and financial review and prospects The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes thereto, included elsewhere in this annual report. The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of events may differ materially from those expressed or implied in such forward-looking statements as a result of various factors, including those set forth in “Cautionary Statement Regarding Forward-Looking Statements” and “Item 3. Key Information—D. Risk Factors". A. Operating Results Selected Consolidated Financial Data The following tables set forth, for the periods and as of the dates indicated, our selected consolidated financial data. Our historical results are not necessarily indicative of the results that may be expected in the future. The following selected consolidated financial data should be read in conjunction with “Item 5. Operating and Financial Review and Prospects” and our consolidated financial statements and related notes included elsewhere in this annual report. The selected statements of financial position as of December 31, 2025, and 2024 and the selected statements of income for the years ended December 31, 2025, 2024, and 2023 have been derived from our audited consolidated financial statements included elsewhere in this annual report, prepared in accordance with IFRS Accounting Standards. Form 20-F | 2025 155 Statement of Income Data For the years ended December 31, 2025 2024 2023 (in US$ millions, except amounts per share) Interest income and gains net of losses on financial instruments 13,434.7 9,631.0 6,439.7 Fee and commission income 2,340.1 1,886.0 1,589.3 Total revenue 15,774.8 11,517.0 8,029.0 Interest and other financial expenses (4,578.7) (2,834.9) (2,036.9) Transactional expenses (366.2) (260.3) (215.9) Expected credit loss (4,204.9) (3,169.0) (2,285.2) Total cost of financial and transactional services provided (9,149.8) (6,264.2) (4,538.0) Gross profit 6,625.0 5,252.8 3,491.0 Operating expenses Customer support and operations (651.8) (604.6) (488.1) General and administrative expenses (1,420.5) (1,256.1) (1,042.3) Marketing expenses (302.8) (246.4) (171.0) Other income 130.0 56.0 27.8 Other expenses (507.9) (406.6) (278.2) Total operating expenses (2,752.9) (2,457.7) (1,951.8) Share of loss in associates (3.7) - - Income before income taxes 3,868.4 2,795.1 1,539.2 Income taxes (996.7) (823.1) (508.6) Net income for the year 2,871.7 1,972.0 1,030.6 Net income attributable to shareholders of the parent company 2,868.9 1,972.0 1,030.6 Net income attributable to non-controlling interests 2.8 - - Earnings per share – Basic 0.5936 0.4115 0.2175 Earnings per share – Diluted 0.5846 0.4034 0.2121 Form 20-F | 2025 156 Statement of Financial Position Data As of December 31, 2025 2024 (US$ millions) Assets Cash and cash equivalents 15,003.6 9,185.7 Financial assets at fair value through profit or loss 1,140.7 740.7 Securities 1,059.9 665.2 Derivatives 80.7 75.5 Financial assets at fair value through other comprehensive income 12,157.1 9,913.5 Securities 12,157.1 9,913.5 Financial assets at amortized cost 41,518.2 26,701.9 Credit card receivables 18,267.9 12,259.3 Loans to customers 9,421.5 5.321.9 Compulsory and other deposits at central banks 9,537.8 6,743.3 Other receivables 1,000.7 1,413.4 Other financial assets 148.8 78.6 Securities 3,141.5 885.4 Other assets 1,403.9 663.6 Deferred tax assets 2,511.0 1,818.3 Investments in associates 98.7 99.4 Right-of-use assets 22.2 20.3 Property, plant and equipment 27.6 25.9 Intangible assets 601.7 347.6 Goodwill 409.4 414.3 Total assets 74,894.0 49,931.2 Liabilities Financial liabilities at fair value through profit or loss 66.0 32.3 Derivatives 66.0 32.3 Financial liabilities at amortized cost 60,741.1 40,227.6 Deposits 41,925.1 28,855.1 Payables to network 13,633.9 9,333.5 Borrowings and financing 4,398.2 1,730.4 Repurchase agreements 783.8 308.6 Salaries, allowances and social security contributions 236.6 180.2 Tax liabilities 1,424.1 1,102.1 Lease liabilities 29.2 26.2 Provisions and contingent liabilities 30.9 22.6 Deferred income 77.6 71.6 Other liabilities 967.0 621.6 Total liabilities 63,572.4 42,284.1 Equity Share capital 0.1 0.1 Share premium reserve 5,062.5 5,053.8 Retained earnings 6,412.7 3,420.6 Other comprehensive income (loss) (184.3) (828.2) Equity attributable to shareholders of the parent company 11,291.0 7,646.3 Equity attributable to non-controlling interests 30.6 0.8 Total equity 11,321.6 7,647.1 Total liabilities and equity 74,894.0 49,931.2 Form 20-F | 2025 157 Overview Our model benefits from low costs across four dimensions: Low Cost to Acquire—We acquire customers efficiently without expensive marketing campaigns or incentives primarily through viral, direct customer referrals. For the year ended December 31, 2025, our CAC was US$7.4 per customer (of which paid marketing accounted for approximately 32%), compared to US$6.4 per customer for the year ended December 31, 2024 (of which paid marketing accounted for approximately 31%). Based on our internal research and publicly available information, we believe our CAC is one of the lowest across consumer FinTech companies in the world. Low Cost to Serve—Our all-digital, cloud-based platform is low cost, highly efficient and scalable. As a result, we estimate that our cost to serve and general and administrative expense per active customer is approximately 85% lower than those of incumbent financial institutions in Brazil, based on their publicly available financial statements. These institutions are burdened by their large physical branch networks and high employee to customer ratios. In Brazil, incumbent banks had, on average, 1,234 customers per employee (according to publicly available data), while our ratio is approximately 14,314 customers per employee as of December 31, 2025, multiple times higher than the ratio of incumbents. Low Cost of Risk—As we have scaled, we have leveraged our growing pool of proprietary data and our NuX credit engine to underwrite customers more effectively, lower fraud rates and lower our overall cost of risk. Credit limits are optimized at a consumer level using our credit underwriting engine that balances the expected marginal revenue and expected marginal loss associated with incremental limits, including the undrawn portion of credit lines, under a worsening economic scenario. In addition, we pursue a “low and grow” strategy with credit limits: we grant lower limits to new customers who we assess as higher risk and then increase those limits selectively based on a positive usage and repayment track record. As of December 31, 2025, our reported NPL 15-90 days late rate reached 3.9% and our NPL 90+ days late rate reached 6.6% in Brazil. For additional information on portfolio risk quality distribution and ECL movements, see notes 13 and 14 to our audited consolidated financial statements. Low Cost of Funding—As a result of the trust our customers have in us and our growing relevance in our customers’ primary banking relationship we have amassed a large and growing pool of customer deposits since the introduction of our NuAccount in 2017, which has supported our funding needs and reduced our funding costs over time. As of December 31, 2025, we had US$41.9 billion of deposits, all of which were acquired directly, without the use of third-party brokers or intermediaries. For more information on our definition and measurement of primary banking relationship, see “—Factors Affecting Our Performance—Our ability to increase transactions and expand revenue from existing customers.” We earn revenue from two main sources: Interest Income and Gains net of Losses on Financial Instruments—We earn interest income from the interest that we charge on revolving and refinanced credit card balances, purchased credit card receivables and loans to customers, as well as the interest we earn on our cash. We invest our cash primarily in government bonds that are highly liquid, and we recognize gains or losses related to fair value changes in these instruments. For the years ended December 31, 2025 and 2024, interest income and gains net of losses on financial instruments represented 85.2% and 83.6% of total revenue, respectively. We earned US$13.4 billion of interest income and gains net of losses on financial instruments for the year ended December 31, 2025 and US$9.6 billion for the year ended December 31, 2024. Fees and Commission Income—Our fees and commission income are closely correlated to the usage of our products. The majority of our fee-based revenue comes from credit and prepaid card income which we earn when our customers make purchases using our cards in credit or prepaid purchases. These fees are set by Mastercard and paid by the merchants who accept our cards. As a result, our customers do not pay these fees, and we are able to offer a core credit card with no annual fees. Fees earned on credit card purchases are higher than those earned on prepaid purchases and both vary across the geographies we operate in. In addition, we earn revenue from customer subscriptions to our loyalty programs, late payment fees, prepaid mobile phone top-ups, and commissions from our partners for the distribution of certain financial products and services such as investments (brokerage and asset management), insurance and international remittance as well as sales on our marketplace. For the year ended December 31, 2025 and 2024, fee and commission income represented 14.8% and 16.4% of total revenue, respectively. Form 20-F | 2025 158 Key Business Metrics The following table sets forth our key business metrics as of and for the periods indicated. We review these key business metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. In addition, these additional business metrics are presented to assist investors to better understand our business and how it operates. In the beginning of the fourth quarter of 2025, we introduced the Managerial P&L, representing an evolution in our disclosure framework to better explain value creation across an increasingly multi-product, multi-segment, and multi-country platform. The Managerial P&L is a structural, complementary reorganization line items designed to enhance comparability as the business scales, grounded in economic and operational substance. This framework preserves net income, cash flow, and capital. All financial metrics presented below reflect this framework. CUSTOMER METRICS FY'2025 FY'2024 % FXN YoY (6) FY'2023 % FXN YoY(6) Number of Customers (in millions) (1) 131.0 114.2 15.0% 93.9 22.0% Activity Rate (%) (2) 83.4% 83.0% 0.4 p.p 83.1% 0.0 p.p CUSTOMER ACTIVITY METRICS FY'2025 FY'2024 % FXN YoY (6) FY'2023 % FXN YoY(6) Purchase Volume (in $ billions) (3) 141.8 125.5 17.0% 111.1 22.0% Monthly Average Revenue per Active Customer (in $) (4) 13.3 11.3 23.0% 9.8 24.0% Monthly Average Cost to Serve per Active Customer (in $) (5) (0.8) (0.9) 0.0% 0.0% 7.0% CUSTOMER BALANCES FY'2025 FY'2024 % FXN YoY (6) FY'2023 % FXN YoY(6) Total portfolio - credit card and personal loans (in $ billions) 32.7 20.7 40.0% 18.2 45.0% Deposits (in $ billions) 41.9 28.9 29.0% 23.7 55.0% p.p. = percentage points (1) Customer is defined as an individual or SME that has opened an account with us and does not include any such individuals or SMEs that have been charged-off or blocked or that voluntarily closed their account. (2) Activity rate is defined as active customers divided by the total number of customers as of a specific date. (3) Purchase volume is defined as the total value of transactions that are authorized through our credit and prepaid cards only; it does not include other payment methods that we offer such as Pix, WhatsApp payments or traditional wire transfers. Purchase volume and purchase volume growth are presented on an FX Neutral basis to eliminate the effect of foreign exchange, or “FX” volatility between the comparison periods, allowing management and investors to evaluate our financial performance despite variations in foreign currency exchange rates, which may not be indicative of our core operating results and business outlook. See “Presentation of Financial and Other Information—Special Note Regarding Non-IFRS Financial Measures—FX Neutral Measures” for additional information. Form 20-F | 2025 159 (4) Monthly average revenue per active customer, or “Monthly ARPAC” is defined as the average monthly revenue (total revenue divided by the number of months in the period) divided by the average number of individual active customers during the period (average number of individual active customers is defined as the average of the number of monthly active customers at the beginning of the period measured and the number of monthly active customers at the end of the period). Monthly ARPAC is also presented on an FX Neutral basis. See “Presentation of Financial and Other Information—Special Note Regarding Non-IFRS Financial Measures—FX Neutral Measures” for additional information. (5) Monthly average cost to serve per active customer is defined as the monthly average of the sum of transactional expenses and customer support and operations expenses (sum of these expenses in the period divided by the number of months in the period) divided by the average number of individual active customers during the period (average number of individual active customers is defined as the average of the number of monthly active customers at the beginning of the period measured and the number of monthly active customers at the end of the period). Monthly average cost to serve per active customer is also presented on an FX Neutral basis. See “Presentation of Financial and Other Information—Special Note Regarding Non-IFRS Financial Measures—FX Neutral Measures” for additional information. (6) To calculate the year-over-year variations on an FX Neutral basis, we apply the average Brazilian reais/U.S. dollar exchange rate for the year ended December 31, 2025 (R$5.502 to US$1.00) throughout, so as to present these variations as they would have been had exchange rates remained stable over all periods presented. Monthly Active Customers and Activity Rate We assess customer engagement and adoption by measuring our number of monthly active customers and their implied activity rate. We define a monthly active customer as any customer that has generated revenue in the last 30 calendar days of the measurement date, and we define activity rate as monthly active customers divided by the total number of customers as of a specific date. Our monthly active customers drive the vast majority of our revenue. However, customers that are non-active can and often do still use our products, though less frequently, and do contribute to our revenue. Non-active customers can also become active from period to period. For more information on our customer engagement ratio, see “—Factors Affecting Our Performance—Our ability to attract and retain monthly active customers.” We reached 131 million monthly customers as of December 31, 2025, an increase of 15.0% compared to 114.2 million monthly active customers as of December 31, 2024. Our activity rates as of December 31, 2025 and 2024 were 83.4% and 83.0%, respectively, driven by the introduction of additional products and the continued increase in the adoption of digital banking in the countries where we operate. Our activity rate is also affected by the mix of customers with our credit card product versus other products such as prepaid cards. Our credit card customers have consistently had higher activity rates given the expansionary nature of credit card expenditures, while our prepaid card customers in contrast have lower activity rates. When we introduced our prepaid card product in late 2018, this led to faster growth in the total number of customers compared to monthly active customers in 2019, while lowering our activity rate as such customers tend to have lower activity than credit card customers. Since then, our activity rate has increased as our customers have tended to use us more frequently across multiple products. Form 20-F | 2025 160 Purchase Volume, or “PV” We measure PV to assess the volume of transactions that take place on our card-based products. We earn credit and prepaid card income on our PV, which we define as the total value of transactions that are authorized through our credit and prepaid cards only; it does not include other payment methods that we offer such as Pix, WhatsApp payments or traditional wire transfers from which we do not earn fees. PV reached US$141.7 billion in the year ended December 31, 2025, an increase of 13% compared to US$ 125.6 billion in the year ended December 31, 2024. For the year ended December 31, 2025, total credit and prepaid cards income was US$1,720.3 million, equivalent to 1.2% of PV over the year ended December 31, 2024. Monthly Average Revenue Per Active Customer, or “Monthly ARPAC” (in US$) We monitor Monthly ARPAC to track the value we generate on a customer level across all our monthly active customers in a given period. We define Monthly ARPAC as the average monthly revenue (total revenue divided by the number of months in the period) divided by the average number of individual active customers during the period (average number of individual active customers is defined as the average of the number of monthly active customers at the beginning of the period measured and the number of monthly active customers at the end of the period). Monthly ARPAC was US$13.3 for the year ended December 31, 2025. In comparison, Monthly ARPAC was US$11.3 for the year ended December 31, 2024. Over time, we have seen a continued increase in monthly ARPAC from our monthly active customers. This upward trend is driven by data-informed credit limit increases, which capture a larger share of wallet, and growing product adoption across our user base as they deepen their engagement with our platform. The introduction of our NuAccount in 2017 and its corresponding prepaid card in 2018 were important evolutions in our product set and had a noticeable impact across our key business metrics as they allowed us to accelerate our customer growth by serving a much wider spectrum of the population, including lower-income customers who would not have started off with a consumer credit product such as our credit card. Consequently, customers who join us by acquiring only a NuAccount typically generate lower initial revenue than customers who start off with multiple products, such as a credit card and a NuAccount. Form 20-F | 2025 161 Monthly Average Cost to Serve Per Active Customer (in US$) We compare our monthly average cost to serve per active customer to our Monthly ARPAC to assess our customer economics in a given period. We define monthly average cost to serve per active customer as the monthly average of the sum of transactional expenses and customer support and operations expenses (sum of these expenses in the period divided by the number of months in the period) divided by the average number of individual active customers during the period (average number of individual active customers is defined as the average of the number of monthly active customers at the beginning of the period measured, and the number of monthly active customers at the end of the period). Our monthly average cost to serve per active customer was US$0.8 for the year ended December 31, 2025. In comparison, our monthly average cost to serve per active customer was US$0.8 and US$0.8 for the years ended December 31, 2024 and 2023, respectively. Deposits We track our deposits to assess the trust our customers place in us and because deposits are an important source of funding for our credit products. We define deposits as money held by our individual customers and our SME customers in our NuAccounts. Our deposit balance is currently from our Brazil, Mexico and Colombia customer base. In December 2022 in Mexico and in Q2’24 in Colombia, with the launch of our digital savings account “Cuenta Nu”, we expanded our portfolio in both countries enabling local deposits and further supporting customer growth. Deposits increased to US$41.9 billion as of December 31, 2025, an increase of 45.3% compared to US$28.9 billion as of December 31, 2024 (or an increase of 29.0% compared to as of December 31, 2024 on an FX Neutral basis). We believe our deposits are highly diversified as they come mostly from our retail customer base. As of December 31, 2025, approximately 90% of our total customers in Brazil had balances on deposits or in Money Boxes with us. Form 20-F | 2025 162 Our deposit base has also proved to be highly resilient, as shown in the graph above, growing steadily over time, independent of the interest rate environment, more than covering our funding needs. In Brazil, in July 2022, we started to pay interest on deposits at 100% of the Brazilian interbank deposit rate, but retroactively and only for amounts that remained on deposit for more than 30 days. We started to see the full impacts of these actions in the fourth quarter of 2022, and in December 2025 our cost of funding was at 81% of interbank rate, compared to an all-time low of 78% of the interbank deposit rate in December 2022. We did not see any material impact of the deployment of Money Boxes or the changes in interest paid on our deposits inflows during 2025. In Mexico, in May 2023 we launched Cuenta Nu, offering to our customers 24/7 liquidity deposits paying interest on deposits at 9% per year. In November 2023, we announced an increase to 15% in the annual rate of return on deposits, 375 bps above the central bank’s benchmark rate (TIEE) and started to see the impacts on these actions during the first half of 2024. In July 2024, we started reducing our preferential yield on 24/7 money boxes, bringing the spread versus TIIE to 200 bps on December 31, 2024, while continuing to see healthy growth in deposits. In 2025, we transitioned our 24/7 money boxes to a 100% TIIE yield. To complement this, we launched a high yield 'Turbo Cajita' capped at $25,000 MXN and sustained a premium of up to 30 basis points over TIIE for our locked terms. In Colombia, since the second quarter of 2024 when we launched Cuenta Nu, we have followed a similar strategy in Mexico, and our performance in the country exceeded our expectations, reaching US$2.5 billion in deposits as of December 31, 2025. Factors Affecting Our Performance Our ability to attract and retain monthly active customers Our customers are the foundation of our business. We are focused on growing and retaining our customer base. We expect continued growth in monthly active customers driven by the high-quality experiences that we provide when they use our products, the result of which we believe is high affinity with our brand. Our existing customers are core to our marketing as word-of-mouth drives a large portion of new customers to us. Approximately 80%-90% of our customers were acquired organically on average per year since our inception either through word-of-mouth or direct unpaid referrals. Growth in our monthly active customer base is driven by (i) new customers (individual or SME business accounts); (ii) increases in the number of products per customer to give customers more reasons to be active (see “—New products and adoption”); (iii) high-quality customer service as measured by our strong NPS; and (iv) understanding our less active customers so we can optimize our product offerings including providing them with higher credit limits.​​ Form 20-F | 2025 163 Our net churn has remained relatively low, averaging 0.1% per month in 2025, compared to 0.2% per month in 2024. We define net churn as the (i) sum of (a) customers who choose to cancel their accounts with us (voluntary churn) and (b) customers whose accounts are canceled proactively by us (involuntary churn) (ii) minus revivals, all divided by the number of customers as of the end of the respective period. We consider as revivals customers whose accounts were not valid in the previous month mainly due to fraud and delinquency, but to whom access was restored once the respective issue was addressed. New products and adoption We are focused on developing and launching new products and features, which could generate additional revenue streams, complement our customers’ experiences, and fulfill customers’ wider financial service needs. We launched several products since we started our operations in 2013, including credit and prepaid cards, a loyalty rewards program, payment accounts for individuals and SMEs, personal loans (secured and unsecured), Pix, an in-app marketplace with partnerships with e-commerces, cryptocurrency trading (NuCrypto), auto and life insurance, among other products. We also added investments through the acquisition of Nu Investimentos, having launched personalized investment tools (Money Boxes), new “Buy Now Pay Later” solutions that allow customers to pay overtime in up to twelve installments on their credit and prepaid card purchases and banking payment slips (boletos). In 2024 we also expanded our strategy beyond financial services, with the launch of NuTravel, our travel portal where customers can plan travels directly in the app, bundled with a multi-currency account and NuCel, our mobile phone service in a MVNO partnership with Claro. In 2025, we further expanded our secured loan products. This encompassed the implementation of new agreements for public payroll deductible loans, the introduction of private payroll deductible loans in response to recent regulatory changes in this asset class, and the expansion of our loan offerings in Mexico and Colombia. We expect to launch new products in the future, including additional credit products, other types of insurance policies, new investment solutions and other fee-driving businesses intended to leverage our large customer base. We have seen strong adoption of our new products over the past few years as evidenced across our cohorts. We expect our new products to provide additional avenues to acquire new customers as well as cross-sell within our existing customers as we continue to expect increased adoption of new products on a per customer basis. We expect 2026 to be an inflection year, focused on winning in our core markets while building the capabilities to evolve into a global digital banking platform. We will continue prioritizing Brazil and Mexico, reinforcing leadership in the mass market, expanding in SME and high-income segments, and advancing the Mexico banking license. Across markets, we will raise the bar on product quality and reliability while accelerating platformization, developing country-agnostic, reusable infrastructure to scale more efficiently. These strategic investments may result in near-term upward pressure on operating costs, though the structural drivers of operating leverage, such as revenue growth, scale, and disciplined cost management remain intact. Continuing our international expansion We believe that we are at a pivotal inflection point in our international expansion, transitioning from a Latin American leader to a global digital banking platform. We will continue to rely on our technology, data science, and proprietary AI models to expand into new markets. Following our successful entry into Mexico and Colombia, where we identified needs similar to those in Brazil , we are now laying the operational groundwork for the United States market following our conditional bank charter approval. As we enter these new geographies and accelerate our global footprint, we expect to attract new customers and build scale; however, this may lead to a near-term increase in our operating costs and deliberate investments in long-term capacity, which may temporarily impact our operating margins. Form 20-F | 2025 164 Rapid growth of our consumer credit business and associated credit loss provisioning As we continue to expand and enhance our credit offerings, we have seen PV grow significantly. Our customer-centric approach and mission to democratize access to financial services have helped us gain market share in a sector that was traditionally dominated by a handful of incumbents for decades. As a result, our share of the Brazilian card PV market (including credit, debit and prepaid) has risen steadily each year. In 2025, we represented 14.7% of the total credit card PV, compared to 14.2% in 2024, 13.9% in 2023, 11.6% in 2022 and 8.7% in 2021, according to data from ABECS. Our credit provisioning model is an expected credit loss model, and frontloads credit loss recognition by provisioning for future expected credit loss, or “ECL,” as soon as a credit limit is granted or loan is extended. While we make these loan loss provisions at the time of loan initiation, we expect to generate revenue and credit loss from these credit card and personal loan customers over time, which negatively impacts our gross profit and gross profit margin in any period where we are adding customers. Economies of scale resulting from our technological platform Cloud-based platforms enable scalability and agility. Our systems are designed to accommodate an ever-growing pool of customers and a range of products. Being 100% cloud-based and having built our core platform from the ground up, our systems are highly scalable and we believe that there are opportunities to drive further efficiency. As we add each incremental product to our platform, we benefit from the existing data and infrastructure, providing a source of operating leverage, as evidenced by a decreasing trend in our monthly average cost to serve per active customer. Risk management Our risk management frameworks are heavily based on data and machine learning and these models are continuously enhanced over time. As we increase our customer base and collect more data on the behavior of our customers, our models become better trained to identify and stratify our customers according to their risk, improving our decision-making. In addition, we constantly test our hypotheses using A/B testing in smaller samples of our customer base. As a result, we have improved our risk metrics year after year, as evidenced by our 90-day consumer finance delinquency rate being lower than the industry average across the Brazilian credit card market. Regulation As a tech company focused on the financial services sector in the countries we operate, we must comply with the laws and policies set by the central banks and other governmental institutions. Regulatory change might positively or negatively impact our revenue, credit provision policies and capital and liquidity requirements, among others. There are ongoing discussions to update the current methodology to calculate risk-weighted assets in Brazil, which could positively impact our capital requirements going forward. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Regulatory Matters and Litigation—We are subject to extensive regulation and regulatory and governmental oversight as a digital financial services platform and as a payment institution. Compliance with or violation of present or future regulations could be costly, expose us to substantial liability and force us to change our business practices, any of which could harm our business and results of operations.” Form 20-F | 2025 165 Seasonality Our business is affected by customer behavior throughout the year and demonstrates seasonality effects. Historically, we benefit from higher PV and related revenue in the fourth quarter of the year due to the holiday season. However, our high historical growth has masked this seasonality in the past, and this may become more pronounced in the future. Adverse events that occur during those periods could have a disproportionate effect on our results of operations for the entire year. As a result of seasonality fluctuations caused by these and other factors, comparisons of our results of operations across different periods may not be accurate indicators of our future performance. As we diversify our business across product lines, we believe our seasonality may be reduced. Macroeconomic environment Our results of operations are subject to political and economic factors and their respective effects on the availability of funding resources, disposable income, employment rates and average wages. They are also affected by levels of consumer spending, interest rates and the expansion or retraction of consumer credit in the countries we operate, each of which impacts the number and overall value of payment transactions. For instance, the increase in the overall wages and the number of employed people has positively affected purchasing volume. On the other hand, a high-interest rate scenario tends to make funding costs more expensive. Within Latin America and the Caribbean, we currently serve Brazil, Mexico and Colombia, countries that accounted for over 61% of the population and 65% of the GDP in the region in 2025, according to IMF forecasts. In 2025, these countries had populations of around 213 million, 133 million and 53 million and recorded GDPs of US$2.26 trillion, US$1,87 trillion and US$438 billion, respectively – measured in current U.S. dollars. In the past years, important industries have consolidated their presence in the region and acquired scale, the most notable being financial services, retail, manufacturing, transportation and communication, construction, agribusiness and mining. In most Latin American countries, an increasingly large proportion of the population is experiencing material gains in purchasing power and is being provided with augmented credit facilities, a trend that can be observed even with short-term episodes of economic downturn. Consumer patterns are therefore shifting towards more sophisticated products and services, a phenomenon that calls for enhanced business infrastructure, upgraded human capital and improved real estate facilities, among other requirements, to meet these demands. Currently, the majority of our operations are located in Brazil, and we expanded our operations internationally to Mexico and Colombia in 2019 and 2020, respectively, because we believed they were very attractive markets that had some of the same characteristics and opportunities as those we had identified in Brazil. Nu has witnessed a 1.1% annual real GDP growth in Brazil, our core market, since its foundation, according to data from IBGE for the period between 2013 and 2025. We believe that Latin America has a large and vibrant consumer market. However, the recent economic instability in Latin America has contributed to a decline in market confidence in the economy as well as to a deteriorating political environment, and weak macroeconomic conditions are expected to continue through 2026. The following table shows data for real GDP, inflation and interest rates in Brazil, Mexico and Colombia and the U.S. dollar/local currency exchange rate at the dates and for the periods indicated. Form 20-F | 2025 166 For the Years Ended December 31, 2025 2024 (in percentages, except as otherwise indicated) Brazil Real growth in GDP (6) 2.3 3.4 Inflation (IPCA) (4) 4.6 4.8 Average CDI rate, per year (1) (3) 14.3 10.8 Average exchange rate - BRL per USD 1.00 (2) 5.6 5.4 Unemployment rate 5.1 6.2 Mexico Real growth in GDP (6) 0.6 1.5 Inflation (INPC) (4) 3.7 4.2 Average TIIE rate, per year (1) (3) 8.4 10.9 Average exchange rate - MXN per USD 1.00 (2)(5) 19.2 18.3 Unemployment rate 2.4 2.4 Colombia Real growth in GDP (6) 2.6 1.5 Inflation (IPC) (4) 5.1 5.1 Average effective IBR rate, per year (1)(3) 8.8 10.6 Average exchange rate - COP per USD 1.00 (2)(5) 4,049.0 4,074.2 Unemployment rate 8.0 9.1 Sources: Brazil: IBGE, IPEA and BCB; Mexico: Banxico and INEGI; Colombia: Banrep and DANE. All data is frequently revised by the reporting institutions. (1) BCB's SGS 4392 series; Banxico’s SIE CF111(SF331451) series (overnight); Banrep’s IBR publication. (2) BCB's SGS 3698 series; Banxico’s Foreign Exchange Market Portal; Banrep’s TRM. (3) CDI (Brazilian interbank deposit) and TIIE (Mexican Interbanking Equilibrium Interest Rate) are the interbank interest rates (IBR) defined as the rate of interest charged on short-term loans between banks. (4) IPCA (Broad National Consumer Price Index), INPC (National Consumer Price Index) and IPC (Consumer Price Index) are the Brazilian Consumer Price Index. (5) MXN (Mexican Pesos) and COP (Colombian Pesos) are the currencies for Mexico and Colombia, respectively. (6) National statistical agencies continuously revise data from recent quarters, resulting in adjustments to historical data. Form 20-F | 2025 167 Interest rates Interest rates affect our ability to generate revenue. Although higher interest rates can lead to reductions in private consumption, negatively impacting fees and commission income including the credit and prepaid card fees that we earn, they can also positively correlate with interest income, positively impacting our results. Inflation Inflation impacts our obligations to certain suppliers, such as office leasing, as costs are indexed to inflation rates. However, a significant part of our revenue is naturally hedged against inflation, since our credit and prepaid card income also tends to fluctuate in nominal terms according to inflation, even if we continue to apply the same percentage. When merchants adjust their prices for inflation, the purchasing power of consumers may be reduced, which may adversely affect some of our revenue streams if it results in a reduction in the number and volume of transactions. Currency fluctuations Our operations are conducted primarily in Brazilian reais (R$), which is the local currency in Brazil, but our presentation currency is U.S. dollars (US$). We also convert other currencies related to the countries in which we operate to U.S. dollars. This generates additional volatility in our financial statements. In the last few years, and in particular in 2024 the real has significantly depreciated in comparison to the U.S. dollar, which has adversely affected our results of operations in U.S. dollars terms. Acquisitions, investments, new lines of business and other developments ● On December 12, 2024 Nu made a minority investment in Tyme Group Pte Ltd. ("Tyme") as the lead of its series D funding round. Tyme operates under a hybrid model that combines a customer-centric digital banking platform with physical experiences, delivered in partnership with nationwide retailers through digital kiosks and bank ambassadors. Tyme specializes in emerging markets populations including South Africa and the Philippines. ● In September 2024, the Company announced the repositioning of Nucoin as part of a new loyalty program being developed for Nubank's customers, which led to the discontinuation of the liquidity pool feature that previously enabled clients to buy and sell Nucoin. As result, the Group recorded US$40 million, primarily attributed to marketing expenses, aimed at repositioning Nucoin within the new loyalty program, as well as US$8 million attributable to the impairment expenses of certain capitalized intangible assets associated with the liquidity pool feature. ● On July 31, 2024, we completed the acquisition of Hyperplane, a U.S.-based AI platform specialized in enabling financial institutions to launch personalized customer experiences through foundation models, which we believe will accelerate Nu's AI development across products. Non-IFRS Financial Measures and Reconciliations This annual report presents our Adjusted Net Income (Loss) and certain FX Neutral measures and their respective reconciliations for the convenience of investors, which are non-IFRS financial measures. A non-IFRS financial measure is generally defined as a numerical measure of historical or future financial performance, financial position, or cash flow that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the most comparable IFRS measure. For further information on why our management chooses to use these non-IFRS financial measures and on the limits of using these non-IFRS financial measures, please see “Presentation of Financial and Other Information—Special Note Regarding Non-IFRS Financial Measures.” The FX Neutral measures for Adjusted Net Income (Loss) and certain key business metrics were calculated to present what such measures in preceding periods/years would have been had exchange rates remained stable from these preceding periods/years until the date of our most recent financial information, as detailed below. Form 20-F | 2025 168 The FX Neutral measures for the years ended December 31, 2025, 2024 and 2023 were calculated by multiplying the as reported amounts of Adjusted Net Income (Loss) and the key business metrics for such years by the average Brazilian reais/U.S. dollars exchange rates for the years ended December 31, 2025, 2024 and 2023 (R$5.3937 and R$4.9952, to US$1.00, respectively), and using such results to re-translate the corresponding amounts back to U.S. dollars by dividing them by the average Brazilian reais/U.S. dollars exchange rate for the year ended December 31, 2025 (R$5.5848 to US$1.00), so as to present what certain of our statement of income amounts and key business metrics would have been had exchange rates remained stable from these past periods/years until the year ended December 31, 2025. The average Brazilian reais/U.S. dollars exchange rates were calculated as the average of the month-end rates for each month in the years 2025, 2024 and 2023, as reported by Bloomberg. As reported FX Neutral measures For the years ended Percentage For the years ended Percentage December 31, change (%) December 31, change (%) 2025 2024 2023 2025 /2024 2024/ 2023 2025 2024 2023 2025/ 2024 2024/ 2023 (In US$ millions, other than percentages) Adjusted Net Income (Loss): Net income (loss) attributable to shareholders of the parent company 2,868.9 1,972.1 1,030.6 45.5% 91.4% 2,868.9 1,904.6 921.8 50.6% 123.1% Share-based compensation 359.0 408.2 289.3 -12.1% 41.1% 359.0 394.2 258.8 -8.9% 64.5% Allocated tax effects on share-based compensation (1) (125.8) (137.3) (89.7) -8.4% 53.1% (125.8) (132.6) (80.2) -5.1% 78.5% Hedge of the tax effects on share-based compensation (29.5) (35.5) (33.7) -16.9% 5.3% (29.5) (34.3) (30.1) -14.0% 22.9% Adjusted Net Income (Loss) for the year 3,072.6 2,207.5 1,196.5 39.2% 84.5% 3,072.6 2,131.9 1,070.2 44.1% 115.1% (1) Represents the tax effects of pre-tax items excluded from Adjusted Net Income (Loss). The tax effects of pre-tax items excluded from Adjusted Net Income (Loss) are computed using the statutory rate related to each jurisdiction that was impacted by the adjustment, after taking into account the effects of permanent and temporary tax differences. Description of Principal Line Items The following is a summary of the principal line items comprising our consolidated statements of income. Form 20-F | 2025 169 Total revenue Our total revenue consists of the sum of our interest income and gains net of losses on financial instruments and fee and commission income, as detailed below: Interest income and gains net of losses on financial instruments Our interest and other financial income consists of interest income on loans, credit card receivables (revolving and interest-bearing installment transactions), other receivables and other assets at amortized cost are calculated using the effective interest method, which allocates interest, and direct and incremental fees and costs over the expected lives of the assets. For the revolving balances, interest is calculated from the due date of the credit card bill that was not fully paid. Gains (losses) on financial instruments comprises the changes of the fair value gains and losses from financial instruments. The income arises from both the sale and purchase of financial assets and from changes in fair value caused by movements in interest, equity prices, and other market variables, as well as the interest accrual on the fixed and floating rate securities. Fee and commission income Fee and commission income are shown net of federal revenue taxes. The underlying principle applied in revenue recognition is to recognize revenue as the Group transfers goods or services to customers at an amount that the Group expects to be entitled to in exchange for those goods or services. ● Credit and prepaid card income. Represent fees to authorize and provide settlement on credit and prepaid card transactions processed through the Mastercard network and are determined as a percentage of the total payment processed. Interchange fees, net of rewards revenue, are recognized and measured upon recognition of the transaction with the interchange networks, when performance obligation is considered satisfied. The interchange rates agreed with Mastercard are fixed and are dependent on the segment of each merchant. Interchange income is withheld from the amount to be paid to third parties. Additionally, there are revenues recognized from performance-linked contracts, including incentive mechanisms linked to prepaid and credit transaction volume performance and other performance obligations. These revenues are recognized on a straight-line basis until all performance obligations have been satisfied ● Late fees. Comprises fees charged when credit card bills are not paid at the due date by customers. Late Fees are directly associated with products such as credit cards receivables or loans. The revenue from these services provided to customers is accounted for under service revenue due to factors such as the existence of a contract and the transfer of service to the customer. Additionally, late fees are based on a fixed amount (based on a fixed rate incurred on the value of the installment) associated with these services provided. ● Insurance Commission. Represents brokerage commission income from third-party life insurance providers for sales made through our app. ● Other fee and commission income. Mainly consists of: (i) recharge expenses, or the selling price of prepaid telephone credits to customers, net of acquisition costs, (ii) commission income from the issuance of boletos (banking payment slips), which is a printable document issued by merchants that is used to make payments in Brazil, (iii) fee income for cash withdrawals, and (iv) commission from partners for their sales made on our marketplace. Form 20-F | 2025 170 Fee and commission income is shown net of Brazilian federal income taxes. For more information on our revenue recognition policies, see note 4 of our audited consolidated financial statements. Total cost of financial and transactional services provided Total cost of financial and transactional services provided consists of the sum of our interest and other financial expenses, transactional expenses and expected credit loss, as detailed below: Interest and other financial expenses Interest and other financial expenses include: (i) interest expense accrued on deposits; (ii) interest expense relating to interest on repurchases agreements, borrowings and financing, and (iii) discounts on renegotiations of credit card and loans. Transactional expenses Transactional expenses comprise costs and expenses related to data processing for transactions, payment network license fees, chargeback losses relating to credit and prepaid card transactions, fulfillment costs relating to the rewards program upon point redemption by customers, and other payment-related costs. For further information on these costs, see note 6 to our audited consolidated financial statements. The most relevant transactional expenses are: ● Payments and network costs, which comprise costs of the issuance of boletos (banking payment slips) by banks; costs related to our payment scheme license, i.e., a fee paid to Mastercard to enable communications between network participants, fees charged by other payment mode (such as Apple Pay), costs associated with customer withdrawals made at partner banks, expenses related to projects involving the development of new functions, operational fixed fees, fees related to chargeback restatements and royalties. ● Rewards expenses, which comprise the costs incurred to fulfill the redemption of rewards points by our customers; ● Financial system expenses, which are mainly related to financial services expenses such as fees over financial transactions, expenses with clearinghouses, and ● Other transaction expenses, which are mainly related to operational losses such as chargebacks and fraud. Losses from chargebacks consist of transactions credited back or refunded to the cardholder in the event of a billing dispute between a cardholder and the other participant in the credit transaction process that is resolved in favor of the customer. Chargebacks may occur due to a variety of factors, such as a claim by the cardholder or cases of fraud. If we are unable to collect chargebacks or refunds from other participants, or if they refuse to or are unable to reimburse us for chargebacks or refunds due to closure, bankruptcy, or other circumstances, we bear the loss for the amounts paid to the cardholder. Expected credit loss Expected credit loss includes losses associated with our credit card and loans receivable from our customers. We expect our credit loss to fluctuate depending on many factors, including transaction volume and credit limits, macroeconomic conditions, the impact of regulatory changes, and the credit quality of credit card and loans receivable. Additionally, credit loss also includes reversals of provisions and recoveries and are decreased by recoveries, when the customer pays us after the write-off of the receivable. Form 20-F | 2025 171 Gross profit Gross profit consists of our total revenue minus total cost of financial and transactional services provided. Operating expenses Operating expenses are segregated into customer support and operations, general and administrative expenses, marketing expenses, other expenses and other income. Customer support and operations Customer support and operations are represented by all the expenses incurred in our process of providing services to our customers, including: ● Infrastructure and data processing costs include technology, software, and other related costs, primarily related to the cloud infrastructure used by us and other software used in providing services to our customers. These costs associated exclusively with customers’ transactions are presented as “customer support and operations.” Infrastructure and data processing costs also include costs associated with credit and prepaid card fees paid to Mastercard on a quarterly basis based on the number of active cards; ● Credit analysis and collection costs include fees paid to the credit bureaus and costs related to collection agencies. The credit analysis costs that are not associated with the initial credit analysis of an applicant are presented as “customer support and operations”; ● Customer services costs primarily include our costs associated with customer services provided by service providers. The costs that are not exclusively related to the acquisition of new customers are presented as “customer support and operations”; ● Salaries and associated benefits expenses for customer services squads not associated with the acquisition of new customers are presented as “customer support and operations”; ● Credit and prepaid card issuance costs include printing, packing, shipping and other costs. Costs related to the first card of a customer are initially recorded as “deferred expenses” assets included in “other assets” and then amortized. The amortization related to the first card of the customer is presented as “general and administrative expenses” and the remaining costs, including the ones related to subsequent cards, are presented as “customer support and operations”; and ● Share-based compensation corresponds to the cost of our share-based programs and awards issued for customer services squads not associated with the acquisition of new customers are presented as “customer support and operations”. General and administrative expenses General and administrative expenses represent the amounts that we spend on research and development, certain back-office activities, indirect relations with our customers and overhead. These amounts consist of infrastructure and data-processing costs, credit analysis and collection costs, customer services, salaries and associated benefits, and credit and prepaid card issuance costs as explained in the customer and support operations description above. It also includes share-based compensation, specialized services expenses and other personnel costs, as follows: Form 20-F | 2025 172 ● Share-based compensation corresponds to the cost of our share-based programs and awards issued; ● Specialized services expenses comprise miscellaneous costs from service providers; and ● Other personnel costs are related to expenses related to medical assistance, meal benefit, life insurance, transportation and other benefits provided to all employees, excluding the part allocated as customer support and operations, as stated above. Marketing expenses Marketing expenses relate to the production and distribution of our branding and advertising campaigns on media, online advertising, the positioning of our products on internet search platforms and expenses incurred in relation to trade marketing at events. It also contains salaries and benefits to employees dedicated exclusively to these activities. Other expenses/ other income Other expenses primarily consist of other expenses not classified in the foregoing categories of operating expenses. Furthermore, other expenses are also composed of taxes on financial income, which include federal taxes on financial revenue, such as interest income and gains on financial instruments and similar financial activities according to Brazilian tax rules. Other income primarily relates to foreign exchange gains and losses on foreign transactions and monetary adjustments on recoverable taxes. Share of loss in associates Share of loss in associates refers to the result recognized using the equity method, representing the share of the period's income/loss of an associate in which the Group has significant influence. Income taxes Current income taxes comprise the income tax payable on profits based on the applicable tax law in each jurisdiction and is recognized as an expense in the period in which taxable profits arise. There is no taxation in the Cayman Islands on the income earned by us, and, as such, there is no tax impact at a consolidated level. Our subsidiaries are subject to different income tax regimes and statutory rates. The table presents the statutory income tax rates in percentages for the main countries in which we operate: Statutory income tax rates 2025 2024 2023 Brazil 40% 40% 40% Colombia 35% 35% 35% Mexico 30% 30% 30% Form 20-F | 2025 173 Deferred income tax is the tax expected to be payable or recoverable on income tax losses available to carry forward and on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts at the reporting date. Deferred tax liabilities are generally recognized for all temporary taxable differences, and deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which the assets may be utilized as they reverse. We review the carrying amount of deferred tax assets at each reporting date and reduce it to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred and current tax assets and liabilities are only offset when they arise in the same tax reporting group and where there is both the legal right and the intention to settle on a net basis or to realize the asset and settle the liability simultaneously. As a consequence of the current and deferred income taxes and the value of the permanent differences compared to the loss before income taxes, the effective tax rate of our consolidated operations fluctuates over time according to the portion of our total net income that was generated in each of these entities. Results of Operations Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024 The following table sets forth our statements of income data for the years ended December 31, 2025 and 2024: For the years ended December 31, 2025 2024 Variation ($) Variation (%) (in US$ millions) Interest income and gains net of losses on financial instruments 13,434.7 9,631.0 3,803.7 39.5% Fee and commission income 2,340.1 1,886.1 454.1 24.1% Total revenue 15,774.8 11,517.1 4,257.8 37.0% Interest and other financial expenses (4,578.7) (2,834.9) (1,743.8) 61.5% Transactional expenses (366.2) (260.3) (105.9) 40.7% Expected credit loss (4,204.9) (3,169.0) (1,035.9) 32.7% Total cost of financial and transactional services provided (9,149.8) (6,264.2) (2,885.6) 46.1% Gross profit 6,625.0 5,252.8 1,372.2 26.1% Operating expenses Customer support and operations (651.8) (604.6) (47.2) 7.8% General and administrative expenses (1,420.5) (1,256.1) (164.4) 13.1% Marketing expenses (302.8) (246.4) (56.4) 22.9% Other income 130.1 56.0 74.1 132.3% Other expenses (507.9) (406.6) (101.3) 24.9% Total operating expenses (2,752.9) (2,457.7) (295.2) 12.0% Share of loss in associates (3.7) - (3.7) Income before income taxes 3,868.4 2,795.2 1,073.2 38.4% Income taxes (996.7) (823.1) (173.6) 21.1% Net income for the year 2,871.7 1,972.1 899.6 45.6% Net income attributable to shareholders of the parent company 2,868.9 1,972.1 896.8 45.5% Net income attributable to non-controlling interests 2.8 - 2.8 n.m Form 20-F | 2025 174 Total revenue Total revenue for the year ended December 31, 2025 was US$15,774.8 million, an increase of US$4,257.8 million, or 37.0%, from US$11,517.1 million for the year ended December 31, 2024, primarily attributable to a significant growth in 2025 in our revenues related to interest income from our credit card and loan operations as well as credit and prepaid card income (as total purchase volume grew 29%). Contributing to this increase was the higher interest income from the consumer finance portfolio that can be attributed to the expansion of personal loans and credit cards. Also, the credit and prepaid card income increased US$339.7 million, an increase of 24.6% compared to US$1,380.6 million for the year ended December 31, 2024 driven by purchase volume growth of 17%. The components of our total revenue are detailed below: For the Years Ended December 31, (in US$ millions) Variation ($) Variation (%) 2025 2024 Interest income – credit card 4,597.8 3,802.4 795.4 20.9% Interest income – loan 4,784.3 3,038.7 1,745.6 57.4% Interest income – other assets at amortized cost 2,284.6 1,279.0 1,005.6 78.6% Interest income – other receivables 361.7 324.2 37.5 11.6% Interest income and gains net of losses - financial instruments at fair value 1,359.5 1,288.0 71.5 5.6% Other 46.9 (101.2) 148.1 (146.3)% Total interest income and gains net of losses on financial instruments 13,434.8 9,631.1 3,803.7 39.5% Credit and prepaid card income 1,720.3 1,380.6 339.7 24.6% Late fees 385.0 287.5 97.5 33.9% Insurance commission 35.5 29.1 6.4 22.0% Other fee and commission income 199.2 188.9 10.3 5.5% Total fee and commission income 2,340.0 1,886.1 453.9 24.1% Total revenue 15,774.8 11,517.2 4,257.6 37.0% Form 20-F | 2025 175 Total interest income and gains net of losses on financial instruments. Total interest income and gains net of losses on financial instruments for the year ended December 31, 2025 was US$13,434.8 million, an increase of US$3,803.7 million, or 39.5%, from US$9,631.1 million for the year ended December 31, 2024, primarily attributable to (i) an increase in interest income from the loan portfolio (US$1,745.6million, or 57.4% increase in interest income - loan), mainly driven by the growth in customer base, an increase in 16.8 million customers or 14.7% in 2025, and consequent increase in purchased volume; and (ii) an increase of US$1,005.6 million, or 78.6% in Interest income – other assets at amortized cost, due to growth in voluntary deposits, as a result of the expansion of our deposit portfolio, and an increase of securities at amortized cost. Total fee and commission income. Total fee and commission income for the year ended December 31, 2025 was US$2,340 million, an increase of US$453.9 million, or 24.1%, from US$ 1,886.1 million for the year ended December 31, 2024, primarily attributable to (i) an increase of US$ 339.7 million, or 24.6% in credit and prepaid card income arising from the increased purchased volume with credit and prepaid card resulting from an increase in the number of customers and (ii) an increase of US$97.5 million, or 33.9% in late fees, as a result of the portfolio growth of 58% in 2025. Total cost of financial and transactional services provided Total cost of financial and transactional services provided for the year ended December 31, 2025 was US$9,149.7 million, an increase of US$2,885.5 million, or 46.1%, from US$6,264.2 million for the year ended December 31, 2024, as detailed below. For the Years Ended December 31, (in US$ millions) Variation ($) Variation (%) 2025 2024 Interest expense on deposits (3,876.5) (2,342.2) (1,534.3) 65.5% Interest expense on repurchases agreements, borrowings and financing (429.7) (259.4) (170.3) 65.7% Other interest and similar expenses (272.5) (233.2) (39.3) 16.9% Interest and other financial expenses (4,578.7) (2,834.8) (1,743.9) 61.5% Payments and network costs (107.6) (83.6) (24.0) 28.7% Rewards expenses (138.2) (68.5) (69.7) 101.8% Financial system expenses (15.5) (15.0) (0.5) 3.3% Other transactional expenses (104.8) (93.3) (11.5) 12.3% Total transactional expenses (366.1) (260.4) (105.7) 40.6% Expected credit loss (4,204.9) (3,169.0) (1,035.9) 32.7% Total cost of financial and transactional services provided (9,149.7) (6,264.2) (2,885.5) 46.1% Form 20-F | 2025 176 Interest and other financial expenses. Interest and other financial expenses for the year ended December 31, 2025 were US$4,578.7 million, an increase of US$1,743.9 million, or 61.5%, from US$2,834.8 million for the year ended December 31, 2024, mainly attributable to: (i) an increase of US$1,534.3 million or 65.5% in interest expenses on deposits due to an increase in the volume of deposits of US$13.0 billion, or 45.3%, reaching US$41.9 billion as of December 31, 2025, compared to US$28.9 billion as of December 31, 2024, mainly related to the increase in customer base, and (ii) an increase of US$170.3 million or 65.7% in interest expenses on repurchases agreements, borrowings and financing mainly related to the increase in interest expenses due to the increase in financial letters issued during the year and repurchase agreements. Transactional expenses. Transactional expenses for the year ended December 31, 2025 were US$366.1 million, an increase of US$105.7 million, or 40.6% from US$260.4 million for the year ended December 31, 2024, primarily attributable to: (i) an increase of US$69.7 million or 101.8% in rewards expenses, (ii) an increase of US$24.0 million or 28.7% in payments and network costs; and (iii) an increase of US$11.5 million or 12.3% in other transactional expenses reflecting an increase in operational losses and costs to improve our infrastructure. The transactional expenses increase is related to the growth of Nu's customer base and purchase volume. Expected Credit loss. Expected credit loss for the year ended December 31, 2025 were US$4,204.9 million, an increase of US$1,035.9 million, or 32.7%, from US$3,169.0 million for the year ended December 31, 2024, and it was comprised of an increase in expected credit loss for credit card receivables of US$342.9 million, or 17.0%, and an increase in ECL expenses for loans to customers of US$666.7 million, or 58.0%. The increase for credit card receivables reflects a growth in the purchase volume and the credit card balances to US$21.7 billion as of December 31, 2025, from US$14.6 billion as of December 31, 2024. The increase for loans to customers reflects mainly the growth in the loan portfolio to US$9.4 billion as of December 31, 2025, from US$5.3 billion as of December 31, 2024, or an increase of US$4.1 billion or 77%. The total ECL for credit cards and loans was 15.4% of the total receivable, remaining stable compared as of December 31, 2024, when it was also 15.4%. This stability reflects that the increase in the ECL was primarily driven by the growth of our total portfolio and remained aligned with its underlying credit quality. For more information, see notes 13 for credit card receivables and 14 for loans to customers to our audited consolidated financial statements. Gross Profit As a result of the foregoing, our gross profit for the year ended December 31, 2025 was US$6,625.0 million, an increase of US$1,372.1 million, or 26.1%, compared to US$5,252.9 million for the year ended December 31, 2024. Our gross margin (gross profit divided by total revenue) decreased, reaching 42.0% for the year ended December 31, 2025, compared to 45.6% for the year ended December 31, 2024. Form 20-F | 2025 177 Operating expenses Operating expenses for the year ended December 31, 2025 were US$2,752.9 million, an increase of US$295.2 million, or 12.0%, from US$2,457.7 million for the year ended December 31, 2024. Operating expenses represented 17.5% of our total revenue in 2025, compared to 21.3% in 2024. The main changes leading to the increase/decrease in operating expenses in the year are explained below. For the years ended December 31, (in US$ millions) 2025 2024 Variation ($) Variation (%) Operating expenses Customer support and operations (651.8) (604.6) (47.2) 7.8% General and administrative expenses (1,420.5) (1,256.1) (164.4) 13.1% Marketing expenses (302.8) (246.4) (56.4) 22.9% Other income 130.1 56.0 74.1 132.3% Other expenses (507.9) (406.6) (101.3) 24.9% Total operating expenses (2,752.9) (2,457.7) (295.2) 12.0% Customer support and operations. Customer support and operations expenses for the year ended December 31, 2025 were US$651.8 million, an increase of US$47.2 million, or 7.8%, from US$604.6 million for the year ended December 31, 2024, primarily attributable to (i) an increase of US$13.5 million in credit and prepaid card issuance costs, (ii) an increase US$16.1 million in expenses with credit analysis and collection costs, (iii) an increase US$13.4 million in expenses with Infrastructure and data processing costs and (iv) US$10.0 million in expenses with depreciation and amortization, mainly driven by the increase of internally developed intangibles, which totaled an addition of US$285.7 million for the year ended December 31, 2025. See note 19 to our audited consolidated financial statements for more details. Each of (i), (ii) and (iii) was driven by the increase of new customers volume in 2025, reaching 131.0 million customers for the year ended December 31, 2025 from 114.0 million customers for the year ended December 31, 2024, resulting in an increase of 15.0%. General and administrative expenses. General and administrative expenses for the year ended December 31, 2025 were US$1,420.5 million, an increase of US$164.4 million, or 13.1%, from US$1,256.1 million for the year ended December 31, 2024, primarily attributable to: (i) an increase US$59.9 million in expenses with Infrastructure and data processing costs, (ii) an increase of US$59.4 million in salaries and associated benefits due to an increase in the compensation paid and the associated social charges and (iii) an increase of US$22.8 million in other expenses due to increases in lawsuits and legal losses. Marketing expenses. Marketing expenses for the year ended December 31, 2025 were US$302.8 million, an increase of US$56.4 million, or 22.9%, from US$246.4 million for the year ended December 31, 2024, primarily due to an increase of US$54.4 million in expenses related to digital and traditional advertising expenses. Form 20-F | 2025 178 Other expenses. Other expenses for the year ended December 31, 2025 were US$507.9 million, an increase of US$101.3 million, or 24.9%, from an expense of US$406.6 million for the year ended December 31, 2024, primarily attributable to an increase of US$100.3 million in taxes on financial income. Other income. Other income for the year ended December 31, 2025 was an income of US$130.1 million, an increase of US$74.1 million, or 132.3%, from an income of US$ 56.0 million for the year ended December 31, 2024, primarily attributable to an increase of US$100.3 million in monetary adjustments on recoverable taxes. Share of loss in associates The share of loss from associates for the year ended December 31, 2025, was US$3.7 million. There was no share of loss from associates for the year ended December 31, 2024, as the investment was completed in December 2024 and the equity pickup was recorded from January 2025. Income before income taxes As a result of the foregoing, income before income taxes for the year ended December 31, 2025 was US$3,868.4 million, an increase of US$1,073.3 million, or 38.4%, from US$2,795.1 million for the year ended December 31, 2024. Income taxes Income taxes for the year ended December 31, 2025 were a tax expense of US$996.7 million, an increase of US$173.6 million, from a tax expense of US$823.1 million for the year ended December 31, 2024. The effective income tax rates were 25.8% and 29.4% in the years 2025 and 2024, respectively. The decrease in the effective tax rate was primarily due to the recognition of deferred tax assets to be realized from 2026 onwards. For more information, see notes 30 for income taxes to our audited consolidated financial statements. Net income for the year As a result of the foregoing, net income for the year ended December 31, 2025 was US$2,871.7 million, an increase of US$899.6 million, or 45.6%, from a net income of US$1,972.1 million for the year ended December 31, 2024. Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 For a discussion of our results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, please see “Item 5. Operating and Financial Review and Prospects -A. Operating Results - Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023“ of our annual report on Form 20-F for the year ended December 31, 2024, filed with the SEC on April 16, 2025. Exchange Rates While we maintain our books and records in U.S. dollars, the presentation currency for our financial statements and also our functional currency, as a holding company, our material assets are our direct and indirect equity interests in our subsidiaries, and we are therefore dependent upon the results of operations of our subsidiaries, which are denominated primarily in the local currencies of the Latin American countries in which we operate, and as such our consolidated results of operations may be affected by changes in the local exchange rates to the U.S. dollar. We have significant operations in Brazil, Mexico and Colombia. The exchange rates discussed in this section have been obtained from each country’s central bank. However, in most cases, for consolidation purposes, we use a foreign currency to U.S. dollar exchange rate provided by Bloomberg that differs slightly from that reported by the aforementioned central banks. For more information, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business and Industry—Our holding company structure makes us dependent on the operations of our subsidiaries” and “Item 3. Key Information—D. Risk Factors—Risks Relating to the Countries in Which We Operate—Exchange rate and interest rate instability may have a material adverse effect on the economies of the countries in which we operate and the price of our Class A ordinary shares” and “Presentation of Financial and Other Information—Financial Statements.” Form 20-F | 2025 179 Brazil The Brazilian foreign exchange system allows the purchase and sale of foreign currency and the international transfer of reais by any person or legal entity, regardless of the amount, subject to certain regulatory procedures. The real/U.S. dollar exchange rate reported by the Central Bank of Brazil was R$5.581 per US$1.00 on December 31, 2021, which reflected a 7.4% depreciation in the real against the U.S. dollar since December 31, 2020. The real/U.S. dollar exchange rate reported by the Central Bank of Brazil was R$5.218 per US$1.00 on December 31, 2022, which reflected a 6.5% appreciation in the real against the U.S. dollar since December 31, 2021. The real/U.S. dollar exchange rate reported by the Central Bank of Brazil was R$4.841 per US$1.00 on December 31, 2023, which reflected a 7.2% appreciation in the real against the U.S. dollar since December 31, 2022. The real/U.S. dollar exchange rate reported by the Central Bank of Brazil was R$6.192 per US$1.00 on December 31, 2024, which reflected a 27.9% depreciation in the real against the U.S. dollar since December 31, 2023. The real/U.S. dollar exchange rate reported by the Central Bank of Brazil was R$5.502 per US$1.00 on December 31, 2025, which reflected a 11.1% appreciation in the real against the U.S. dollar since December 31, 2024. There can be no assurance that the real will not depreciate or appreciate further against the U.S. dollar. The Central Bank of Brazil has previously intervened in the foreign exchange market to attempt to control instability in foreign exchange rates. We cannot predict whether the Central Bank of Brazil or the Brazilian government will continue to allow the real to float freely or to what extent it will intervene in the exchange rate market by re-implementing a currency band system or otherwise. The real may depreciate or appreciate substantially against the U.S. dollar in the future. Furthermore, Brazilian law provides that, whenever there is a serious imbalance in Brazil’s balance of payments or there are serious reasons to foresee a serious imbalance, temporary restrictions may be imposed on remittances of foreign capital abroad. We cannot guarantee that the Brazilian government will not place restrictions on remittances of foreign capital abroad in the future. The following table sets forth, for the periods indicated, the high, low, average and period-end exchange rates for the purchase of U.S. dollars expressed in Brazilian reais per U.S. dollar. The average rate is calculated by using the average of reported exchange rates by the Central Bank of Brazil on each business day during monthly and annual periods, as applicable. As of December 31, 2025, the exchange rate for the purchase of U.S. dollars as reported by the Central Bank of Brazil was R$5.502 per US$1.00. Year Year-end Average1 Low2 High3 2021 5.581 5.396 4.921 5.840 2022 5.218 5.165 4.618 5.704 2023 4.841 4.995 4.720 5.446 2024 6.192 5.392 4.854 6.199 2025 5.502 5.586 5.273 6.209 Source: Central Bank of Brazil. 1. Represents the average of the exchange rates on the closing of each business day during the year. 2. Represents the minimum of the exchange rates on the closing of each business day during the year. 3. Represents the maximum of the exchange rates on the closing of each business day during the year. Form 20-F | 2025 180 Month Period-end Average1 Low2 High3 October 2025 5.384 5.453 5.295 5.574 November 2025 5.334 5.341 5.273 5.395 December 2025 5.502 5.386 5.321 5.498 January 2026 5.230 5.338 5.184 5.437 February 2026 5.150 5.201 5.138 5.259 March 2026 5.219 5.232 5.160 5.288 April 2026 (through April 6, 2026) 5.153 5.160 5.153 5.166 Source: Central Bank of Brazil. 1. Represents the average of the exchange rates on the closing of each business day during the month. 2. Represents the minimum of the exchange rates on the closing of each business day during the month. 3. Represents the maximum of the exchange rates on the closing of each business day during the month. Mexico For the last years, the Foreign Exchange Commission of the Mexican government has maintained a policy of nonintervention in the foreign exchange markets, other than conducting auctions for the purchase of U.S. dollars, aimed at ensuring financial stability of the local foreign exchange market. Although Mexico has not had in effect any exchange controls in recent years, these controls have existed and have been in effect in the past. We cannot guarantee that the Mexican government will maintain its current policies with regard to the Mexican peso or that the Mexican peso will not further depreciate or appreciate significantly in the future. The following table sets forth, for the periods indicated, the high, low, average and period-end free-market exchange rates for the purchase of U.S. dollars, expressed in nominal Mexican pesos per U.S. dollar, as reported by the Central Bank of Mexico in the Federal Official Gazette. All amounts are stated in Mexican pesos per U.S. dollar. The annual and interim average rates, as well as monthly average rates, reflect the average of daily rates. Year Year-end Average1 Low2 High3 20214 20.584 20.282 19.579 21.819 2022 19.509 20.114 19.166 21.333 2023 16.967 17.730 16.673 19.475 2024 20.883 18.331 16.337 20.883 2025 18.008 19.198 17.893 20.819 Source: Central Bank of Mexico. 1. Represents the average of the exchange rates on the closing of each business day during the year. 2. Represents the minimum of the exchange rates on the closing of each business day during the year. 3. Represents the maximum of the exchange rates on the closing of each business day during the year. 4. Series used for 2020 and 2021 are FIX exchange rates of 2 days after “determination”. Form 20-F | 2025 181 Month Period-end Average1 Low2 High3 October 2025 18.580 18.435 18.324 18.580 November 2025 18.295 18.413 18.295 18.656 December 2025 18.008 18.077 17.893 18.310 January 2026 17.420 17.648 17.218 17.985 February 2026 17.232 17.217 17.129 17.408 March 2026 17.925 17.784 17.285 18.129 April 2026 (through April 6, 2026) 17,767 17,779 17,767 17,832 1. Represents the average of the exchange rates on the closing of each business day during the month. 2. Represents the minimum of the exchange rates on the closing of each business day during the month. 3. Represents the maximum of the exchange rates on the closing of each business day during the month. Colombia The Colombian government and the Colombian Central Bank have considerable power to determine governmental policies and actions that relate to the Colombian economy and, consequently, to affect the operations and financial performance of businesses. The Colombian government and the Colombian Central Bank may seek to implement additional measures aimed at controlling further fluctuation of the Colombian peso against other currencies and fostering domestic price stability. The Colombian Central Bank and the Colombian Ministry of Finance and Public Credit (Ministerio de Hacienda y Crédito Público, or “MHCP”) have in the past adopted a set of measures intended to tighten monetary policy and control the fluctuation of the Colombian peso against the U.S. dollar. Colombia has a free market for foreign exchange, and the Colombian government allows the Colombian peso to float freely against the U.S. dollar. There can be no assurance that the Colombian government will maintain its current policies with regard to the Colombian peso or that the Colombian peso will not depreciate or appreciate significantly in the future. The Colombian Central Bank establishes the parameters that must be observed in order to calculate the Representative Market Rate (Tasa Representativa del Mercado); then, the Colombian Financial Superintendency (Superintendencia Financiera de Colombia, or “SFC”) proceeds to compute and certify the Representative Market Rate based on the weighted averages of the buy/sell foreign exchange rates quoted daily by certain financial institutions for the purchase and sale of foreign currency. Form 20-F | 2025 182 The following table sets forth, for the periods indicated, the high, low, average and period-end exchange rates for the purchase of U.S. dollars expressed in Colombian pesos per U.S. dollar as certified by the SFC. The rates shown below are in nominal Colombian pesos and have not been restated in constant currency units. The average rate is calculated by using the average of reported exchange rates by the Colombian Central Bank on each business day during monthly and annual periods, as applicable. Year Year-end Average1 Low2 High3 2021 3,981.16 3,743.09 3,420.78 4,023.68 2022 4,810.20 4,255.44 3,706.95 5,061.21 2023 3,822.05 4,325.05 3,822.05 4,989.58 2024 4,409.15 4,071.35 3,763.43 4,478.21 2025 3,757.08 4,052.71 3,706.94 4,416.69 Source: Colombian Central Bank. 1. Represents the average of the exchange rates on the closing of each business day during the year. 2. Represents the minimum of the exchange rates on the closing of each business day during the year. 3. Represents the maximum of the exchange rates on the closing of each business day during the year. Month Period-end Average1 Low2 High3 October 2025 3,870.42 3,877.84 3,808.12 3,933.31 November 2025 3,744.43 3,786.18 3,716.73 3,872.47 December 2025 3,757.08 3,791.47 3,706.94 3,874.71 January 2026 3,670.47 3,703.00 3,630.33 3,790.77 February 2026 3,766.30 3,675.64 3,622.00 3,766.30 March 2026 3,669.96 3,717.56 3,668.89 3,797.64 April 2026 (through April 6, 2026) 3,675.81 3,673.19 3,660.10 3,675.81 Source: Colombian Central Bank. 1. Represents the average of the exchange rates on the closing of each business day during the month. 2. Represents the minimum of the exchange rates on the closing of each business day during the month. 3. Represents the maximum of the exchange rates on the closing of each business day during the month. Form 20-F | 2025 183 B. Liquidity and Capital Resources Cash flows As of December 31, 2025 and 2024, we had US$15,003.6 million and US$9,185.7 million, respectively, in cash and cash equivalents. We believe that our current available cash and cash equivalents and the projected cash flows from our operating activities will be sufficient to meet our working capital requirements and capital expenditures in the ordinary course of business for the next 12 months and beyond. The following table shows the generation and use of cash for the years indicated: For the year ended December 31, 2025 2024 2023 (in US$ millions) Cash flows generated from operating activities 3,500.5 2,399.1 1,266.2 Cash flow (used in) / generated from investing activities (342.3) (330.6) (177.0) Cash flow (used in) / generated from financing activities 2,290.2 727.7 425.2 Increase (decrease) in cash and cash equivalents 5,448.4 2,796.2 1,514.4 Cash and cash equivalents – end of the year 15,003.6 9,185.7 5,923.4 Our cash and cash equivalents include reverse repurchase agreements, short-term investments, bank account balances, securities, voluntary deposits at central banks and other cash and cash equivalents. The reverse repurchase agreements substantially have one-day maturities and have an immaterial risk of change in value. Short-term investments and securities are highly liquid investments with original maturities of three months or less and with an immaterial risk of change in value. ​​Voluntary deposits at central banks are deposits made by the subsidiaries in Brazil, Mexico and Colombia at the Central Bank, considering liquidity strategies from the Treasury, and are considered as cash and cash equivalents as they mature in one business day. For more information, see note 11 to our audited consolidated financial statements included elsewhere in this annual report. Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024 Operating activities. Our net cash flows generated from operating activities for the year ended December 31, 2025 were US$3,500.5 million, an increase of US$1,101.4 million from a cash flow generated from operating activities of US$2,399.1 million in the year ended December 31, 2024. Our net income for the year ended December 31, 2025, was US$2,871.7 million, an increase of US$899.6 million from US$1,972.1 million net income for the year ended December 31, 2024. The total balance after the adjustments to reconcile net income for the year to cash used in operating activities for the year ended December 31, 2025 was US$7,873.1 million, compared to US$5,320.1 million for the year ended December 31, 2024, mainly as a result of (i) an increase in expected credit loss to US$4,701.1 million in the year ended December 31, 2025, compared to US$3,469.0 million in the year ended December 31, 2024, offset by (ii) a decrease in deferred income taxes by US$427.3 million in the year ended December 31, 2025, compared to US$713.4 million in the year ended December 31, 2024, and (iii) an increase in interest accrued to US$288.7 million in the year ended December 31, 2025, compared to US$179.2 million in the year ended December 31, 2024. Also, the cash flow generated from operating activities was impacted by the changes in our operation assets and liabilities were principally affected by an increase in cash outflows for credit card receivables, loans to customers and compulsory and other deposits at central banks partly compensated by cash inflows from higher volume of deposits, payables to network and interest received. Form 20-F | 2025 184 Investing activities. Our net cash flows used in investing activities for the year ended December 31, 2025 were US$342.3 million, an increase of US$11.7 million, from US$330.6 million for the year ended December 31, 2024, primarily due to an increase in acquisition and development of intangible assets during December 31, 2025. Financing activities. Our net cash flows generated from financing activities for the year ended December 31, 2025 were US$2,290.2 million, an increase of US$1,562.5 million from US$ 727.7 million for the year ended December 31, 2024. The increase in the cash generated resulted primarily from the net effect of an increase in proceeds from borrowings and financing, considering new borrowings registered, to US$2,823.5 million in the year ended December 31, 2025 compared to US$1,309.9 million in the year ended December 31, 2024. .As a result of the foregoing, cash and cash equivalents as of December 31, 2025 were US$15,003.6 million, an increase of US$5,817.9 million, from US$9,185.7 million as of December 31, 2024. Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 For a discussion of our results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, please see “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources – Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023“ of our annual report on Form 20-F for the year ended December 31, 2024, filed with the SEC on April 16, 2025. Indebtedness As of December 31, 2025, our indebtedness was composed of US$4,398,216 million in borrowings and financing and US$29,197 million in lease liabilities. The following is a description of our material indebtedness as of December 31, 2025: Borrowings and financing Borrowings and financing are composed of a margin loan credit facility denominated in US dollars issued by our subsidiaries in Brazil, indexed to CME Term SOFR Rate (CME Group's forward-looking SOFR rate) plus a fixed spread; and a syndicated loan denominated in Colombian Pesos by our Colombian subsidiary, Nu Colombia S.A., or “Nu Colombia”, indexed by Colombian Reference Banking Indicator or the “IBR”. This line is composed of financial bills issued by our subsidiaries in Brazil, denominated in Brazilian reais. The IFC B Loan disbursed in 2023 is USD-denominated, indexed to Libor and counts on interest-rate hedge. On September 27, 2024, our Colombian subsidiary Nu Colombia entered into a credit facility with United States International Development Finance – DFC with a total commitment of US$150 million and an interest rate of SOFR + 2.90%. The commitment period of the facility ends on March 27, 2026. This term loan credit facility is guaranteed by us. As of December 31, 2024, US$150 million was outstanding under this credit facility, and US$50 million has been disbursed on October 18, 2024, maturing on October 15, 2027. During the year ended December 31, 2025, Nu Colombia fully prepaid the US$50 million; and the total outstanding on the facility was reduced to a committed undisbursed amount of US$100 million. During the years ended December 31, 2025 and 2024, the Company obtained a margin loan credit facility, which Nu entered into through Nu Financeira, secured by government securities and sovereign bonds as collateral. As of December 31, 2025, the balance of this margin loan was US$1,868,626 (US$201,493 as of December 31, 2024). The maturity for these loans is from March 2026 to January 2027. Form 20-F | 2025 185 As of December 31, 2025, Nu Financeira had issued financial bills denominated in Brazilian reais, indexed to a percentage of the CDI or to CDI plus a fixed spread. The balance of these financial bills was US$2,529,590 (US$1,178,603 as of December 31, 2024). Lease liabilities Lease liabilities correspond to lease agreements for certain items in our operations, primarily in connection with leasing office space under agreements that are generally indexed to Brazilian reais or Mexican Pesos, as applicable. Capital Expenditures In the years ended December 31, 2025, 2024 and 2023, we made capital expenditures (defined as cash payments to acquire property, plant and equipment or intangible assets) of US$340.8 million, US$175.0 million and US$177.0 million, respectively. These capital expenditures mainly included expenditures related to the upgrade and development of our IT systems, software and infrastructure, facilities, machinery and equipment, furniture and fittings and leasehold improvements. We expect to increase our capital expenditures to support the growth in our business and operations in the countries in which we operate, including Brazil, Mexico and Colombia. We expect to meet our capital expenditure needs for the foreseeable future from our operating cash flow, our existing cash and cash equivalents, and with the net proceeds of our Initial Public Offering (IPO). Our future capital requirements will depend on several factors, including our growth rate, the expansion of our research and development efforts, employee headcount, marketing and sales activities, the introduction of new features to our existing products and the continued market acceptance of our products. Tabular Disclosure of Contractual Obligations The following is a summary of our contractual obligations as of December 31, 2025: Payments Due By Period as of December 31, 2025 Up to 1 month 1 to 3 months 3-12 months Over 12 months Total (In US$ millions) Deposit (1) Banking deposit receipt (Recibo de Depósito Bancário - RDB) 31,248.8 466.1 947.4 295.6 32,957.9 Banking certificate of deposit (CDB) 28.6 130.6 227.1 129.0 515.3 Borrowings and financing 87.7 336.2 2,240.7 2,318.7 4,983.3 Total 31,365.1 932.9 3,415.2 2,743.3 38,456.5 (1) Gross nominal outflows for deposits were calculated considering the exchange rate of R$5.496 to US$1.00, the commercial purchase rate for U.S. dollars as of December 31, 2025 as reported by Bloomberg and the projected Brazilian CDI Rate as reported on the B3’s website, for the deposits. Form 20-F | 2025 186 C. Research and Development, Patents and Licenses, Etc. See “Item 4. Information on the Company—D. Property, Plants and Equipment—Intellectual Property.” D. Trend Information For discussion of trend information, see “Item 4. Information on the Company—B. Business Overview—Overview—Our Attractive Opportunity—Powerful Secular Trends”; “Item 4. Information on the Company—B. Business Overview—Our Market—Industry Background—the Latin American Financial Services Industry is Ready to Be Reinvented” and “Item 5. Operating and financial review and prospects —A. Operating Results.” E. Critical Accounting Estimates For further information about critical judgments, assumptions and estimation uncertainties in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements, see note 5 – Significant accounting judgments, estimates and assumptions to our audited consolidated financial statements (see Item 17 of this annual report). Item 6. Directors, Senior Management and Employees A. Directors and Senior Management We are managed by our board of directors and by our management team, pursuant to our Memorandum and Articles of Association and the Cayman Islands Companies Act (as revised). Board of Directors As of April 8, 2026, our board of directors was composed of nine members. Our Memorandum and Articles of Association provide that each director holds office until the next annual general meeting following the annual general meeting at which such director was elected. None of our board members have contracts that provide for benefits upon termination of employment. Our Memorandum and Articles of Association provide that from and after the date on which David Vélez (together with his affiliates), our founding shareholder, no longer beneficially owns more than 50% of the aggregate voting power of all of our issued shares having the right to receive notice of and vote at our annual general meetings, or the classifying date, the directors shall be divided into three classes designated Class I, Class II, and Class III. Each director shall serve for a term ended on the date of the third annual general shareholders meeting following the annual general shareholders meeting at which such director was elected, provided that directors initially designated as Class I directors will serve for a term ended on the date of the first annual general shareholders meeting following the classifying date, directors initially designated as Class II directors shall serve for a term ended on the second annual general shareholders meeting following the classifying date, and directors initially designated as Class III directors shall serve for a term ended on the date of the third annual general shareholders meeting following the classifying date. The directors nominated by our founding shareholder shall be allocated to the longest duration classes unless otherwise determined by our founding shareholder. Our directors do not have a retirement age requirement under our Memorandum and Articles of Association. The following table presents the names of the current members of our board of directors. Form 20-F | 2025 187 Name Age Position(s) David Vélez Osorno 44 Founder, Chairman and Chief Executive Officer Anita Mary Sands 49 Lead Independent Director(1)* David Alexandre Marcus 52 Director (2) Douglas Mauro Leone 68 Director(2)* Diego Piacentini 65 Director* Jacqueline Dawn Reses 56 Director(2)* Luis Alberto Moreno Mejía 72 Director(2)* Rogério Paulo Calderón Peres 64 Director(1)* Thuan Quang Pham 58 Director (1)* (1) Member of the Audit and Risk Committee (2) Member of the Compensation and People Committee * Independent Director The following is a brief summary of the business experience of our directors. Unless otherwise indicated, the current business address for our directors is c/- Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, Grand Cayman, KY1-9010, Cayman Islands. David Vélez Osorno is our Founder, the Chairman of our Board of Directors and our Chief Executive Officer. Before founding Nu in 2013, David was a partner at Sequoia Capital, in charge of the firm’s Latin American investments group. Before Sequoia, David worked in investment banking and growth equity at Goldman Sachs, Morgan Stanley and General Atlantic. He holds a Bachelors of Science in Management Science and Engineering and a Masters in Business Administration, both from Stanford University. Anita Mary Sands is a member of our Board of Directors, a position she has held since October 2020. She has acted as our Lead Independent Director since October 2022, and is also a member of our Audit and Risk Committee since June 2021. Dr. Sands has served on the board of directors of ServiceNow, Inc. since July 2014, besides other private boards of directors, such as JumpCloud, Inc. (since December 2021), Cyderes (since January 2022) and Rokt (since January 2025). She also served on the boards of directors of Circle Internet Financial, Inc. (2022 until 2024), Pure Storage, Inc. (2015 until 2021), Khosla SPAC (2021), and SVF SPAC (2021 until 2023). Most recently, she returned to the management side of the corporate environment joining General Catalyst as Vice Chair and Head of Growth (January 2026). From April 2012 to September 2013, Dr. Sands served as group managing director, head of change leadership and a member of the wealth management Americas executive committee of UBS Financial Services, a global financial services firm. Prior to that, from April 2010 to April 2012, Dr. Sands was group managing director and chief operating officer of UBS Wealth Management Americas at UBS Financial Services, and from October 2009 to April 2010, Dr. Sands was a transformation consultant at UBS Wealth Management Americas. Prior to joining UBS Financial Services, Dr. Sands was managing director, head of transformation management at Citigroup N.A.’s global operations and technology organization. Dr. Sands also held several leadership positions with RBC Financial Group and the Canadian Imperial Bank of Commerce (CIBC). Dr. Sands holds a Bachelor’s of Science in Physics and Applied Mathematics and a Doctoral Degree in Atomic and Molecular Physics, both from The Queen’s University of Belfast, Northern Ireland, and a Master’s of Science in Public Policy and Management from Carnegie Mellon University. She is also a former James Wei Visiting Professor in Entrepreneurship at Princeton University. Form 20-F | 2025 188 David Alexandre Marcus is a member of our Board of Directors, a position he has held since March, 2023. He is also a member of our Compensation and People Committee since March 2023. Mr. Marcus is CEO and co-founder of Lightspark. Lightspark is an open global money movement platform at the intersection of fiat payment systems and Bitcoin and Stablecoin networks. Most recently he led all payments and crypto efforts at Meta. In 2018, Mr. Marcus started Diem (fka Libra). He joined Meta in 2014, then called Facebook, to lead Messenger which he took from under 200M monthly users to over 1.5B. Previously, he was PayPal’s President. A lifelong entrepreneur, Mr. Marcus launched two companies in Europe, then founded mobile payments company Zong in Silicon Valley, which was acquired by PayPal in 2011. Diego Piacentini is a member of our Board of Directors, a position he has held since April 2026. Mr. Piacentini is the founder of View Different, a venture firm that invests in entrepreneurs using technology to reshape traditional industries. He served as Senior Vice President of International Consumer Business at Amazon for 16 years, overseeing operations in Europe, Asia, and emerging markets. Before Amazon, he held senior roles at Apple, including leading its European business. In the public sector, Mr. Piacentini served a two-year term as the Italian government's Special Commissioner for the Digital Agenda, leading initiatives to modernize public services through technology. He also serves as non-executive director of The Economist Group, DoorDash and Voi Technologies, executive advisor to KKR, and board member or mentor to organizations including Endeavor and the Institute for Health Metrics and Evaluation (IHME). Mr. Piacentini holds a B.S. in Economics from Bocconi University. Douglas Mauro Leone is a member of our Board of Directors, a position he has held since 2016. He has also been a member of our Compensation and People Committee since July 2021. Doug is a Partner at Sequoia Capital, which he joined in 1988 and became Partner in 1993. At Sequoia, from 2012 to 2022, he served as its Global Managing Partner, and from 1996 to 2012 he served as Co-Head of the Partnership. Doug also serves on the board of directors of [24]7, Cresta, Cyera, Island.io, Sequoia Heritage, Soley Pharmaceutical, StrongDM, Trade Republic, Wiz, and Zafran. Before Sequoia, Doug began his career in tech at Sun Microsystems, Hewlett-Packard, and Prime Computer. He holds a Bachelor’s of Science in Mechanical Engineering from Cornell University, a Master’s of Science in Industrial Engineering from Columbia University, and a Master’s of Science in Management from the Massachusetts Institute of Technology. Jacqueline Dawn Reses is a member of our Board of Directors, a position she has held since March 2021. She has also been the Chair of our Compensation and People Committee since July 2021, and acted as a member of our Audit and Risk Committee from June 2021 until December 2023. She is the current Chairwoman and Chief Executive Officer of Lead Bank (since October 2021) and most recently served as executive chair of Square Financial Services LLC and capital lead at Block, Inc. (Square, Inc.), a publicly traded financial services company, from October 2015 to October 2020. From February 2016 to July 2018, she also served as people lead at Square, Inc. From September 2012 to October 2015, she served as chief development officer of Yahoo! Inc. Prior to Yahoo, she led the U.S. media group as a partner at Apax Partners Worldwide LLP, a global private equity firm, which she joined in 2001. She serves on the board of directors of Affirm and TaskUs. She holds a Bachelor’s of Science in Economics with honors from the Wharton School of the University of Pennsylvania. Form 20-F | 2025 189 Luis Alberto Moreno Mejía is a member of our board of directors, a position he has held since April 2021. He has also been a member of our Compensation and People Committee since July 2021. He joined us after his 15-year tenure as the President of the Inter-American Development Bank Group from October 2005 to September 2020, and has served as a Managing Director at Allen & Co. since February 2021. Mr. Moreno has served on the board of directors of Dow Inc. since April 2021 and in January 2025 he joined the Global Advisory Board of Coinbase Inc. He has also served as Colombia’s Ambassador to the United States for seven years from October 1998 to June 2005. He had a distinguished career in business and government. As Minister of Economic Development between July 1992 and January 1994, he was head of the Instituto de Fomento Industrial, Colombia’s public sector holding company. In the private sector he was the executive producer of TV Hoy. He holds a Degree in Business Administration and Economics from Florida Atlantic University and a Master’s in Business Administration from the Thunderbird School of Global Management. In 1990, Harvard University awarded him a Neiman Fellowship for his achievements in the field of journalism. Rogério Paulo Calderón Peres is a member of our Board of Directors and also the chairman of our Audit and Risk Committee, positions he has held since June 2021 and July 2021, respectively. As a financial expert, he served in PricewaterhouseCoopers Brazil as audit partner for nearly ten years until 2003 and then served as senior executive and chief financial officer at Bunge Brasil S.A. from 2003 to 2007, Unibanco S.A. and Itaú Unibanco Holdings S.A. between 2007 and 2014, and HSBC Brasil S.A. (HSBC LatAm) between 2014 and 2016. He also serves as a Board member in Alupar Investimentos S.A. since December 2016, and in Grupo Casas Bahia S.A. since September 2019 being also part of its Audit and Finance Committees, all of them listed companies in Brazil. He holds a Bachelor’s in Business Administration from Fundação Getulio Vargas and a Bachelor’s in Accounting from Fundação FAPEI, both in Brazil. He also holds a Brazilian registered accountant certification (Brazilian CPA) and has also attended several extension programs in strategy, finance, human resources and governance at Harvard University, Princeton University, University of Western Ontario, Fundação Getulio Vargas and Fundação Dom Cabral. Thuan Quang Pham is our Board Member and also Member of our Audit and Risk Committee since September 2022. He is the current CTO of Faire (since May 2024). Mr. Pham served as Chief Technology Officer of Coupang from September 2020 until September 2022, and of Uber Technologies, Inc. from April 2013 to May 2020. From December 2004 to January 2013, Mr. Pham served in various Vice President roles at VMWare, Inc., a software and technology company, including as Vice President of R&D – Cloud Management Platform from June 2012 to January 2013. Mr. Pham holds both B.S. and M.S. degrees in Computer Science and Electrical Engineering from the Massachusetts Institute of Technology. Management Team Our management team is responsible for the management and representation of our company. The following table lists the current officers who are members of our management team: Form 20-F | 2025 190 Name Age Position(s) David Vélez Osorno 44 Chief Executive Officer Cristina Helena Zingaretti Junqueira 43 Chief Growth Officer and US CEO Ethan Eismann 49 Chief Design Officer Eric Cristhopher Young 49 Chief Technology Officer Guilherme Marques do Lago 47 Chief Financial Officer Henrique Camossa Saldanha Fragelli 49 Chief Risk Officer Livia Martines Chanes 43 Brazil Chief Executive Officer Roberto de Oliveira Campos Neto 56 Executive Vice-Chairman and Global Head of Public Policy Suzana Kubric 46 Chief People Officer The following is a brief summary of the business experience of the members of our management team. Unless otherwise indicated, the current business address for our management team is Rua Capote Valente, 39 – Pinheiros, São Paulo, Brazil. David Vélez Osorno. See “—Board of Directors.” Cristina Helena Zingaretti Junqueira is our Co-Founder and Chief Growth Officer of the Group since August 2022. In addition to her group-wide responsibilities, she is currently dedicated to the development of Nu’s future banking operations in the United States, a project she is expected to lead as CEO upon its launch. Before founding Nu in 2013, she worked for several years at Itaú Unibanco S.A. with consumer credit, card products and marketing. She was recently featured in the Financial Time’s 25 Most Influential Women for the year of 2024. Cristina holds an Engineering Bachelors degree and a Masters degree from Universidade de São Paulo (USP), and also an MBA from Northwestern University’s Kellogg School of Management. Eric Cristhopher Young is our Chief Technology Officer, who started at Nubank on August 18, 2025. Most recently, he served as Senior Vice President of Engineering at Snap Inc., where he led teams responsible for scaling infrastructure and delivering seamless, mobile-first experiences to hundreds of millions of users globally. Prior to that, he served as Vice President of Engineering at Google for seven years, overseeing foundational elements of their technical infrastructure (job scheduling & resource management control plane), which ultimately powered their Search, Ads, YouTube and Google Cloud products. Eric also spent 15 years at Amazon scaling enterprise systems and processes as part of senior roles he held across supply chain, fulfillment, personalization and pricing. Eric has a B.S. in Computer Science and Math from Vanderbilt University and an MBA from the University of Pennsylvania Wharton School of Business. Ethan Eismann is our Chief Design Officer, a position he has held since July, 2025. Prior to joining Nubank, he served at Slack from January 2019 to July 2025, first as Vice President of Design and, starting in July 2021, as Senior Vice President of Design, leading the global design organization. Before Slack, he held senior design leadership roles at Airbnb, Uber, Google, and Adobe over more than two decades in the technology industry. He holds an MS in Information Design & Science from the University of California, Berkeley and a BA in Philosophy from Pomona College. Form 20-F | 2025 191 Guilherme Marques do Lago is our Chief Financial Officer, a position he has held since February 2021, and served as our vice president of finance from March 2019 to February 2021. From April 2006 to March 2019, he served in various positions at the Credit Suisse Group AG, including as managing director in its investment banking group. He also previously worked at McKinsey & Company from 2005 to 2006. He holds a Bachelor’s of Science in Industrial Engineering from Escola Politécnica da Universidade de São Paulo and a Master’s in Business Administration from the Harvard Business School. Henrique Camossa Saldanha Fragelli is our Chief Risk Officer, a position he has held since 2018. He is responsible for our financial and non-financial risks. He is in charge of all our risk related activities, including credit risk, market and liquidity risk, stress testing, model risk, operational and IT risk, conduct risk, and anti-money laundering teams. Before joining us in 2018, he was the global head of traded portfolio analytics at HSBC Bank PLC, based in London, from August 2015 to June 2018 and the head of traded risk analytics for Latin America at HSBC Brasil S.A. from July 2013 to August 2015. He also worked at WestLB as a risk director, based in London, from April 2012 to July 2013 and for LCH. Clearnet from October 2007 to April 2012. He holds a Bachelor of Arts in Economics from Universidade de São Paulo and a Master of Business Administration in Finance from the École des Hautes Études Commerciales de Paris (HEC Paris). Livia Martines Chanes is the Chief Executive Officer for Brazil, a position she has held since January 2024, responsible for the company’s Brazilian Operations. She started at Nubank in 2020 as Vice President of products. Before that, she worked at Banco Itaú in multiple technology driven businesses from 2015 until 2020, and at McKinsey consulting from 2005 until 2015, as a partner in the São Paulo office. She holds a Bachelor's degree in Engineering from the Escola Politécnica of the University of São Paulo and a Master’s degree from École Nationale des Ponts et Chaussées, Paris. She also holds an MBA from INSEAD. Roberto de Oliveira Campos Neto is our Executive Vice-Chairman and Global Head of Public Policy, having joined Nu in July 2025. He has a solid career in the financial sector for over two decades, having worked for Banco Santander, Claritas Investments, and Bozano Simonsen. He is especially recognized for his role in the public sector as President of the Central Bank of Brazil between 2019 and 2024. In this position, he was responsible for advancements in digitalization, such as the implementation of the instant payment method Pix, the launch of Open Finance, and the creation of DREX (the digital Real). He has been awarded multiple times locally and internationally for his work to curb inflation, modernize the financial system, combat climate change, and for international collaboration. Roberto is also a member of the Board of the World Economic Forum and a Senior Fellow at the Milken Institute. He holds a Bachelor’s Degree and a Master’s Degree in Economics from the University of California-Los Angeles (UCLA). Suzana Kubric is our Chief People Officer, a position she has held since May 2023. From December 2022 until May 2023 she held the position of Vice President of People and Culture. From March 2021 until November 2022 she held the position of Vice President of HR Business Partners. Before joining Nu, she served several leadership positions in Human Resources in companies of different segments, such as Human Resources Director Latin America and D&I Champion at Kantar IBOPE Media (Ibope pesquisa de midia Ltda.) from February 2017 until March 2021, HR Integration Lead & Talent Management Head – Europe and Americas for Consumer Business – at GSK Consumer Health (Glaxosmithkline Brasil Ltda.) from November 2015 until January 2017, HR Head at OTC Latam and OTC Mercosul, HR Business Partner at Pharma, Finance and Marketing Support and Talent Management Head at Novartis Biociencias S.A from January 2007 until October 2015, Human Resources Manager at Associação Civil Greenpeace from May 2005 until May 2006, Regional Human Resources Coordinator at CoE Learning & Development, and Human Resources Analyst and Intern at Food Division at Unilever Brasil Industrial Ltda. from November 1999 until April 2015. Mrs. Kubric holds a Bachelor’s degree in Administration from Fundação Armando Álvares Penteado – FAAP and a Master’s in Business Administration from Florida International University. Form 20-F | 2025 192 Family Relationships There are no family relationships among any member of our board of directors or management team. Shareholder’s Agreement On November 29, 2021 we entered into a shareholder’s agreement, or the “Shareholder’s Agreement,” with our founding shareholder, last amended on March 11, 2025. Among other things, the Shareholder’s Agreement provides our founding shareholder with the right to nominate a certain number of directors based on the aggregate voting power of the issued share capital held by our founding shareholder and his affiliates, so long as our founding shareholder and his affiliates beneficially own shares accounting for at least 5% of the voting power of our issued share capital. The Shareholder’s Agreement provides that, subject to compliance with applicable law and NYSE rules, for so long as our founding shareholder and his affiliates beneficially own shares accounting for at least 40% of the voting power of our issued share capital, our founding shareholder shall be entitled to designate up to five nominees to our board of directors (or if the size of our board of directors is increased, a majority of the members of our board of directors); for so long as our founding shareholder and his affiliates beneficially own at least 25% of the voting power of our issued share capital, our founding shareholder shall be entitled to designate up to three nominees to our board of directors (or if the size of our board of directors is increased, one-third of the members of our board of directors); and for so long as our founding shareholder and his affiliates beneficially own at least 5% of the voting power of our issued share capital, our founding shareholder shall be entitled to designate one nominee to our board of directors (or if the size of our board of directors is increased, 10% of the members of our board of directors). In addition, the Shareholder’s Agreement provides that for so long as our founding shareholder and his affiliates beneficially own at least 5% of the voting power of our issued share capital, our founding shareholder will have the right to designate its pro rata share of the total number of members of the Audit and Risk Committee and the Compensation and People Committee of our board of directors that is equal to the proportion that the number of directors designated by our founding shareholder bears to the total number of directors on our board, except to the extent that such membership would violate applicable law or NYSE rules. The rights granted to our founding shareholder to designate directors pursuant to the Shareholder’s Agreement are additive to and not intended to limit in any way the rights that our founding shareholder or any of his affiliates may have to nominate, elect or remove our directors under our Memorandum and Articles of Association or laws of the Cayman Islands. The Shareholder’s Agreement also provides that for so long as our founding shareholder and his affiliates beneficially own shares accounting for at least 10% of the voting power of our issued share capital, we will agree not to take, or permit our subsidiaries to take, certain actions without the prior written approval of David Vélez Osorno, including incurring indebtedness in excess of our net equity value on a consolidated basis, entering into transactions with our officers, directors or other affiliates (excluding our founding shareholder), making material changes to the strategic direction or scope of our business, adopting a shareholders’ rights plan, paying or declaring any dividend or distribution on our shares, entering into a merger, consolidation, reorganization or other business combination or a transaction or series of transactions that would result in a change of control, any liquidation, dissolution, receivership, commencement of bankruptcy, insolvency or similar proceeding, authorizing or issuing any share capital or any security convertible, exchangeable or exercisable for any share capital (subject to specified exceptions), acquiring or disposing of assets the aggregate consideration or fair value or which exceeds 20% of our net equity value on the date of the transaction, or determining the annual compensation of any of our officers and directors (excluding our founding shareholder). The Shareholder’s Agreement also provides our founding shareholder with access to our books and records and financial and operating data with respect to our business, and affords our founding shareholder certain consultation rights with our management team with respect to our business and financial results, so long as our founding shareholder and his affiliates beneficially own shares accounting for at least 5% of the voting power of our issued share capital. Form 20-F | 2025 193 B. Compensation Compensation of Directors and Management Team Under Cayman Islands law, we are not required to disclose compensation paid to our management team on an individual basis. Our executive officers, directors and management receive fixed and variable compensation. They also receive benefits in line with market practice in Brazil and the countries in which we operate. Compensation is set on market terms and reviewed annually. The variable component consists primarily of awards of shares, which are awarded under our RSU long-term incentive program, as discussed below. For a description of our aggregate compensation expenses and the equity incentive plans available to our management team , see “—Executive Compensation.” Employment Agreements We have entered into, either directly or through our subsidiaries, services agreements with each of the officers listed in “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management— Management Team” above. Directors’ and Officers’ Insurance We understand that directors and officers liability insurance is a crucial component of attracting and retaining our directors and officers. We currently hold a directors and officers liability policy to cover defense costs and losses arising from a claim or preliminary investigation that is not indemnified by the company on behalf of the directors or officers, at a minimal limit. For more information, see “Item 7. Major shareholders and related-party transactions—B. Related Party Transactions—Limitation of Liability and Indemnification of Officers and Directors”. Executive Compensation Directors and Key Management Compensation Other than the tax-qualified defined contribution 401(k) plan in which certain executive officers located in the United States participate, we currently do not set aside any amounts related to pension, retirement or other similar benefits. The aggregate compensation, including that paid by our controlled companies, of our directors and other key management personnel for the year ended December 31, 2025 was US$91.3 million. Management compensation includes the compensation of members of our board of directors and management team who receive compensation. Some of our executive officers and members of our board of directors and management team hold executive positions in companies controlled by us, and may receive a portion of their reported compensation directly from such controlled companies, in accordance with the activities they perform. Compensation Objectives Our executive compensation program is designed to achieve the following objectives: ● Attract and retain the most talented and dedicated executive officers whose knowledge, and skill set are critical to the successful execution of our business strategy; Form 20-F | 2025 194 ● Ensure our executive officers are compensated in a manner consistent with competitive practices of other leading growth companies of a similar size and stage of development; ● Reward our executive officers for their performance and motivate them to achieve our long-term strategic goals in a manner that is aligned with the interests of our shareholders; and ● Reinforce our leadership principles and cultural values, which promote empowering and having our customers come first, pursuing the highest performance, taking responsibility for our commitments and growing efficiently. Peer Group To execute on our compensation objectives, each year we have our independent compensation consultants review our Peer Group. This group is used for benchmarking to assess market competitive compensation levels, as well as dilution levels when setting our annual equity budget. The general criteria for the group are: ● Industry: primary focus on fin-tech/software/internet services with secondary focus on consumer/diversified finance. ● Size: similar size to Nubank in terms of market capitalization and revenue. ● Disclosure: must disclose an annual proxy circular due to the filing’s detailed compensation program disclosure requirements. ● Refinement factors: preference for strong revenue growth, and companies that we have in the past competed with for same-level talent. Compensation Composition The total compensation package for our management team consists of a mix of fixed compensation, profit sharing, and share-based compensation. We believe such a structure is well-placed for maximizing shareholder value while, at the same time, attracting, motivating and retaining high-quality officers. ● Fixed Compensation. Our management team receives a fixed base salary, which is paid based on the services provided, and intended to compensate each officer according to the scope of his or her duties. ● Profit Sharing. In compliance with our Brazil employee union agreements, our management team in Brazil is eligible for the Profit Sharing Program. This is a short-term variable remuneration component, linked to the achievement of pre-established business goals through union negotiation. Our Brazil officers are subject to the same payout formulae and maximum payouts as the rest of our Brazilian employee population. ● Share-Based Compensation. We maintain a long-term incentive plan, which provides annual awards of RSUs. We believe that it is important for the majority of compensation of our management team to be delivered in the form of share-based compensation, creating greater alignment of the interests of key employees with those of shareholders and allowing us and our subsidiaries to attract and retain key employees. Salaries and benefits provided are established in accordance with our compensation strategy. This fixed portion of compensation seeks to recognize the value of each of the executive officer positions and contribute to the retention of our management team, which provides greater stability and quality in our activities. Form 20-F | 2025 195 In addition, we believe that our share-based compensation drives further retention of key executives and ensures alignment between their interests and those of our shareholders. Share-based compensation is also defined based on market data on our Peer Group and on the compensation strategy adopted. For more information on the ownership of our shares by our directors and officers, see “Item 7. Major Shareholders and Related-Party Transactions—A. Major Shareholders.” In the payment of share-based compensation to our executives, we consider the following: (i) individual performance; (ii) the performance of the business unit; (iii) our performance as a whole; and (iv) the importance of certain performance to our long-term goals and objectives. Our management team members are evaluated based on the achievement of our goals, consisting of specific objectives and indicators, in accordance with our current strategy. There is currently no compensation or benefits linked to the occurrence of a particular corporate transaction. Board of Directors Since 2020, we have engaged and paid independent board members who receive compensation made up of a mix of cash and share-based compensation. We did not structure compensation for our directors in any specific ratio between cash and equity, but note that all paid board member compensation was primarily weighted towards equity compensation to better align their interests to our long-term goals and those of our shareholders. In connection with our initial public offering, we adopted a director compensation policy, which governs compensation paid to our existing non-employee directors as follows: ● A fixed board membership annual equity retainer; and ● Each independent board member that serves as either the chairperson or a member of one of our board committees is expected to receive an additional amount in connection with such committee participation or chair position. Employee Share Plans Nu Holdings Ltd. 2020 Omnibus Incentive Plan Our board of directors, at a meeting held on January 30, 2020, approved the Nu Holdings Ltd. Omnibus Incentive Plan, as most recently amended on April 10, 2025, which establishes the general rules and conditions for granting options and RSUs. Purpose. The Omnibus Incentive Plan aims to increase our capacity to attract and retain employees, consultants and management, and to motivate such individuals to serve us and to expend maximum effort to improve our commercial results and earnings by providing these individuals with an opportunity to acquire and increase their equity interest in us. Eligibility. Any of our or any of our affiliates’ employees, officers, non-employee directors or consultants is eligible to receive awards under the Omnibus Incentive Plan. Administration. Without limitation, our board of directors will have full and final authority, subject to the other terms and conditions of the Omnibus Incentive Plan, to (1) designate participants, (2) determine the type or types of awards to be made to a participant, (3) determine the number of shares to be subject to an award, (4) establish the terms and conditions of each award (including the option price, the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting, exercise, transfer or forfeiture of an award, (5) prescribe the form of each award agreement and (6) amend, modify or supplement the terms and conditions of any outstanding award, including the authority to effectuate the purposes of the Omnibus Incentive Plan, to modify awards to foreign nationals or individuals who are employed outside of Brazil or the United States or to recognize differences in local law, tax policy or custom. Our board of directors delegated to our chief executive officer all of their authority under the Omnibus Incentive Plan, including, without limitation, their authority to make awards under such a plan. Form 20-F | 2025 196 Authorized Shares. The total number of shares authorized for issuance under our equity incentive plans (including the Omnibus Incentive Plan and the SOP, as defined below) is 933,760,320. As of December 31, 2025, 74,907,610 were available for issuance, and there were 21,819,196 options and 53,088,414 RSUs granted and outstanding, vested and unvested, under the Omnibus Incentive Plan and the SOP. It is intended that the maximum number of Class A ordinary shares available for issuance pursuant to equity incentive awards granted under the Omnibus Incentive Plan and the SOP, together, will not exceed 5% of our outstanding ordinary shares, on a fully diluted basis at any given time. Our board of directors may adjust the number of Class A ordinary shares available for issuance under the Omnibus Incentive Plan and the SOP from time to time at its discretion. Awards. The Omnibus Incentive Plan provides for the grant of options and RSUs. Options: ● Price. The exercise price of each option is set by the board of directors (or our chief executive officer as applicable) and stated in each award agreement. The exercise price of each option for U.S. taxpayers (except with respect to substitute awards) will be at least the fair market value of the shares on the grant date. For non-U.S. taxpayers the exercise price will be determined by our board in its sole discretion. In no event will the exercise price of an option be less than the par value of a share. ● Term. The options expire after a maximum period of ten (10) years from the grant date, or on the date established in the respective award agreement. ● Vesting. Each option will become exercisable as the board of directors (or our chief executive officer as applicable) determines and as set forth in the applicable award agreement. ● Exercise Method. The options are exercised by their holders through delivery of an exercise notice to us establishing the number of options with respect to which the option is being exercised, accompanied by full payment of the option price. ● Rights of Holders of the Options. Except as otherwise stated in an award agreement, option holders will not have any shareholder rights (e.g., the right to receive cash payments, dividends or distributions attributable to the shares underlying the option or voting rights to shares underlying the option) until the options have been exercised and the respective shares delivered. RSUs: ● Restrictions. At the time of grant, our board of directors (or our chief executive officer as applicable) may establish a period of restriction or any other additional restrictions, including the satisfaction of performance goals applicable to RSUs. RSUs cannot and may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the restricted period or before the satisfaction of any other applicable restrictions. Form 20-F | 2025 197 ● Settlement of RSUs. The RSUs may be settled in cash or shares, as determined and specified in the award agreement. ● Voting Rights and Dividends. Unless otherwise specified in the award agreement, the holders of RSUs do not have rights as shareholders, including any voting rights or rights to dividends or dividend equivalents, until the RSUs have been settled and the respective shares delivered. ● Creditor’s Rights. Holders of RSUs will have no other rights beyond those of a general creditor of ours or our affiliates. ● Delivery of Shares. Shares will be delivered to holders of RSUs after the end of the restricted period and after any other terms and conditions set forth in the award agreement have been satisfied. Termination of Service. In the event of a termination of service, any RSUs that are not vested are automatically canceled, without payment of consideration and any unvested options will be automatically forfeited. Change in Control. In the event of a change in control, the awards shall be treated in accordance with the transaction agreement and, if not specified, the board of directors has the discretion to continue, assume, substitute, cancel, suspend exercise (in order to allow the transaction to close) or accelerate, in whole or in part, the awards. Term. The Omnibus Incentive Plan shall be in full force and effect for a period of ten (10) years and shall automatically terminate thereafter. Adjustments. If (1) the number of outstanding shares is increased or decreased or the shares are changed into or exchanged for a different number or kind of our shares or other securities on account of any recapitalization, reclassification, share split, reverse split, combination of shares, exchange of shares, share dividend or other distribution payable in Class A ordinary shares or other increase or decrease in such shares effected without receipt of consideration by us or (2) there occurs any spin-off, split-up, extraordinary cash dividend or other distribution of assets by us, (i) the number and kinds of shares for which grants of awards may be made, (ii) the number and kinds of shares for which outstanding awards may be exercised or settled and (iii) the performance goals relating to outstanding awards will be equitably adjusted by us; provided that any such adjustment will comply with Section 409A of the Internal Revenue Code. In addition, in the event of any such increase or decrease in the number of outstanding shares or other transaction described in clause (2) above, the number and kind of shares for which awards are outstanding and the option price per share of outstanding options will be equitably adjusted. Company Rights. Shares acquired through the exercise of options are subject to a right of first refusal for our benefit, repurchase rights for our benefit, a tag-along right and a drag-along right. However, these rights will cease immediately before the initial public offering of the Company. Amendment; Termination. The board of directors may, at any time and from time to time, amend, suspend or terminate the Omnibus Incentive Plan as to any awards that have not been made. An amendment to the Omnibus Incentive Plan will be contingent on shareholder approval to the extent stated by the board of directors, required by applicable law or required by applicable securities exchange listing requirements. No amendment, suspension or termination of the Omnibus Incentive Plan may materially impair the rights or obligations of a participant without the participant’s consent. The repricing of awards is expressly prohibited without shareholder approval. Form 20-F | 2025 198 Nu Holdings Ltd. Share Option Plan, or “SOP” Our SOP was originally adopted by our board of directors and shareholders in October 2016 and was most recently amended on August 30, 2021. Purpose. The purpose of the SOP is to encourage our key executives, professionals and other persons or legal entities performing bona fide services for us or any of our direct or indirect subsidiaries to invest in us, to promote their commitment to our results and the expansion of its business in the long term, by providing such individuals with the opportunity to acquire our shares. Administration. The SOP is administered by our board of directors, provided that our chief executive officer has authority to manage grants constituting one percent (1%) or less of our then outstanding share capital. Our board of directors (or our chief executive officer, as applicable) will have full authority to take all necessary and adequate measures for the administration of the SOP. Authorized Shares. There are 933,760,320 shares authorized for issuance under our equity incentive plans (including the Omnibus Incentive Plan and the SOP). While there are awards outstanding under the SOP, we do not intend to make future awards under the SOP. Any outstanding awards under the SOP that expire or are canceled shall again be available for issuance under the Omnibus Incentive Plan. Eligibility. Our key executives, professionals and other persons or legal entities performing bona fide services for us or any of our direct or indirect subsidiaries are eligible to receive awards under the SOP. Awards. The SOP provides for the grant of options. Options. Options allow the participant to subscribe for a certain number of our shares. Unless otherwise set forth in an award agreement, the options will have a vesting period of five (5) years with (i) 20% of the award vesting after the first anniversary of the grant date and (ii) the remaining 80% vesting in equal monthly installments over forty-eight (48) months. Options may be exercised within ten (10) years after grant. The price per share shall be the price determined by the board of directors. Lock-Up. In connection with any underwritten public offering of our shares, a participant may not directly or indirectly, sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any awards for a maximum of 180 days following the offering without consent of the underwriter. This restriction shall terminate two years after our initial public offering. Change in Control. In the event of a change in control, the awards shall be treated in accordance with the transaction agreement and, if not specified, the board of directors has the discretion to continue, assume, substitute, cancel, suspend exercise (in order to allow the transaction to close) or accelerate, in whole or in part, the awards. Termination of Employment. If the participant is terminated, such participant has 180 days to exercise his or her options. If the participant is terminated due to death or disability, he or she has six (6) months and twelve (12) months to exercise the participant’s options, respectively. Amendment. Any amendment to the SOP is subject to the approval of our board of directors, who may amend the SOP Plan at any time and for any reason. Term. The SOP shall be in force and effect for a period of twenty (20) years. Company Rights. The options were subject to a right of first refusal for our benefit, a tag-along right and a drag-along right. However, these rights ceased immediately before our initial public offering. Form 20-F | 2025 199 C. Board Practices Committees of the Board of Directors Our board of directors has established an Audit and Risk Committee and a Compensation and People Committee. The composition and responsibilities of each of the committees of our board of directors is described below. Members will serve on these committees until their resignation or until as otherwise determined by our board of directors. Audit and Risk Committee Our Audit and Risk Committee consists of Rogério Paulo Calderón Peres, Anita Mary Sands and Thuan Quang Pham, with Rogério Paulo Calderón Peres serving as chairperson. Our board of directors has determined that Rogério Paulo Calderón Peres, Anita Mary Sands and Thuan Quang Pham meet the requirements for independence under the listing standards of the NYSE and SEC rules and regulations. Each member of our Audit and Risk committee also meets the financial literacy and sophistication requirements of the listing standards of the NYSE. In addition, our board of directors has determined that Rogério Paulo Calderón Peres is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act. The duties and responsibilities of our Audit and Risk Committee include: ● appointing and overseeing the work and compensation of big accounting firm (as defined by the Pre Approval Policies and Procedures established by the Audit and Risk Committee) engaged for the purposes of preparing or issuing an audit report or performing audit, review or attest services for us, including our independent registered public accounting firm; ● pre-approving the audit services and non-audit services to be provided by our independent registered public accounting firm; ● discussing the scope and results of the audit with our independent registered public accounting firm, and reviewing, with management and our independent registered public accounting firm, our interim and year-end results of operations; ● resolving any disagreements between management and our independent registered public accounting firm; ● evaluating the independence and performance of our independent registered public accounting firm; ● overseeing our internal audit function; ● reviewing and discussing with management and our independent registered public accounting firm our financial statements and public disclosures of our financial information; ● reviewing our disclosure controls and procedures and internal control over financial reporting; ● establishing procedures for complaints regarding accounting, internal controls or audit matters; ● advising our board of directors in reviewing the development and assessment of risk policies, risk management framework and internal controls systems to mitigate those risks applicable to the Company and its subsidiaries, and in determining the Company’s risk appetite and risk strategy; Form 20-F | 2025 200 ● advising our board of directors regarding the systematic review of the Company’s exposure to material risks of any kind; ● overseeing our cybersecurity risk management, and discussing with management our cybersecurity program; and ● reviewing related-party transactions. Our Audit and Risk Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the NYSE. Compensation and People Committee Our Compensation and People Committee consists of Jacqueline Dawn Reses, Douglas Mauro Leone, Luis Alberto Moreno Mejía and David Alexandre Marcus, with Jacqueline Dawn Reses serving as chairperson. The duties and responsibilities of our Compensation and People Committee include: ● approving or making recommendations to our board of directors regarding the compensation of our management team and key service providers; ● reviewing and approving the compensation of the members of our board of directors; ● reviewing our management succession planning; ● reviewing and evaluating our executive compensation and benefits policies; ● reviewing and approving grants of equity compensation awards to our management team ; ● reviewing and discussing with our management team and other members of management, outside counsel and compensation consultants our public disclosures regarding our compensation policies, programs and practices for the management team; ● reviewing our programs and practices related to human capital management metrics; ● reviewing our leadership development process for management team; and ● reviewing and assessing our workforce inclusion and diversity and the administration of compensation programs in a nondiscriminatory manner. Our Compensation and People Committee operates under a written charter which satisfies the applicable rules and regulations of the SEC and the listing standards of the NYSE, subject to certain exemptions under the rules thereof for foreign private issuers and controlled companies. Controlled Company Exception As of the date of this annual report, David Vélez Osorno beneficially owns 88.3% of our Class B ordinary shares, representing 74.3% of the voting power of our outstanding share capital. As a result, we are a “controlled company” within the meaning of the corporate governance standards of the NYSE corporate governance rules. Under these rules, a company of which more than 50% of the voting power in the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. Form 20-F | 2025 201 As a “controlled company,” we may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of our board of directors consist of independent directors; and (2) that our board of directors have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. For so long as we qualify as a controlled company, we may take advantage of these exemptions. Accordingly, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of these corporate governance requirements. In the event that we cease to be a “controlled company” and our ordinary shares continue to be listed on the NYSE, we will be required to comply with the corporate governance standards within the applicable transition periods. D. Employees As of December 31, 2025, 2024 and 2023, we had 10,027, 8,716, and 7,686 employees, respectively. As of December 31, 2025 all of our employees were based in our offices in Brazil, Mexico, Colombia, Uruguay and the United States. The table below breaks down our full-time personnel by function as of December 31, 2025: Function Number of employees % of Total Technology 4,236 42.2% Sales and Marketing 1,011 10.1% Customer Support 3,365 33.6% General and Administrative 1,415 14.1% Total 10,027 100% Our employees in Brazil are affiliated with the unions of independent sales agents and of consulting, information, research and accounting firms for the geographic area in which they render services. We believe we have a constructive relationship with these unions, as we have never experienced strikes, work stoppages or disputes leading to any form of downtime. E. Share Ownership The shares and any outstanding shares beneficially owned by our directors and officers and/or entities affiliated with these individuals are disclosed in “Item 7. Major Shareholders and Related-Party Transactions—A. Major Shareholders.” F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation We have adopted a compensation clawback policy on October 2, 2023. Please see Exhibit 97.1 to this annual report on Form 20-F. We have not been required to prepare an accounting restatement at any time during or after our last completed fiscal year and no recovery of awarded compensation is required pursuant to our compensation clawback policy. Form 20-F | 2025 202