored, and reported. This continuous process is embedded in the Group’s culture and decision-making structures, aiming to minimize losses, maximizing profitability, and reinforce the Group’s core values.
The Group's risk management structure considers the size and complexity of its business, which allows tracking, monitoring, and control of the risks to which it is exposed. The risk management process is aligned with management guidelines, which, through committees and other internal meetings, define strategic objectives, including risk appetite. Conversely, the capital control and capital management units provide support through risk and capital monitoring and analysis processes.
The Group considers a Risk Appetite Statement (“RAS”) to be an essential instrument to support risk management and decision making. The Board of Directors reviews and approves the RAS, as guidelines and limits for the business plan and capital deployment. Nu has defined a RAS that prioritizes the main risks and, for each of these, qualitative statements and quantitative metrics expressed in relation to earnings, capital, risk measures, liquidity, and other relevant measures were implemented, as appropriate.
Nu operates on the three-line model, which helps to identify structures and processes that best support the achievement of objectives and facilitate a robust governance and risk management structure.
● First line: business functions and support functions/areas or activities that generate exposure to risk, whose managers are responsible for managing them in accordance with policies, limits and other conditions defined and approved by the Board. The first line must have the means to identify, measure, treat and report risks.
● Second line: consisting of the areas of Risk Management, Internal Controls and Compliance, it is responsible for ensuring an effective control of risks and that they are managed in accordance with the defined risk tolerance level. It is also responsible for proposing risk management policies, developing risk models and methodologies, and first-line supervision.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
● Third line: composed of the Internal Audit, is responsible for periodically and independently evaluating whether policies, methods and procedures are adequate, in addition to verifying their effective implementation.
Another important element of the risk management framework is the structure of Technical Forums and Committees. These governance bodies were designed and implemented to monitor and make decisions on aspects associated with the Group's management and control. Nu has implemented this structure both at a Global and a country-level perspective, as described below.
Global risk-related Governance body:
● Audit and Risk Committee: established as a Board of Director level committee designed to assist the Board in fulfilling responsibilities of the Company’s governance, risk management, and financial reporting. Its primary responsibilities includes: evaluating the performance, independence and progress of internal audit and the independent external audit, reviewing and discussing the annual audited financial statements and unaudited quarterly financial statements with management and the independent auditor, monitoring the effectiveness of internal control systems and ensuring management implements recommendations made by internal and independent auditors. The committee is also responsible for overseeing Company’s risk management framework and control functions, including monitoring risk exposure levels against the RAS). The committee is composed of three independent members and meets at least quarterly.
Country-level risk-related Governance bodies:
Each of the countries where the Group has operations established a structure of governance based on the relevant regulatory requirements and composed of the following elements. Depending on the nature of the subject to be managed, some Committees and meetings can be grouped to cover more than one country.
● Risk Committee: its objective is to assist the country's executive officers in the performance of the entity’s risk management and control functions, monitoring the level of risk exposure according to risk tolerance. It also aims to adopt strategies, policies and measures aimed at disseminating a culture of internal controls and risk mitigation.
● Audit Committee: its main duties are to evaluate the performance and progress of the work of the Internal Audit function, the independent auditors, and the respective reports related to the internal control systems, to follow the recommendations made by internal and independent auditors to management, and to review and discuss with management and the independent auditor the annual audited financial statements and unaudited quarterly financial statements.
● Technical Forums: regular meetings to discuss key risks, mitigatory and propose recommendations to the country-level Risk Committee. Depending on the materiality in each of the countries, each of the following risks listed below may have its own Technical Forum, with the participation of executives from associated areas: Credit, Accounting, Tax, Asset and Liability management ("ALM") / Capital, Operational and Internal Control, Conduct, Information Technology and Cyber Risks ("IT"), Compliance, Anti-Money Laundering ("AML"), Fraud Prevention, Wholesale, Sustainability and Credit Provisions, Reputational and Model Risk. Each Technical Forum has its own charter, establishing the scope of work, voting members and other working model attributes.
c) Risks actively monitored
Risks that are actively monitored by the Group include Credit Risk, Liquidity Risk, Market Risk, Interest Rate Risk in the Banking Book (IRRBB), Foreign exchange (FX), Operational, IT and Cyber, Regulatory, Compliance and AML (Anti-money laundering), Reputational Risk, Model Risk and Risk from Cryptocurrency business. The management of these risks is carried out according to the three-line model, considering policies and procedures in place, as well as the limits established in the RAS. Also, there is a Stress Testing program in place.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
Each of the risks described below has its own methodologies, systems and processes for its identification, measurement, evaluation, monitoring, reporting, control, and mitigation.
In the case of financial risks, such as credit, liquidity, IRRBB and market, the measurement is undertaken based on quantitative models and, in certain cases, prospective scenarios in relation to the main variables involved, respecting the applicable regulatory requirements and best market practices. Non-financial risks, such as operational risk and technological/cyber risks, are measured using impact criteria (inherent risk), considering potential financial losses, reputational damage, customer perception, and legal/regulatory obligations, as well as evaluated in relation to the effectiveness of the respective structure of internal controls.
Based on the results of the measurement and risk assessment activities, the adherence of the residual exposure to Nu's risk tolerance is verified. Necessary actions to mitigate risks are presented and discussed in the governance structure (Technical Forums and Risk Committees), which are also the channels responsible for approving and monitoring the implementation of action plans.
Credit risk
Credit risk is defined as the possibility of losses associated with failure of customers or counterparties to pay their contractual obligations; the depreciation or reduction of the expected gains from financial instruments due to the deterioration of the credit quality of customers or counterparties; the costs of recovering the deteriorated exposure; and any advantage given to customers or counterparties due to deterioration in their credit quality.
The credit risk control and management structure is independent of the business units, and is responsible for the processes and tools to measure, monitor, control and report the credit risk of products and other financial operations, continuously verifying their adherence to the policies and structure of approved limits. There is also an assessment of the possible impacts arising from changes in the economic environment, to ensure that the loan portfolio is resilient to economic crises.
Credit risk management is carried out by the Credit Risk team with a centralized role independent of the business units, and is responsible for:
| • | Establishing governance, policies and procedures aimed at maintaining exposure to credit risks in accordance with the levels set in the RAS; |
| • | Monitoring and notifying management of the risk levels (tolerance compliance) of the credit portfolio, including recommendations for improvement, when applicable; |
| • | Identifying and assessing inherent risks and respective mitigators in the launch of new products and significant changes in existing processes; and |
| • | Estimating the expected credit losses according to consistent and verifiable criteria, in line with existing regulations. |
The Group’s outstanding balance of financial assets and other exposures to credit risk is shown in the table below:
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
| Schedule of outstanding balance of financial assets | | | |
| | 2025 | | 2024 |
| | | | |
| Financial assets | | | |
| Cash and cash equivalents | 15,003,643 | | 9,185,742 |
| | | | |
| Securities | 1,059,923 | | 665,242 |
| Derivatives | 80,748 | | 75,464 |
| Financial assets at fair value through profit or loss | 1,140,671 | | 740,706 |
| | | | |
| Securities | 12,157,076 | | 9,913,517 |
| Financial assets at fair value through other comprehensive income | 12,157,076 | | 9,913,517 |
| | | | |
| Credit card receivables | 18,267,904 | | 12,259,276 |
| Loans to customers | 9,421,458 | | 5,321,885 |
| Compulsory and other deposits at central banks | 9,537,788 | | 6,743,336 |
| Other receivables | 1,000,683 | | 1,413,443 |
| Other financial assets | 148,777 | | 78,483 |
| Securities | 3,141,504 | | 885,418 |
| Financial assets at amortized cost | 41,518,114 | | 26,701,841 |
| | | | |
| Other exposures | | | |
| Unused limits (i) | 28,841,327 | | 17,663,606 |
| Credit Commitments | 28,841,327 | | 17,663,606 |
| (i) | Unused limits are not recorded in the statement of financial position but are considered in the measurement of the ECL because it represents credit risk exposure. |
Liquidity risk
Liquidity risk is defined as:
| • | the ability of an entity to fund increases in assets and meet obligations as they come due, without incurring unacceptable losses; and |
| • | the possibility of not being able to easily exit a financial position due to its size compared to the traded volume in the market. |
The liquidity risk management structure uses future cash flow data, applying what the Company believes to be severe stress scenario to these cash flows, to measure whether the volume of high-quality liquid assets that the Group holds is sufficient to ensure its financial resilience. The liquidity indicators are monitored daily, using procedures approved by Management, and compared with the approved limit structure, in accordance with the Group's declared risk tolerance.
Among the main liquidity indicators, Nu uses:
| • | Short-Term Liquidity Ratio: the Group uses an internal methodology which measures whether it holds sufficient high quality liquid assets to cover short term (unexpected) outflows in a severe stress scenario. |
| • | Funding Ratios and Gaps: to ensure long term Balance Sheet stability, the Group establishes conservative limits for the ratios and cumulative gaps (the value difference) between assets and liabilities in all future maturity buckets, using expected behavioral maturities, calculated with historical internal data. |
The Group has a detailed Contingency Funding Plan for each entity, outlining management actions that must be taken in response to a deterioration of the liquidity indicators.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
Primary sources of funding - by maturity
| Schedule of primary sources of funding - by maturity | | | | | | | | | | | | | | | | |
| | | 2025 | | 2024 |
| Funding Sources | | Up to 12 months | | Over 12 months | | Total | | % | | Up to 12 months | | Over 12 months | | Total | | % |
| | | | | | | | | | | | | | | | | |
| Bank receipt of deposits (RDB) (i) | | 31,869,219 | | 135,606 | | 32,004,825 | | 87% | | 21,402,435 | | 109,409 | | 21,511,844 | | 91% |
| Borrowings and financing | | 2,525,443 | | 1,872,773 | | 4,398,216 | | 12% | | 414,291 | | 1,316,066 | | 1,730,357 | | 7% |
| Bank certificate of deposit (CDB) | | 363,783 | | 104,151 | | 467,934 | | 1% | | 462,407 | | 83,988 | | 546,395 | | 2% |
| Total | | 34,758,445 | | 2,112,530 | | 36,870,975 | | 100% | | 22,279,133 | | 1,509,463 | | 23,788,596 | | 100% |
| (i) | Considering the earliest date the customer can redeem, which is the worst-case scenario from the perspective of the Group. For liquidity risk management, Nu considers a run-off scenario, according to historical customer behavior. |
Maturities of financial assets and liabilities
The table below summarizes the Group’s financial assets contractual cash flows and their contractual maturities:
| Schedule of financial assets contractual maturities | | | | | | | | | | | |
| | 2025 |
| | Carrying amount | | Total | | Up to 1 month | | 1 to 3 months | | 3 to 12 months | | Over 12 months |
| | | | | | | | | | | | |
| Financial assets | | | | | | | | | | | |
| Credit card receivables (i) | 18,267,904 | | 19,723,978 | | 7,782,439 | | 6,378,157 | | 5,310,675 | | 252,707 |
| Securities | 16,358,503 | | 16,959,426 | | 482,433 | | 2,531,311 | | 1,895,395 | | 12,050,287 |
| Compulsory and other deposits at central banks | 9,537,788 | | 9,537,788 | | 9,537,788 | | - | | - | | - |
| Cash and cash equivalents | 15,003,643 | | 15,003,643 | | 15,003,643 | | - | | - | | - |
| Loans to customers (i) | 9,421,458 | | 14,281,017 | | 1,088,456 | | 2,114,617 | | 5,234,192 | | 5,843,752 |
| Other receivables | 1,000,683 | | 1,028,280 | | 427,853 | | 296,134 | | 304,293 | | - |
| Other assets | 1,403,870 | | 1,403,870 | | 1,403,870 | | - | | - | | - |
| Total Financial Assets | 70,993,849 | | 77,938,003 | | 35,726,483 | | 11,320,219 | | 12,744,555 | | 18,146,746 |
| (i) | The cash flows for Credit card receivables and Loans to customers consider only operations that are not overdue. |
The tables below summarize the Group’s financial liabilities and their contractual maturities:
| Schedule of financial liabilities and contractual maturities | | | | | | | | | | | |
| | 2025 |
| | Carrying amount | | Total (iii) | | Up to 1 month | | 1 to 3 months | | 3 to 12 months | | Over 12 months |
| | | | | | | | | | | | |
| Financial liabilities | | | | | | | | | | | |
| Derivatives | 65,969 | | 66,020 | | 19,832 | | 18,846 | | 10,919 | | 16,423 |
| Repurchase agreements | 783,837 | | 785,663 | | 525,999 | | 259,664 | | - | | - |
| Deposits from customers (i) | 9,452,342 | | 9,452,342 | | 8,007,913 | | 980,250 | | 383,881 | | 80,298 |
| Bank receipt of deposits (RDB) (ii) | 32,004,825 | | 32,957,907 | | 31,248,807 | | 466,094 | | 947,390 | | 295,616 |
| Bank certificate of deposit (CDB) | 467,934 | | 515,277 | | 28,556 | | 130,576 | | 227,108 | | 129,037 |
| Payables to credit card network | 13,633,823 | | 13,633,972 | | 5,337,904 | | 4,262,348 | | 3,767,619 | | 266,101 |
| Borrowings and financing | 4,398,216 | | 4,983,343 | | 87,685 | | 336,237 | | 2,240,707 | | 2,318,714 |
| Total Financial Liabilities | 60,806,946 | | 62,394,524 | | 45,256,696 | | 6,454,015 | | 7,577,624 | | 3,106,189 |
| (i) | In accordance with regulatory requirements and in guarantee of these deposits, the Group holds the total amount of US$93,955 in eligible securities composed of Brazilian government bonds as described in note 12b, under a dedicated account within the Central Bank of Brazil as of December 31, 2025 (US$51,128 as of December 31, 2024). |
| (ii) | Considering the earliest date in which the customer can withdraw the deposit. |
| (iii) | The total was projected considering the exchange rate of Brazilian Reais, Mexican and Colombian Pesos to US$ as of December 31, 2025. |
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
The unused limit of credit cards is the pre-approved limit that has not yet been used by the customer and represents the current maximum potential credit exposure. Therefore, it does not represent the real need for liquidity arising from commitments. When customers reach their limits, the expected duration of the credit card receivables is shorter than the duration of the payables to network.
In view of the asset allocation profile presented above, the Group establishes a funding plan with the aim of maintaining a healthy financial position in the short and long term. The main source of funding is the deposit franchise (Deposits in electronic money and Bank receipt of deposits), which the Group aims to match with a liquidity cushion on the asset side. Securities are mainly composed of Government Bonds, which may have longer maturities (as demonstrated in the table above), but are traded in a market that has historically had high liquidity.
Additionally, despite being contractually redeemable in the short term, the Group considers deposits balance to be a growing financing instrument, used alongside with other debt issuances to guarantee a proper mix of funding sources.
The Group monitors and utilizes this information as part of its mechanism for managing liquidity risk.
Market risk and Interest Rate Risk in the Banking Book (IRRBB)
Market risk is defined as the risk of losses arising from movements in market risk factors, such as interest rate risk, equities, foreign exchange (FX) rates and commodities prices. IRRBB refers to the current or prospective risk to an entity's capital and earnings arising from adverse movements in interest rates that affect the banking book positions.
A market risk and IRRBB control and management structure, operating independently from the business units, is responsible for the processes and tools to measure, monitor, control and report the market risk and IRRBB, while continuously verifying compliance with approved policies and limits.
Management of market risk and IRRBB is based on metrics that are reported to the Asset & Liability Management and Capital ("ALM") Technical Forum and to the country-level Risk Committee. Management is authorized to use financial instruments as outlined in the Group's internal policies to hedge market risk & IRRBB exposures.
Management of market risk and interest rate risk in the banking book (IRRBB) is based on the following metrics:
● Interest Rate Sensitivity (DV01): impact on the market value of cash flows, when submitted to a one basis point increase in the current annual interest rates or index rate;
● Value at Risk (VaR): maximum market value loss for a holding period with a confidence level; and
● FX exposures: considering all financial positions that bring FX risk and operational expenses in other currencies.
In Brazil, the Brazilian Central Bank (BCB) requires an assessment of the sufficiency of capital for the interest rate risk of the banking book (IRRBB) based on Delta EVE and Delta NII metrics. The Group calculates these metrics in Brazil according to the regulator standard for managing this capital requirement. Delta EVE is the change in the Group's economic value of equity in the scenarios prescribed by the BCB. Delta NII is the change in the Group's net interest income in the same standard prescribed scenarios.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
The table below presents the Value at Risk (VaR) calculated using a confidence level of 99% and a holding period of 10 days. The calculation is performed using a filtered historical simulation approach, based on a 5-year historical window. For Brazil VaR is calculated only for the Trading Book, while in Mexico it is presented for the Available for Sale portfolio, in line with regulation and portfolio management strategies.
| Schedule of vaR for the entities | | | | |
| VaR | | 2025 | | 2024 |
| | | | | |
| Nu Prudential Conglomerate - Brazil | | 13 | | 433 |
| Nu Holdings (i) | | 576 | | 14,528 |
| Nu México | | 145 | | 651 |
| (i) | Considers only financial assets held directly by Nu Holdings as other subsidiaries do not have significant market risk exposures. |
The following analysis presents the Group's whole Financial Position sensitivity of the fair value to an increase of 1 basis point (“bp”) (DV01) in the Brazilian risk-free curve, Brazilian IPCA coupon curve, US risk-free curve, Mexican risk-free curve and Turkish risk-free curve, assuming a parallel shift and a constant financial position:
| Schedule of mark to market fair value | | | | |
| DV01 | | 2025 | | 2024 |
| | | | | |
| Brazilian risk-free curve | | (766) | | (363) |
| Turkish risk-free curve | | (147) | | — |
| US risk-free curve | | (33) | | (147) |
| Mexican risk-free curve | | (42) | | (2) |
| Colombia risk-free curve | | (257) | | (53) |
Foreign exchange (FX) risk
The financial information may exhibit volatility due to the Group’s operations in foreign currencies, such as the Brazilian Real and the Mexican and Colombian Pesos. At the Nu Holdings level, there is no net investment hedge for investments in other countries.
Expenses in other currencies (USD and EUR) are hedged within a hedge accounting framework, but other economic hedge relationships exist and are governed by an FX residual exposure framework within the market risk management structure. A non-exhaustive list comprises loans, bonds, cash accounts, and time deposits in other currencies than the functional currency of each entity, and the total exposure is always kept within the tolerance level defined by the Group on this instance.
As of December 31, 2025 and December 31, 2024, none of the entities of the Group had significant unhedged FX exposures in currencies other than their respective functional currencies.
Operational risk
Operational risk is defined as the potential for losses resulting from external events or from failures, deficiencies or inadequacies of internal processes, people or systems. In this context, the legal risk associated with inadequacy or deficiency in contracts signed by Nu, sanctions due to non-compliance with applicable laws and regulations, and compensation for damages to third parties arising from the activities developed by the Company must also be considered.
The structure of control and management of operational risk and internal controls is independent of the business and support units, and is responsible for the identification and assessment of operational risks, as well as for evaluating the design and effectiveness of the internal controls. The operational risk framework covers, among other, risks such as systems and services disruption, external fraud and failures in activities involved in payment scheme arrangements. This independent structure is also responsible for the preparation and periodic testing of the business continuity plan and for coordinating the risk assessment in new product launches and significant changes to existing processes.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
Within the risk management governance process, formal mechanisms are used to identify, measure, evaluate, monitor, and report operational risk events to each business and support areas, in addition to disseminating the control culture to other employees. The main results of risk assessments are presented in the Technical Forums and in the Risk Committee, when applicable. Applicable improvement recommendations result in action plans with planned deadlines and responsibilities.
Information Technology/Cyber ("IT") risk
IT/Cyber risk is defined as the adverse effects arising from a range of possible threats to the information technology infrastructure, including cybersecurity (occurrence of information security incidents), incident management (ineffective incident/problem management process, impact about service levels, costs and customer dissatisfaction), identity and access management (unauthorized access to sensitive information), data management (lack of compliance with data privacy laws or gaps in data management governance or data leakage issues), among others.
The structure of control and management of IT Risk is independent of the business and support units, and is responsible for the identifying, evaluating, measuring, monitoring, controlling, and reporting Information Technology risks in relation to the risk tolerance levels approved by the Board. The Group is committed to investing in preventive, detective and corrective controls, as well as technologies to mitigate cyber threats.
Nu continuously assesses its exposure to cyber and technology risks, including emerging threats, and evaluates their potential impacts on business continuity, customers, data integrity, and regulatory compliance.
The results of the IT risk and controls assessments are regularly discussed at the Technical Forums and presented to the Risk Committee when applicable. The applicable improvement recommendations result in action plans with planned deadlines and responsibilities.
Regulatory risk
In a complex and highly regulated environment, legislative and regulatory initiatives may result in significant changes to Nu's regulatory framework and consequently its business activities.
To address such risks Nu maintains teams in Brazil, Colombia and Mexico dedicated to monitoring these changes and communicating the potential impacts to the Group and the broader financial industry.
Legislative and regulatory initiatives that can present a material impact to the Group are brought to the attention of the Risk Committee and the management team allowing the Group, when necessary, to adjust its strategy and decide on the best course of action to deal with such changes.
Compliance, Ethics and Anti-Money Laundering
As the Group operates in a highly regulated environment, a robust Compliance, Ethics and Anti-Money Laundering program was established. The Group has resources dedicated to the Compliance and Regulatory, Ethics, as well as to Anti Money Laundering Program and Combating the Financing of Terrorism.
The Ethics Program sets the minimum conduct standards for the organization, including Code of Conduct, Compliance Policies, Training, and Awareness Campaigns, as well as an independent Whistleblower Channel. Some examples include the anti-bribery and corruption risks, conflict of interest, related parties, insider trading as well as any violations from Nu's Code of Conduct.
The Regulatory Compliance team is focused on overseeing the regulatory adherence of the organization. The main activities involve regulatory tracking and managing the regulatory adherence, assessment of new products and features, advisory, Compliance testing as well as centralizing the relationship with regulators regarding requests of information and exams. If not in compliance with laws and regulations, the Group may be exposed to sanctions, loss of license as well as potential criminal implications on management.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
Nu's Anti Money Laundering (AML) Program represents the global framework and guidelines for AML, Combating Terrorism Financing (CTF) and Sanctions Evasion risks, and is the basis for the AML team's strategic planning. It involves the risk of the company being exposed to sanctions for not implementing controls to avoid AML, Terrorism Financing, and Sanctions Evasion.
The Program is structured in three levels - strategic, tactical, and operational - and it is composed of 7 pillars (strategic level): Enterprise Risk Assessment; Policies and Procedures; Communication and Training; Know Your Customer (KYC); Due Diligence (KYE, KYS, KYP and KYB); MSAC - Monitoring, Selection, Analysis and Communication (SAR); and Effectiveness Assessment Program.
Reputational risk
The Group believes that the materialization of other risks can negatively impact its reputation, as they are closely linked. Unfavorable events in different risk areas such as business continuity, cyber security, ethics and integrity, negative social media activity, among others, can damage Nu's reputation.
Therefore, the Group has teams and processes in place dedicated to overseeing external communication and for crisis management, which are key elements in identifying and mitigating reputational incidents, as well as to gain long-term insight to better prevent or respond to similar situations in the future.
Risks from cryptocurrency business
In addition to the risks set out above, the Group's activities and services related to cryptocurrency (NuCrypto) generate specific risks which are directly related to cryptocurrency technology. NuCrypto may utilize the services of third-party licensed trust companies in the operation and management of the cryptocurrency business activity. The Group maintains a copy of the records held by the third-party as well as its own internal tracking of customers' assets for reconciliation purposes. NuCrypto may have a liability to indemnify customers under consumer protection laws (like any other supplier of goods and services in Brazil) but the agent is obligated to secure the assets and protect them from loss and theft. Currently, the majority of assets under custody are managed internally, and liquidity providers operate within a trust structure and carry insurance for potential losses which the Group would seek to make claims upon if required, with any benefit obtained being transferred to impacted customers.
Stress testing program
The stress testing program considers shocks/impacts to Nu's main products, such as credit cards, personal loans and funding instruments, in addition to their respective sub-products. Scenarios are integrated, with different risks being considered simultaneously, at different levels of intensity and probability, as well as scenarios in which managerial actions are taken to increase the Group's resilience and preserve its capital and liquidity indicators.
The proposed scenarios are presented to the Stress Testing Technical Forum. The scenarios to be addressed, duration and severity and plausibility of each shock are discussed, as well as the ways in which they will be modeled and the level of detail required. After modeling and executing the tests, the results are submitted to the appropriate committees and technical forums, an integral part of Nu's risk management structure. The proposed actions aimed at ensuring the Group's resilience are discussed and approved. The Stress Testing Program is updated annually and defines which tests the team must undertake in the next 12 months.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
33. Capital management
The purpose of capital management is to maintain the capital adequacy for Nu's operation through control and monitoring of the capital position, to evaluate the capital necessity according to the risk appetite and strategic aim of the organization, and to establish a capital planning process. Accordingly, future requirements of regulatory capital are assessed based on the Group's growth projections, risk exposure, market movements, and other relevant information. Also, the capital management structure is responsible for identifying sources of capital, writing and submitting the capital plan and the capital contingency plan for approval by the Executive Directors.
Regulatory Capital Composition
The Company is not subject to specific regulatory capital requirements, however, the regulated subsidiaries in each country must comply with local rules. The capital adequacy of the regulated subsidiaries are detailed below.
a) Nu Prudential Conglomerate in Brazil
Brazil's Central bank defines a prudential conglomerate as a group of companies in which one regulated entity controls other regulated companies or investment funds. The conglomerate is classified as Type 3 when the regulated company that leads the conglomerate is a Payment Institution, as applies to Nu Pagamentos.
The regulatory capital of the prudential conglomerate, defined by Brazil's Central Bank, consists of three key components:
| • | Common Equity Tier 1 (CET1) Capital: Consisting of paid-in capital, reserves, and retained earnings, after accounting for deductions and prudential adjustments. |
| • | Additional Tier 1 (AT1) Capital: This includes debt instruments that have no specific maturity and can absorb losses, meeting the eligibility criteria set out by the Central Bank. The sum of CET1 and AT1 forms the overall Tier 1 Capital. |
| • | Tier II Capital: This involves subordinated debt instruments with set maturity dates that meet eligibility requirements. |
Type 3 institutions are required to implement capital rules as a prudential conglomerate. This implementation involved a phase-in period for minimum capital requirements and prudential adjustments, extending until December 2024. From January 2025, Nu operates under the full requirements.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
The following table presents the calculated capital ratios for the CET1, Tier 1, and the Capital Adequacy Ratio (CAR) and outlines their minimum requirements for the prudential conglomerate under Brazil's current regulations:
| Schedule of financial conglomerate | | | |
| Prudential conglomerate | 2025 | | 2024 |
| | | | |
| Regulatory Capital | 5,159,443 | | 3,629,737 |
| Tier I | 4,472,543 | | 3,250,052 |
| Common equity capital | 4,045,444 | | 2,940,941 |
| Additional | 427,099 | | 309,111 |
| Tier II | 686,900 | | 379,685 |
| | | | |
| Risk weighted assets (RWA) | 31,141,647 | | 20,071,878 |
| Credit risk (RWA CPAD) | 22,364,039 | | 14,771,860 |
| Market risk (RWA MPAD) | 1,196,138 | | 46,080 |
| Operational risk (RWA OPAD) | 5,941,247 | | 4,506,187 |
| Payment services risk (RWA SP) | 1,640,223 | | 747,751 |
| | | | |
| Minimum capital required | 3,269,873 | | 1,756,289 |
| | | | |
| Excess margin | 1,889,570 | | 1,873,448 |
| | | | |
| CET1 ratio | 13.0% | | 14.7% |
| Tier 1 ratio | 14.4% | | 16.2% |
| CAR | 16.6% | | 18.1% |
b) Nu Mexico Financiera
As of December 31, 2025, regulatory capital was US$402,002 (US$288,654 as of December 31, 2024). This translated into a Capital ratio of 15.4% (19.2% as of December 31, 2024), above the 10.5% minimum required for Category 4 Sociedades Financieras Populares ("SOFIPO").
c) Nu Colombia
As of December 31, 2025, regulatory capital was US$131,965 (US$184,793 as of December 31, 2024). This translated into a Capital ratio of 16.9% (22.6% as of December 31, 2024), above the 10.5% minimum required for credit institutions in Colombia.
34. Segment information
In reviewing the operational performance of the Group and allocating resources, the Chief Operating Decision Maker of the Group (“CODM”), who is the Group’s Chief Executive Officer (“CEO”), reviews the consolidated statement of income and comprehensive income.
The CODM considers the whole Group as a single operating and reportable segment, monitoring operations, making decisions on fund allocation, and evaluating performance. The CODM reviews relevant financial data on a combined basis for all subsidiaries.
The Group’s income, results, and assets for this one reportable segment can be determined by reference to the consolidated statement of income and other comprehensive income as well as the consolidated statements of financial position.
a) Information about products and services
The information about products and services is disclosed in note 6.
Nu Holdings Ltd. Consolidated Financial Statements for the year ended December 31, 2025 |
| |
b) Information about geographical area
The table below shows the revenue and non-current assets per geographical area:
| Schedule of revenue and non-current assets per geographical area | | | | | | | | | |
| | Revenue (i) | | Non-current assets (ii) |
| | | | |
| | 2025 | | 2024 | | 2023 | | 2025 | | 2024 |
| | | | | | | | | | |
| Brazil | 11,038,313 | | 8,409,961 | | 5,728,748 | | 852,770 | | 583,713 |
| Mexico | 808,113 | | 523,112 | | 354,884 | | 60,303 | | 42,915 |
| Other countries | 237,340 | | 118,184 | | 76,382 | | 147,761 | | 98,469 |
| Total | 12,083,766 | | 9,051,257 | | 6,160,014 | | 1,060,834 | | 725,097 |
| (i) | Includes interest income (credit card, loan and other receivables), credit and prepaid card income, late fees, insurance commission and other fees and commission income. |
| (ii) | Non-current assets are right-of-use assets, property, plant and equipment, intangible assets, and goodwill. |
The Group had no single customer that represented 10% or more of the Group's revenues in the years ended December 31, 2025, 2024 and 2023.
35. Subsequent events
a) Expansion of U.S. Operations: Nubank N.A. (OCC Approval)
On January 29, 2026, Nu received conditional approval from the Office of the Comptroller of the Currency (OCC) of the United States for the formation of a national bank, Nubank N.A. The conditional approval is aligned with the Company's strategy to expand its operations and product offerings in the United States. Once the OCC's conditions are satisfied and final approval is granted, the national bank charter will enable Nubank to operate under a comprehensive federal regulatory framework and facilitate the offering of deposit accounts, credit cards, lending products and digital-asset custody services. Nu submitted its application to the OCC on September 30, 2025.
b) Credit Guaranty Fund (FGC) Recapitalization
In February 2026, the Board of Directors of the Fundo Garantidor de Créditos (FGC), Brazil's deposit insurance fund, approved an emergency recapitalization plan following the liquidation of certain banks by the Central Bank of Brazil, requiring member institutions, including subsidiaries of the Company, to advance contributions over a multi-year period. On March 25, 2026, the Company advanced US$186,441 to the FGC pursuant to this plan.
