Nu Holdings CEO David Velez Osorno Sells 45,690 Class A Shares in July Transaction

Executive Officer Share Disposition and Ownership Structure

The disclosure indicates that David Velez Osorno, who serves as both Chairman and Chief Executive Officer of Nu Holdings, executed a sale of 45,690 Class A ordinary shares on July 23, 2026. The transaction occurred at a price of $13.39 per share. Following completion of this transaction, Velez Osorno's direct beneficial ownership of Class A ordinary shares totaled approximately 6,159,381 shares, as detailed in the company's regulatory filing. This sale represents a relatively modest reduction in his overall shareholding given the substantial nature of his position at the company.

In addition to his direct holdings, Velez Osorno maintains indirect beneficial ownership through Rua California Ltd., a holding vehicle that owns 698,914 Class A shares. The filing notes that Velez Osorno disclaims beneficial ownership of these indirectly held securities except to the extent of his pecuniary interest in them. This structure is common among senior executives and founders who utilize corporate entities for ownership and tax planning purposes. The combination of direct and indirect holdings underscores Velez Osorno's substantial continuing financial stake in Nu Holdings' performance and direction.

Restricted Share Units and Future Vesting Obligations

A significant component of Velez Osorno's beneficial ownership comprises Class A ordinary shares underlying unvested Restricted Share Units, which the filing identifies as totaling 3,100,064 shares. Each RSU represents a contingent right to receive one Class A ordinary share, contingent upon the reporting person's continued service through specified vesting dates. These unvested RSUs constitute a material portion of Velez Osorno's total beneficial ownership position and reflect compensation structures designed to align executive interests with long-term company performance and continuity.

The nature of RSU awards means that Velez Osorno's full beneficial ownership position could expand materially as these units vest, assuming he remains employed by Nu Holdings through the applicable vesting schedules. The disclosure does not specify the vesting timeline for these RSUs or provide details regarding the grant dates or original grant sizes. Investors monitoring insider ownership patterns may observe that executives with substantial unvested equity grants often face incentives toward maintaining share positions rather than liquidating holdings during periods when the share price may be volatile.

Transaction Timing and Market Context

The sale of 45,690 shares occurred on July 23, 2026, with the ownership statement filed with the SEC four days later on July 27, 2026. This timing follows the standard regulatory procedures for insider trading disclosures, which require reporting persons to file amendments to their beneficial ownership statements within two business days of executing reportable transactions. The filing provides transparency to investors regarding executive transactions and allows market participants to monitor whether insiders are increasing or reducing their stakes in the company.

The disclosure does not indicate whether this transaction was executed pursuant to a Rule 10b5-1 trading plan, a mechanism that allows insiders to establish pre-planned trading arrangements that satisfy affirmative defense conditions for potential liability under securities laws. The absence of a checkbox indicating Rule 10b5-1 plan involvement suggests this was a non-plan transaction, though such absences do not necessarily prove the transaction occurred without a plan. The immediate share price impact was not clear from available public information at the time of the filing.

Beneficial Ownership Calculation and Regulatory Reporting

Beneficial ownership under Securities Exchange Act Section 16 includes shares directly owned, shares held in certain indirect forms, and contingent rights to acquire shares such as vested or vesting options and RSUs. The filing calculates Velez Osorno's total beneficial ownership position by combining his 6,159,381 directly owned Class A shares with the 698,914 indirectly held shares through Rua California Ltd. and the 3,100,064 shares underlying unvested RSUs, yielding a combined beneficial ownership position substantially exceeding 10 million Class A shares on a fully diluted basis when RSUs are included.

The regulatory framework requires officers, directors, and 10 percent shareholders to report changes in beneficial ownership, a category that encompasses Velez Osorno in all three capacities. These disclosures serve as a primary mechanism for public investors to monitor whether company insiders are increasing confidence in future prospects through share purchases or reducing positions through sales. The form permits reporting persons to distinguish between direct ownership and indirect ownership through entities, allowing market observers to understand the specific ownership vehicles involved.

Rua California Ltd. Indirect Holdings and Ownership Disclaimers

The disclosure reveals that Velez Osorno maintains indirect beneficial ownership of 698,914 Class A shares through Rua California Ltd., a holding entity. The filing includes a standard disclaimer of beneficial ownership regarding these indirectly held securities, with the notation that Velez Osorno disclaims such ownership except to the extent of his pecuniary interest therein. This language is typical in regulatory filings when reporting persons hold shares through corporate entities but do not exercise sole voting or dispositive power over those shares, or when corporate structure creates ambiguity regarding control and beneficial ownership.

The use of holding companies or other corporate entities for share ownership is a common practice among executives and founders, often motivated by estate planning, tax efficiency, or corporate governance considerations. The filing does not provide details regarding the ownership structure of Rua California Ltd., such as whether it is a wholly-owned subsidiary, a partnership, or another vehicle, nor does it specify the jurisdiction of incorporation or governing law. Investors seeking additional clarity regarding Velez Osorno's indirect holdings through this entity would need to consult additional disclosures or public records beyond this insider trading report.

Executive Leadership Position and Market Implications

David Velez Osorno's roles as Chairman and Chief Executive Officer place him at the center of Nu Holdings' strategic direction, operational management, and external representation. His decision-making regarding share sales or purchases may signal his outlook regarding the company's near-term and longer-term prospects, although insider trading reports should never be interpreted in isolation as definitive indicators of future performance. Investors often scrutinize transactions by senior executives for information about management confidence, particularly when sales and purchases occur in close temporal proximity.

The modest scale of this particular transaction—45,690 shares, representing roughly 0.7 percent of his direct holdings—may suggest routine portfolio management or diversification rather than a significant change in his confidence regarding the company. However, patterns across multiple transactions over time can provide more meaningful signals to investors analyzing insider behavior. The filing does not provide commentary from Velez Osorno or the company regarding the rationale for this transaction, leaving market participants to draw their own conclusions about its significance.

Filing Compliance and Regulatory Obligations

The Form 4 filing was executed on July 27, 2026, and signed by Beatriz Outeiro, identified as an attorney-in-fact for David Velez Osorno. The use of a power of attorney to execute the filing is a common practice that does not alter the legal obligation of the reporting person to ensure accuracy and completeness of the disclosure. The form includes standard regulatory language warning that intentional misstatements or omissions of facts constitute federal criminal violations under 18 U.S.C. Section 1001 and securities laws under 15 U.S.C. Section 78ff(a).

Nu Holdings' status as a publicly traded company on the New York Stock Exchange subjects the company and its insiders to comprehensive SEC disclosure obligations under Section 16 of the Securities Exchange Act of 1934. These requirements mandate that officers, directors, and significant shareholders report changes in beneficial ownership within specified timeframes, creating a continuous public record of insider transactions. The regulatory framework applies to Velez Osorno across multiple capacities—as an officer, director, and principal shareholder—requiring him to report transactions regardless of which capacity prompted the reporting obligation.

Strategic Considerations for Investors Monitoring Insider Activity

Investors analyzing insider transactions at Nu Holdings may benefit from monitoring cumulative patterns in share acquisitions and dispositions by Velez Osorno and other senior executives over extended periods. A single transaction of modest size, such as the 45,690-share sale, may reflect routine wealth management or diversification needs rather than signaling material changes in executive confidence. However, accelerating patterns of selling or unexpected purchase activity by a founder-CEO could warrant closer examination and may warrant consultation with financial advisors who can contextualize such transactions within broader market and company fundamentals.

The substantial size of Velez Osorno's unvested RSU holdings suggests that a material portion of his compensation remains contingent on continued employment and service to the company. This structure can create alignment between executive interests and shareholder interests, as unvested equity provides incentives for executives to maximize long-term shareholder value rather than pursue strategies that might maximize short-term personal gains at the expense of shareholder returns. The disclosure permits investors to assess whether executive compensation structures appropriately align leadership incentives with shareholder welfare.

Publicly Available Information and Additional Disclosure Sources

This Form 4 disclosure provides a snapshot of beneficial ownership and specific transaction details as of July 27, 2026, but represents only one data point among many sources of information available to investors evaluating Nu Holdings. Investors seeking comprehensive understanding of Velez Osorno's beneficial ownership and transaction history should review the company's definitive proxy statements, annual reports, and cumulative insider transaction databases maintained by the SEC's EDGAR system and commercial financial data providers. These sources can provide longitudinal perspective on insider trading patterns and can help investors distinguish between routine transactions and those suggesting material changes in executive positioning.

Nu Holdings' quarterly and annual regulatory filings contain executive compensation tables that provide comprehensive disclosure regarding the value, vesting schedules, and terms of RSU grants and other equity awards. The company's proxy statements present detailed beneficial ownership tables showing principal stockholders and management ownership as of specified record dates. Investors who wish to monitor Velez Osorno's ongoing transactions can establish alerts within SEC EDGAR for his subsequent Form 4 filings or utilize commercial financial databases that aggregate and analyze insider trading activity across the market.