Nu Holdings CEO reports tax-withholding share disposition

Nu Holdings Ltd. Chairman and CEO David Vélez Osorno reported routine share-related updates.

Rhea-AI Filing Summary

Nu Holdings Ltd. Chairman and CEO David Vélez Osorno reported routine share-related updates. A total of 45,690 Class A ordinary shares were disposed of at $14.44 per share as a tax-withholding disposition, tied to equity compensation rather than an open-market sale. Following this, he directly holds 6,205,071 Class A Shares. He also has an indirect interest in 698,914 Class A Shares held by Rua California Ltd., while disclaiming beneficial ownership beyond his pecuniary interest. The filing notes that the direct figure includes 3,480,811 unvested RSUs, each representing a contingent right to receive one Class A Share, which remain subject to continued service-based vesting.

Insights

Equity compensation and insider-transactions analyst

Filing shows a routine tax-withholding share disposition tied to equity awards.

The Form 4 indicates that David Vélez Osorno, Chairman and CEO of Nu Holdings Ltd., had 45,690 Class A Shares withheld at $14.44 per share to satisfy tax obligations on equity compensation. Code F transactions are mechanical and not open-market sales.

After this event, he directly owns 6,205,071 Class A Shares and has an indirect interest in 698,914 Class A Shares held by Rua California Ltd., with a disclaimer of beneficial ownership beyond his pecuniary interest. The position also includes 3,480,811 unvested RSUs that vest only if service conditions are met, so the overall filing appears routine and not thesis-changing.

Insider Trade Summary

Exercise Price or Tax Liability: 45,690 shares

Exercise Price or Tax Liability 2 txns

Insider Velez Osorno David

Role Chairman and CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A ordinary shares ("Class A Shares")	45,690	$14.44	$660K
holding	Class A Shares	--	--	--

Holdings After Transaction: Class A ordinary shares ("Class A Shares") — 6,205,071 shares (Direct); Class A Shares — 698,914 shares (Indirect, By Rua California Ltd.)

Footnotes (2)

1. F1. Figure includes 3,480,811 Class A Ordinary Shares underlying unvested Restricted Share Units (RSUs) associated with prior grant(s). Each RSU represents a contingent right to receive one Class A Ordinary share. These RSUs are subject to the Reporting Person's continued service through the vesting date.
2. F2. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Key Figures

Tax-withholding shares: 45,690 shares Tax-withholding price: $14.44/share Direct holdings after transaction: 6,205,071 shares +3 more

6 metrics

Tax-withholding shares 45,690 shares Class A Shares delivered for tax liability at $14.44 per share

Tax-withholding price $14.44/share Price used for 45,690 Class A Shares in code F transaction

Direct holdings after transaction 6,205,071 shares Class A Shares directly owned by David Vélez Osorno after disposition

Indirect holdings via Rua California Ltd. 698,914 shares Class A Shares held by Rua California Ltd., attributed as indirect interest

Unvested RSUs 3,480,811 RSUs Class A Shares underlying unvested RSUs tied to prior grants

Tax-withholding share count (summary) 45,690 shares TaxWithholdingShares in transaction summary for code F

Key Terms

Restricted Share Units (RSUs), tax-withholding disposition, beneficial ownership, Class A Shares

4 terms

Restricted Share Units (RSUs) financial

"Figure includes 3,480,811 Class A Ordinary Shares underlying unvested Restricted Share Units (RSUs) associated with prior grant(s)."

Restricted share units (RSUs) are a form of employee pay where a company promises to give shares (or their cash value) to workers after certain conditions, usually time or performance, are met. For investors, RSUs matter because they can increase the number of shares outstanding and signal how management is being paid and incentivized—think of them as delayed bonuses that convert into ownership when vesting conditions are satisfied.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for 45,690 Class A Shares at $14.44."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

beneficial ownership financial

"The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Class A Shares financial

"security_title: "Class A Shares" and Class A ordinary shares ("Class A Shares")."

Class A shares are one of a company’s distinct types of stock that come with a specific set of rights—commonly different voting power, dividend treatment, or transfer rules—defined in the company’s charter. Investors care because those rights affect control, income and resale value; like holding a seat at a table that has different rules or stronger chips than other seats, owning Class A changes how much influence and return you can expect.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Nu Holdings (NU) report for David Vélez Osorno?

Nu Holdings reported a tax-withholding disposition by Chairman and CEO David Vélez Osorno. A total of 45,690 Class A Shares were delivered at $14.44 per share to cover tax obligations associated with equity compensation, rather than sold in the open market.

How many Nu Holdings (NU) shares does David Vélez Osorno hold after this Form 4?

After the reported transactions, David Vélez Osorno directly holds 6,205,071 Class A Shares. He also has an indirect interest in 698,914 Class A Shares held by Rua California Ltd., while disclaiming beneficial ownership beyond his pecuniary interest in those indirectly held securities.

What does the tax-withholding code F mean in the Nu Holdings (NU) Form 4?

Code F in the Form 4 reflects payment of exercise price or tax liability by delivering shares. For Nu Holdings, 45,690 Class A Shares were used this way, meaning the shares covered tax obligations tied to equity awards rather than representing a discretionary market sale.

How many unvested RSUs does David Vélez Osorno have at Nu Holdings (NU)?

The filing states that 3,480,811 Class A Shares are underlying unvested RSUs associated with prior grants. Each RSU represents a contingent right to receive one Class A Share, which is dependent on David Vélez Osorno’s continued service through the applicable vesting dates.

What is Rua California Ltd.’s role in David Vélez Osorno’s Nu Holdings (NU) ownership?

Rua California Ltd. holds 698,914 Class A Shares reported as indirectly owned by David Vélez Osorno. The filing notes he disclaims beneficial ownership of these securities except to the extent of his pecuniary interest, indicating they are held through this related entity rather than personally.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/27/2026 - 04:10 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Velez Osorno David

(Last) (First) (Middle)

RUA CAPOTE VALENTE, 39, PINHEIROS

(Street)

SAO PAULO 05409001

(City) (State) (Zip)

BRAZIL

(Country)

2. Issuer Name and Ticker or Trading Symbol
Nu Holdings Ltd. [ NU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/23/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A ordinary shares ("Class A Shares")	04/23/2026		F		45,690	D	$14.44	6,205,071(1)	D
Class A Shares								698,914	I	By Rua California Ltd.(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Figure includes 3,480,811 Class A Ordinary Shares underlying unvested Restricted Share Units (RSUs) associated with prior grant(s). Each RSU represents a contingent right to receive one Class A Ordinary share. These RSUs are subject to the Reporting Person's continued service through the vesting date.

2. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

	/s/ Beatriz Outeiro, attorney-in-fact for David Velez Osorno	04/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)