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 November,
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)

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02 |
Independent Assurance
Report - Limited Assurance |
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04 |
Managerial P&L |
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05 |
Definition of Managerial P&L
Lines |
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06 |
Reconciliation Bridge
Q3’2026 |
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07 |
Methodology and
Presentation Note |
Independent Auditors' Report
Independent
Limited Assurance Report to Nu Holdings Ltd on the Process for Compiling and Presenting Supplementary Consolidated Financial Information
Included in the Managerial Profit and Loss (“P&L”)
Reconciliation Report
We were
engaged by Nu Holdings to report on the
Company’s process for compiling and presenting the supplementary consolidated financial information included in the Managerial P&L
Reconciliation Report and the accompanying Nu Holdings management’s statement thereon
as set out on page 04,
comprising the following:
| • | the
supplementary consolidated financial information included in the Managerial P&L for the three-month period ended 30 September
2026 and 30 September 2025; |
| • | the
definitions of the Managerial P&L lines; |
| • | the
Reconciliation Bridge from the IFRS consolidated statement of income to the Managerial P&L; and |
| • | the
Methodology and Presentation Note, which describes the underlying principles, reclassifications and tax equivalency adjustments applied
in compiling and presenting the supplementary consolidated financial information included in the Managerial P&L |
Our
engagement was to express in the form of an independent limited assurance conclusion that, based on our work performed and evidence obtained
over the Company’s process for compiling and presenting the supplementary consolidated financial information included in the Managerial
P&L Reconciliation Report, nothing has come to our attention that causes us to believe that Nu Holdings management’s statement
that the supplementary consolidated financial information included in the Managerial P&L Reconciliation Report for the three-month
ended 30 September 2026 and 30 September 2025 is properly prepared, in all material respects, based on the criteria described in the Company’s
specific internal policy and summarized in the sections “Definition of Managerial P&L Lines”, “Reconciliation Bridge”
and “Methodology and Presentation Note” of the Managerial P&L Reconciliation Report, is not fairly stated.
Nu Holdings’ Responsibilities
The
management of Nu Holdings is responsible for preparing the Managerial P&L Reconciliation Report in accordance with the managerial
criteria described in the Company’s
specific internal policy, and for the information contained therein. The management of Nu Holdings is also responsible for preparing the
accompanying statement at page
04.
This
responsibility includes designing, implementing and maintaining internal controls relevant to the preparation and presentation of the
supplementary consolidated financial information included in the Managerial P&L Reconciliation Report to ensure that such information
is free from material misstatement, whether due to fraud or error.
Our
Responsibilities
Our
responsibility is to examine Company’s process for compiling and presenting
the supplementary consolidated financial information included in the Managerial P&L Reconciliation Report and to
report thereon in the form of an independent
limited assurance conclusion based on the evidence obtained. We conducted
our engagement in accordance with the International Standard on Assurance
Engagements (ISAE) 3000 (Revised), Assurance Engagements Other Than Audits or Reviews of Historical
Financial Information issued by the International Auditing and Assurance
Standards Board. That standard requires that we plan and perform
our procedures to obtain a meaningful level
of assurance about whether the process for compiling
and presenting the supplementary consolidated financial information included in the Managerial P&L Reconciliation Report are in
accordance with the managerial
criteria described in the Company’s
specific internal policy, and
summarized in the sections “Definition of Managerial P&L Lines”, “Reconciliation Bridge” and “Methodology
and Presentation Note” of the Managerial P&L Reconciliation Report, in all material
respects, as the basis for our limited assurance conclusion.
The firm applies International
Standard on Quality Management 1, which requires the firm to design, implement and operate a system of quality management including policies
or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
We have complied with the independence and other ethical requirements of the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), which
is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional
behavior.
The procedures
selected depend on our understanding of the process for compiling and presenting the
supplementary consolidated financial information included in the Managerial P&L Reconciliation Report and other
engagement circumstances, and our consideration of areas
where material misstatements are likely to arise.
The
procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance
engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance
that would have been obtained had a reasonable assurance engagement been performed.
Conclusion
Our
conclusion has been formed on the basis
of, and is subject to, the matters outlined
in this report.
We believe
that the evidence we have obtained is sufficient
and appropriate to provide a basis for our conclusion.
Based
on the procedures performed and evidence obtained over the Company’s process for compiling
and presenting the supplementary consolidated financial information included in the Managerial P&L Reconciliation Report,
nothing has come to our attention that causes us to believe that Nu Holdings’s management statement that the supplementary consolidated
financial information included in the Managerial P&L Reconciliation Report for the three-month period ended 30 September 2026
and 30 September 2025 is properly prepared, in all material respects, based on the criteria described in the Company’s specific
internal policy and summarized in the sections “Definition of Managerial P&L Lines”, “Reconciliation Bridge”
and “Methodology and Presentation Note” of the Managerial P&L Reconciliation Report, is not
fairly stated.
São Paulo, November 12, 2026.
KPMG
Auditores Independentes Ltda.
CRC
2SP-014428/O-6
João
Paulo Dal Poz Alouche
Accountant
CRC 1SP245785/O-2
Managerial P&L
Managerial P&L | Q3’2026
(In Million of U.S. Dollars)
| |
|
Three-month period ended |
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|
09/30/2026 |
|
09/30/2025 |
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| Total Revenue |
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6,258.5 |
|
4,317.2 |
| Credit Income |
|
3,795.1 |
|
2,489.2 |
| Float Income |
|
1,550.4 |
|
1,225.3 |
| Fee Income |
|
913.0 |
|
602.8 |
| Total Direct Costs |
|
(3,661.0) |
|
(2,506.0) |
| Funding Cost |
|
(1,473.8) |
|
(1,237.2) |
| Cost of Credit |
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(1,788.7) |
|
(1,035.8) |
| Transaction Cost |
|
(151.4) |
|
(108.2) |
| Revenue-Based Taxes |
|
(247.2) |
|
(124.8) |
| Gross Profit |
|
2,597.6 |
|
1,811.2 |
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|
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|
| Operating Expenses |
|
(845.8) |
|
(577.2) |
| Customer Support and Operations |
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(223.3) |
|
(174.8) |
| G&A Expenses |
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(488.3) |
|
(339.3) |
| Marketing Expenses |
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(115.7) |
|
(56.8) |
| Other Operating Expenses |
|
(18.6) |
|
(6.2) |
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|
|
|
|
| Share of Results From Associates |
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(8.3) |
|
(1.2) |
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|
|
|
|
| EBT |
|
1,743.4 |
|
1,232.8 |
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|
|
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|
| Income Taxes |
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(651.9) |
|
(450.1) |
| Net Income |
|
1,091.6 |
|
782.7 |
Management statement regarding the Managerial
P&L information:
Management confirms that the supplementary
consolidated financial information included in the Managerial P&L Reconciliation Report has been prepared in accordance with the managerial
criteria established by the Company and documented in the Managerial P&L Preparation Memorandum. Management further states that, to
the best of its knowledge and belief, the information presented is complete, accurate, and free from material misstatement, whether due
to fraud or error.
Definition of Managerial P&L Lines
| Managerial P&L Lines |
|
Definition |
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| Total Revenue |
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| Credit Income |
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Gross interest income generated from the Interest Earning Portfolio, including credit card receivables and loans to customers. |
| Float Income |
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Income generated from the management of excess liquidity and other non-credit interest-earning assets, including treasury positions. |
| Fee Income |
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Non-interest income derived from transactional, service, and commission-based activities. |
| Total Direct Costs |
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| Funding Cost |
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Interest expense incurred on financial liabilities used to support the Company’s funding structure. |
| Cost of Credit |
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Expected credit loss expense recognized in the period, net of recoveries, including credit-related discount losses. |
| Transaction Cost |
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Costs incurred to process customer transactions and operate payment infrastructure, including card network fees, rewards expenses, and related transaction costs. |
| Revenue-Based Taxes |
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Taxes levied directly on revenues. |
| Operating Expenses |
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| Customer Support and Operations |
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Expenses incurred to service customers and operate products and platforms. |
| G&A Expenses |
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Corporate and administrative expenses required to support the organization. |
| Marketing Expenses |
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Personnel, branding, and advertising expenditures related to marketing activities. |
| Other Operating Expenses |
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Operating expenses not directly attributable to customer support, general and administrative, or marketing functions, primarily representing centralized corporate costs. |
| Associates and Income Tax |
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| Share of Results From Associates |
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Proportional share of net income from investees accounted for under the equity method, reflecting investments in which the Company has significant influence but not control. |
| Income Tax |
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Income tax expense recognized under IFRS, presented in the Managerial P&L framework after tax-equivalency adjustments. |
Reconciliation Bridge | Q3’2026
From Accounting to Managerial P&L Statement
| Q3’2026
(In Million of U.S. Dollars)
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|
Accounting P&L |
|
Reclassifications & Adjustments |
|
Managerial P&L |
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| Total Revenue |
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5,820.4 |
|
438.2 |
|
6,258.5 |
| Credit Income |
|
3,676.6 |
|
118.6 |
|
3,795.1 |
| Float Income |
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1,326.8 |
|
223.6 |
|
1,550.4 |
| Fee Income |
|
817.0 |
|
96.0 |
|
913.0 |
| Total Direct Costs |
|
(3,383.5) |
|
(277.5) |
|
(3,661.0) |
| Funding Cost |
|
(1,571.6) |
|
97.8 |
|
(1,473.8) |
| Cost of Credit |
|
(1,668.5) |
|
(120.2) |
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(1,788.7) |
| Transaction Cost |
|
(143.4) |
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(8.0) |
|
(151.4) |
| Revenue-Based Taxes |
|
– |
|
(247.2) |
|
(247.2) |
| Gross Profit |
|
2,436.9 |
|
160.7 |
|
2,597.6 |
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|
|
|
|
|
|
| Operating Expenses |
|
(1,078.3) |
|
232.5 |
|
(845.8) |
| Customer Support and Operations |
|
(223.3) |
|
– |
|
(223.3) |
| G&A Expenses |
|
(590.7) |
|
102.4 |
|
(488.3) |
| Marketing Expenses |
|
(126.1) |
|
10.4 |
|
(115.7) |
| Other Operating Expenses |
|
(138.2) |
|
119.6 |
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(18.6) |
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|
|
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|
| Share of Results From Associates |
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(8.3) |
|
– |
|
(8.3) |
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|
|
|
|
|
|
| EBT |
|
1,350.3 |
|
393.1 |
|
1,743.4 |
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|
|
|
|
|
|
| Income Taxes |
|
(258.7) |
|
(393.1) |
|
(651.9) |
| Net Income |
|
1,091.6 |
|
– |
|
1,091.6 |
Methodology and Presentation Note
This Managerial P&L
Reconciliation Report has been prepared in accordance with the managerial criteria established by the Company, with the objective of facilitating
the understanding of the underlying operations and economic drivers of the results of Nu Holdings.
IFRS consolidated financial
statements remain the sole basis for statutory reporting and constitute the source of truth for all accounting purposes, the managerial
P&L line items, which do not represent a full set of financial statements prepared in accordance with IFRS or any other GAAP (“Generally
Accepted Accounting Principles”), are derived exclusively from the Company’s IFRS unaudited interim condensed consolidated
financial statements and are constructed through a defined set of operational reclassifications and tax-equivalency adjustments. These
adjustments do not affect the Company’s reported net income, cash flows, equity, or regulatory capital metrics prepared in accordance
with IFRS.
Operational reclassifications
are applied to align income, costs, and expenses with the economic activities to which they relate, with the objective of improving comparability,
analytical consistency, and transparency of operating performance. These reclassifications represent presentation-only changes within
income statement line items.
As part of the managerial
P&L view, the Company applies a defined set of tax-equivalency adjustments designed to improve comparability of pre-tax performance
metrics for managerial analysis across components subject to specific statutory tax treatments. Conceptually, tax-equivalency adjustments
normalize statutory tax effects so that the underlying economic contribution of certain products, services, and activities can be compared
on a consistent pre-tax basis. These adjustments are net-income neutral and do not alter reported income tax expenses under IFRS or cash
taxes paid.
The methodologies, definitions,
and classification principles underlying the Managerial P&L are applied consistently across periods. Any future enhancements to the
framework or its presentation will be disclosed transparently and supported by appropriate reconciliation to IFRS results.
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.
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Nu Holdings Ltd. |
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By: |
/s/ Guilherme Souto |
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|
Guilherme Souto Investor
Relations Officer |
Date: November
11, 2026