NU Form 144 Notifies $435.6M Proposed Sale of 33M Shares via J.P. Morgan

Rhea-AI Filing Summary

Nu Holdings Ltd. filed a Form 144 reporting a proposed sale of 33,000,000 Class A ordinary shares through J.P. Morgan Securities LLC on the New York Stock Exchange with an aggregate market value of $435,600,000. The shares were obtained on December 8, 2021 in an exchange of Class B ordinary shares with the issuer and payment recorded as an exchange of assets. The filing lists 3,768,057,942 shares outstanding, indicating the proposed sale represents approximately 0.88% of outstanding shares. No securities were reported sold in the past three months and no additional remarks disclose material nonpublic information.

Insights

Securities Analyst

TL;DR: Proposed sale of 33M Class A shares equals roughly 0.9% of outstanding stock; likely neutral to market absent other context.

The filing documents a planned block sale valued at $435.6 million executed via a major broker. Because the shares were acquired in a prior exchange with the issuer and the volume is under 1% of total shares outstanding, the transaction is unlikely by itself to materially affect capitalization or signaling absent concurrent disclosures. Investors should note the trade method and broker, but the filing contains no information about the seller's identity, motivations, or any hedging or trading plan.

Corporate Governance Expert

TL;DR: This Form 144 provides routine regulatory notice of a proposed sale; governance implications appear limited based on available details.

The document affirms the seller represents no undisclosed material adverse information and indicates the shares originated from an exchange with the issuer in 2021. There is no indication of insider status, change in control, or coordinated selling. From a governance perspective, the filing is a standard compliance disclosure without additional facts that would suggest elevated governance risk.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Ordinary Shares	J.P. Morgan Securities LLC 390 Madison Avenue - 6th Floor New York NY 10017	33000000	435600000	3768057942	08/15/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Ordinary Shares	12/08/2021	Class A Ordinary Shares received in exchange of Class B Ordinary Shares. Class B Ordinary Shares were acquired on 12/08/2021	Issuer			33000000	12/08/2021	Exchange of Assets

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does Nu Holdings Ltd.'s Form 144 report about the proposed sale?

The filing reports a proposed sale of 33,000,000 Class A ordinary shares via J.P. Morgan Securities LLC with an aggregate market value of $435,600,000 on the NYSE.

When were the shares being sold originally acquired according to the filing?

The shares were acquired on December 8, 2021 in an exchange of Class B ordinary shares for Class A ordinary shares with the issuer.

How large is the proposed sale relative to Nu Holdings' outstanding shares?

The filing shows 3,768,057,942 shares outstanding, so the proposed sale of 33,000,000 shares is approximately 0.88% of outstanding shares.

Does the Form 144 disclose any securities sold by the seller in the past three months?

No. The filing states "Nothing to Report" for securities sold during the past three months by the person for whose account the securities will be sold.

Does the filing indicate any material nonpublic information or a 10b5-1 trading plan?

The filer represents by signature they do not possess undisclosed material adverse information; the filing does not specify adoption of a 10b5-1 trading plan or provide plan dates.