Nu Holdings (NYSE: NU) authorizes US$1B Class A share buyback

Rhea-AI Filing Summary

Nu Holdings Ltd. announced that its board has approved a share repurchase program authorizing the company and its affiliates to buy back up to US$1.0 billion of its outstanding Class A ordinary shares. Purchases may occur in open-market trades, derivative transactions, or privately negotiated deals during a 12‑month period from June 4, 2026 to June 3, 2027, in compliance with SEC Rules 10b-18 and/or 10b5-1.

The timing, amount and pricing of repurchases will depend on market conditions, price and other business considerations. The board may adjust, extend, suspend or terminate the program at any time, and Nu is not obligated to repurchase a specific number of shares. The company expects to fund the buybacks from cash generated by retained and future earnings, with repurchased shares held in treasury or later canceled under applicable law.

Positive

• US$1.0 billion repurchase authorization gives Nu flexibility to return capital to shareholders over a defined 12‑month period using cash from retained and future earnings.

Negative

• None.

Insights

Equity capital allocation analyst

Nu authorizes a sizeable US$1B share repurchase funded from internal cash.

Nu Holdings has approved a share repurchase program of up to US$1,000,000,000 in Class A ordinary shares over a 12‑month window starting June 4, 2026. Repurchases may be executed in the open market, through derivatives, or via privately negotiated transactions under Rules 10b-18 and 10b5-1.

This authorization gives Nu flexibility to return capital when management views conditions as favorable, using cash balances from retained and future earnings rather than specified external financing. The board retains discretion to adjust, extend, suspend or discontinue the plan, so actual buybacks could be lower than the headline capacity.

Investors can track future disclosures for executed repurchase volumes within the June 4, 2026 to June 3, 2027 period and any board decisions to modify or extend the program, which will show how actively Nu uses this authorization.

Key Figures

Repurchase authorization: US$1,000,000,000 Program start date: June 4, 2026 Program end date: June 3, 2027 +2 more

5 metrics

Repurchase authorization US$1,000,000,000 Maximum value of Class A shares to be repurchased

Program start date June 4, 2026 Beginning of 12-month repurchase period

Program end date June 3, 2027 Scheduled end of repurchase period unless extended

Share type Class A ordinary shares Securities eligible for repurchase

Funding source Cash from retained and future earnings Intended source of buyback funds

Key Terms

share repurchase program, Rule 10b-18, Rule 10b5-1, treasury, +1 more

5 terms

share repurchase program financial

"its board of directors has approved a share repurchase program under which Nu"

A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.

Rule 10b-18 regulatory

"in compliance with Rule 10b-18 and/or Rule 10b5-1, promulgated by the Securities"

Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.

Rule 10b5-1 regulatory

"in compliance with Rule 10b-18 and/or Rule 10b5-1, promulgated by the Securities"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

treasury financial

"Nu anticipates that shares acquired through this program will be retained in treasury"

The treasury is the department or area within a government or organization responsible for managing its money, finances, and financial strategies. It handles tasks like collecting revenue, paying bills, and planning for future financial needs, much like a household manages its budget. For investors, understanding the treasury is important because it influences interest rates, government spending, and overall economic stability.

open market financial

"may repurchase up to US$1,000,000,000.00 of its outstanding Class A ordinary shares in the open market"

An open market is a system where buying and selling of goods, services, or financial assets happen freely without restrictions or special controls. For investors, it means they can trade assets easily and quickly, which helps determine fair prices based on supply and demand. This environment encourages transparency and competition, making it easier to buy or sell with confidence.

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Form 6-K: How Foreign Companies Report to the SEC →

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

For the month of June, 2026

Commission File Number 001-41129

Nu Holdings Ltd.

(Exact name of registrant as specified in its charter)

Nu Holdings Ltd.

(Translation of Registrant's name into English)

Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, KY1-9010 Grand Cayman, Cayman Islands

+1 345 949 2648

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F (X) Form 40-F

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes No (X)

 

Nu Holdings Announces US$1.0 Billion Share Repurchase Program

São Paulo, June 4, 2026 – Announced today that its board of directors has approved a share repurchase program under which Nu, or any of its affiliates, as determined by management, may repurchase up to US$1,000,000,000.00 of its outstanding Class A ordinary shares in the open market, based on prevailing market prices, or in privately negotiated transactions, over a 12-month period beginning on June 4, 2026 and ending on June 3, 2027 (the “Repurchase Period”), unless earlier terminated, suspended or completed.

Under the share repurchase program, repurchases may be made from time-to-time in the open market, in derivative transactions and pursuant to negotiated purchases in compliance with Rule 10b-18 and/or Rule 10b5-1, promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. The actual timing, number and value of shares repurchased under the repurchase program will depend on several factors, including constraints specified in the Rule 10b-18, price, general business and market conditions, and alternative investment opportunities.

Nu’s board of directors will review the repurchase program periodically during the Repurchase Period and may authorize adjustments to its terms and size or suspend or discontinue the repurchase program, including authorizing any extension of the Repurchase Period beyond June 3, 2027. The repurchase program does not obligate Nu to acquire any specific number of shares in any period, and may be expanded, extended, modified or discontinued at any time.

Nu expects to utilize its cash balances derived from retained and future earnings to fund repurchases made under the repurchase program. Nu anticipates that shares acquired through this program will be retained in treasury or subsequently canceled, pursuant to governing legal requirements.

Investor Relations

Guilherme Souto

investors@nubank.com.br

Media Relations
Simone Iwasso

press@nubank.com.br

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Nu Holdings Ltd.
	By:	/s/ Guilherme Souto
		Guilherme Souto Investor Relations Officer

Date:  June 4, 2026

FAQ

What did Nu Holdings (NU) announce in this 6-K filing?

Nu Holdings announced board approval of a share repurchase program for up to US$1.0 billion of its Class A ordinary shares. The program allows repurchases in open-market, derivative, or privately negotiated transactions over a defined 12‑month period, subject to board discretion.

How large is Nu Holdings' new share repurchase program?

The program authorizes Nu Holdings to repurchase up to US$1,000,000,000 of its outstanding Class A ordinary shares. This amount is a maximum capacity, and actual repurchases will depend on market conditions, share price, business factors, and management decisions during the program period.

What is the duration of Nu Holdings (NU) share buyback program?

The authorized repurchase period runs from June 4, 2026 through June 3, 2027. Within this 12‑month window, Nu may repurchase shares from time to time, and the board can later extend, modify, suspend, or terminate the program as it deems appropriate.

How will Nu Holdings fund its US$1.0 billion share repurchases?

Nu expects to fund repurchases using its cash balances from retained and future earnings. The company does not reference external financing in this disclosure, indicating reliance on internally generated cash flows to execute any buybacks under the authorized program.

What happens to Nu Holdings shares repurchased under this program?

Nu anticipates that shares acquired under the program will be held in treasury or subsequently canceled. Any cancellation would occur in line with governing legal requirements, while treasury shares could later be used for corporate purposes such as employee equity plans or other needs.

Is Nu Holdings required to buy back the full US$1.0 billion in shares?

No. The program does not obligate Nu to repurchase any specific number or value of shares. The board may expand, extend, modify, suspend, or discontinue the program at any time, so actual buybacks could be less than the maximum authorized US$1.0 billion capacity.