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. Form 20-F | 2025 11 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. Form 20-F | 2025 12 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. Form 20-F | 2025 13 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; Form 20-F | 2025 14 ○ 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. Form 20-F | 2025 15 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. Form 20-F | 2025 16 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. Form 20-F | 2025 17 ● 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: Form 20-F | 2025 18 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: Form 20-F | 2025 19 ● 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$227.9 billion in 2025, growing 7% (11% on an FX-neutral basis) relative to 2024, according to our internal analysis based on publicly available information. Our market share for the year ended December 31, 2025 reached approximately 5% of SAM, demonstrating the massive opportunity ahead. Brazil, Mexico and Colombia Estimated Financial Retail Industry Revenue 2025 Sources: internal estimates based on public sources (BCB, Anbima, Abecs, Susep, CNSeg, BNDES, Abiacom, Banxico, CNBV, Condusef, CNFS, Banco de la Republica, SFC, Asofiduciarias, Fasecolda, CCCE, company data, others). Form 20-F | 2025 20 Interest and Fee Income Breakdown by Product Category and Nu's Market Share (US$ 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. Form 20-F | 2025 21 ● 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 (%) Form 20-F | 2025 22 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. Form 20-F | 2025 23 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. Form 20-F | 2025 24 ● 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. Form 20-F | 2025 25 ● 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: A. Grow Our Nu Ecosystem 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. Form 20-F | 2025 26 ○ 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. Form 20-F | 2025 27 ○ 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. Form 20-F | 2025 28 ○ 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. Form 20-F | 2025 29 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. Form 20-F | 2025 30 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. Form 20-F | 2025 31 ○ 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 ● Free withdrawals ● 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) Form 20-F | 2025 32 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 ● Free withdrawals ● 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 Form 20-F | 2025 33 ● Effortless protection with easy to manage transaction limits ● Scheduled and recurring payments available to facilitate financial planning and organization ● No fees ● Pix via WhatsApp & Voice ● Instant settlement ● Available 24/7 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 Form 20-F | 2025 34 ● 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 Form 20-F | 2025 35 ● 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 ● Transparent fee pricing ● Wide portfolio of investment choices ● No-fee stock trading ● 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. Form 20-F | 2025 36 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 Form 20-F | 2025 37 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: ● Low interest rate ● 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) Form 20-F | 2025 38 ● 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 Form 20-F | 2025 39 ● Fast, simple, and clear application process ● Transparent and disruptive fee structure ● Packages fully customized to each customer’s circumstances ● Easy claims process ● 24/7 customer service 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 Form 20-F | 2025 40 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: Form 20-F | 2025 41 ○ 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. Form 20-F | 2025 42 ● 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. Form 20-F | 2025 43 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. Form 20-F | 2025 44 ● 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). Form 20-F | 2025 45 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. Form 20-F | 2025 46 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) Form 20-F | 2025 47 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. Form 20-F | 2025 48 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. Form 20-F | 2025 49 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. Form 20-F | 2025 50 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. Form 20-F | 2025 51 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. D. Customer Assets Account 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%. Form 20-F | 2025 52 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. E. Insurance Brokerage 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. Form 20-F | 2025 53 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 ● regulatory licenses. 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. Form 20-F | 2025 54 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. Form 20-F | 2025 55 ​​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”). Form 20-F | 2025 56 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. Form 20-F | 2025 57 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. Form 20-F | 2025 58 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. Form 20-F | 2025 59 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. Form 20-F | 2025 60 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. Form 20-F | 2025 61 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. Form 20-F | 2025 62 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. Form 20-F | 2025 63 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. Form 20-F | 2025 64 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. Form 20-F | 2025 65 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. Form 20-F | 2025 66 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. Form 20-F | 2025 67 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. Form 20-F | 2025 68 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 Form 20-F | 2025 69 ● 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. Form 20-F | 2025 70 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. Form 20-F | 2025 71 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. Form 20-F | 2025 72 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. Form 20-F | 2025 73 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. Form 20-F | 2025 74 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). Form 20-F | 2025 75 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. Form 20-F | 2025 76 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. Form 20-F | 2025 77 • 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. Form 20-F | 2025 78 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. Form 20-F | 2025 79 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. Form 20-F | 2025 80 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. Form 20-F | 2025 81 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. Form 20-F | 2025 82 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. Form 20-F | 2025 83 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 Form 20-F | 2025 84 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.