Mercadolibre Inc: Form 10-Q for the period ended Sep 30, 2025

Cautionary Statement Regarding Forward-Looking Statements

Any statements made or implied in this report that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements within the meaning of Section 27 A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and should be evaluated as such. The words “anticipate,” “believe,” “expect,” “intend,” “plan,” “estimate,” “target,” “project,” “should,” “may,” “could,” “will” and similar words and expressions are intended to identify forward-looking statements. These forward-looking statements are contained throughout this report. Our forward looking statements, and the risks and uncertainties related to them, include, but are not limited to, statements regarding MercadoLibre, Inc.'s expectations, objectives and progress against strategic priorities; initiatives and strategies related to our products and services; our inability to successfully deliver new products and services; business and market outlook, opportunities, strategies and trends; impacts of foreign exchange; the potential impact of the uncertain macroeconomic and geopolitical environment on our financial results; customer preferences and demand and market expansion; our planned product and services releases and capabilities; industry growth rates; inflation; future stock repurchases; our expected tax rate and tax strategies; and the likelihood, impact and result of pending legal, administrative and tax proceedings or government investigations. Such forward-looking statements are subject to known and unknown risks, uncertainties and other important factors (in addition to those discussed elsewhere in this report) that may cause our actual results to differ materially from those expressed or implied by these forward-looking statements. Some of the material risks and uncertainties that could cause actual results to differ materially from our expectations and projections are described in “Item 1A—Risk Factors” in Part I of the Company’s 2024 10-K filed with the Securities and Exchange Commission (“SEC”) on February 21, 2025. You should read that information in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this report, our unaudited interim condensed consolidated financial statements and related notes in Item 1 of Part I of this report and our audited consolidated financial statements and related notes in Item 8 of Part II of the Company’s 2024 10-K, as well as the factors discussed in the other reports and documents we file from time to time with the SEC.

We note such information for investors as permitted by the Private Securities Litigation Reform Act of 1995. There also may be other factors that we cannot anticipate or that are not described in this report, generally because they are unknown to us or we do not perceive them to be material that could cause results to differ materially from our expectations. Forward-looking statements speak only as of the date they are made, and we do not undertake to update these forward-looking statements except as may be required by law. You are advised, however, to review any further disclosures we make on related subjects in our periodic filings with the SEC.

Many of these risks are beyond our ability to control or predict. New risk factors emerge from time to time and it is not possible for Management to predict all such risk factors, nor can it assess the impact of all such risk factors on our Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

These statements are based on currently available information and our current assumptions, expectations and projections about future events. While we believe that our assumptions, expectations and projections are reasonable in view of the currently available information, you are cautioned not to place undue reliance on our forward-looking statements. These statements are not guarantees of future performance.

The discussion and analysis of our financial condition and results of operations has been organized to present the following:

• a brief overview of our Company;
• a review of our critical accounting policies and estimates;
• a discussion of our principal trends and results of operations for the nine and three-month periods ended September 30, 2025 and 2024;
• a discussion of the principal factors that influence our results of operations, financial condition and liquidity;
• a discussion of our liquidity and capital resources and a discussion of our capital expenditures;
• a description of our key performance indicators; and
• a description of our non-GAAP financial measures.

Certain monetary amounts included elsewhere in this document have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them.

Other Information

MercadoLibre, Inc. (together with its subsidiaries “us,” “we,” “our” or the “Company”) routinely post important information for investors on our Investor Relations website, investor.mercadolibre.com. We use this website as a means of disclosing material, non-public information and for complying with our disclosure obligations under SEC Regulation FD (Fair Disclosure). Accordingly, investors should monitor our Investor Relations website, in addition to following our press releases, SEC filings, public conference calls and webcasts. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this report.

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Business Overview

We are the leading online commerce and fintech ecosystem in Latin America. Our e-commerce platform is the leader in the region based on gross merchandise volume (“GMV”), and our fintech platform is the leader in monthly active users (“MAUs”) among fintech companies in Mexico, Argentina and Chile, and the second largest in Brazil. Mercado Libre's e-commerce platform is present in 18 countries (Argentina, Brazil, Mexico, Chile, Colombia, Peru, Uruguay, Venezuela (deconsolidated since December 1, 2017), Bolivia, Costa Rica, Dominican Republic, Ecuador, Guatemala, Honduras, Nicaragua, Panama, Paraguay and El Salvador) and our fintech platform, Mercado Pago, is present in eight countries (Argentina, Brazil, Mexico, Chile, Colombia, Peru, Uruguay and Ecuador). Our ecosystem provides consumers and merchants with a complete portfolio of services to enable buying and selling online and the processing of payments online and offline, as well as offering a wide array of simple day-to-day financial services.

We offer our users an ecosystem of integrated e-commerce and digital financial services, which includes: the Mercado Libre Marketplace, the Mercado Pago fintech platform, the Mercado Envios logistics service, the Mercado Ads solution and the Mercado Libre Classifieds service.

Our e-commerce platform provides buyers and sellers with a robust and safe environment that fosters the development of a large e-commerce community in Latin America, a region with a population of over 650 million people where penetration of e-commerce over total retail significantly lags benchmarks such as the United States of America (“U.S.”), the United Kingdom (“U.K.”) and China. We believe that we offer world-class technological and commercial solutions that address the distinctive cultural and geographic challenges of operating a digital commerce platform in Latin America.

The Mercado Libre Marketplace is a user-friendly online commerce platform that can be accessed through our mobile app or website. Third-party sellers (“3P”) account for most of the GMV transacted on the Marketplace. We complement this by selling directly to consumers on a first-party basis (“1P”) in selected categories where we can enhance price competitiveness and assortment; this accounts for less than 10% of GMV. The Marketplace has an extensive assortment of products, with a wide range of categories including consumer electronics, apparel and beauty, home goods, automotive accessories, toys, books and entertainment and consumer packaged goods. We also have a selection of international products available, primarily from sellers in China and the U.S., through our cross-border trade (“CBT”) operations. Our users can also list vehicles, properties and services they are looking to sell via Mercado Libre Classifieds. These listings differ from our Marketplace listings because we charge placing fees only, not final value fees.

Mercado Envios is a logistics solution that is one of the value-added services that we offer to our sellers and buyers on our platform. The logistics services we offer are an integral and crucial part of our value proposition as they reduce friction between buyers and sellers, allow us to have greater control over the full user experience and enable faster deliveries at a more competitive cost than would otherwise be available with third-party carriers. Sellers that use Mercado Envios are eligible to access shipping subsidies that enable free or discounted shipping for consumers that buy sellers’ goods on our Marketplace. Our logistics network is built around fulfillment centers (which account for more than half of shipments), where sellers place their inventory in our warehouses, and cross-docking, where we collect items sold from sellers directly or via a network of thousands of partner stores (“MELI Places”) where sellers drop off sold items that need to be fed into our logistics network. MELI Places are also enabled for pick up of items purchased and processing of returns. Our transportation network includes dedicated aircraft, trucks and thousands of last-mile delivery vans, the vast majority of which are owned and operated by our third-party carriers.

Our advertising platform, Mercado Ads, is another value-added service that we offer to sellers on our platform and brands both on- and off-platform. The platform enables sellers and brands to access the millions of consumers who browse and purchase on our Marketplace, as well as the first-party data that all of these engagements generate. This enables advertisers to target highly granular audiences. The products we offer are Product Ads (sponsored listings), Brands Ads (product carrousels), Display Ads (banners) and Video Ads, the last two of which we are able to offer inventory off-platform as well as on our own Marketplace and fintech platform.

Mercado Shops is a service we offer to sellers to complement their business on our Marketplace. It is a digital storefront solution that allows sellers to set up, manage and promote their own digital stores, while using Mercado Libre’s logistics, advertising and payments services. In January 2025, we announced the migration of Mercado Shops to “Mi Página,” which offers similar functionalities but is fully embedded within our Marketplace (without an external storefront). Mercado Shops will be discontinued as of December 31, 2025.

Mercado Pago was initially designed to facilitate transactions on Mercado Libre’s Marketplace by providing a mechanism that allowed our users to securely, easily and promptly send and receive payments. This brought trust to the merchant-consumer relationship. In the countries in which Mercado Pago operates, it processes and settles all transactions on our Marketplace.

Beyond facilitating Marketplace transactions, over the years we have expanded our array of Mercado Pago services to third parties outside Mercado Libre’s Marketplace. We began first by satisfying the growing demand for online-based payment solutions by providing merchants the necessary digital payment infrastructure for e-commerce to flourish in Latin America.

Our lending solution is available in Argentina, Brazil, Mexico and Chile. We offer loans mostly to merchants and consumers that already form part of our user base, many of whom have historically been underserved or overlooked by financial institutions and therefore suffer from a lack of access to credit. Facilitating credit is a key service overlay that enables us to further strengthen the engagement and lock-in rate of our users, while also generating additional touchpoints and incentives to use Mercado Pago as an end-to-end financial solution. As part of the expansion of our lending solution, during August 2025 we launched the Mercado Pago credit card in Argentina.

Our asset management product, which is available in Argentina, Brazil, Mexico and Chile, is a critical pillar of our financial services offering that enables us to compete with large banks. This product offers remuneration on balances held in the Mercado Pago digital account that is greater than traditional checking and savings accounts. This enables our users to earn a return with funds remaining available for withdrawal or to make payments without their funds being tied up in a time deposit.

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As an extension of our asset management and savings solutions for users, we launched a digital assets feature as part of the Mercado Pago account in Brazil, Mexico and Chile, in 2021, 2022 and 2023, respectively. This service allows our millions of users to purchase, hold and sell selected digital assets through our interface without leaving the Mercado Pago application, while a partner acts as the custodian and offers the blockchain infrastructure platform. This feature is available for all users through their Mercado Pago account. In 2024 and 2025 we launched “Meli Dólar,” a stablecoin that is pegged to the US dollar, in Brazil, Mexico and Chile. Members of our loyalty program receive their cashback in Meli Dólar and all Mercado Pago users can buy, hold and sell the stablecoin without charging any fees.

Reporting Segments and Geographic Information

Our segment reporting is based on geography, which is the criterion our Management currently uses to evaluate our segment performance. Our geographic segments are Brazil, Mexico, Argentina and Other Countries (including Bermuda, Chile, China, Colombia, Costa Rica, Ecuador, Peru, Uruguay and the U.S.). Although we discuss long-term trends in our business, it is our policy not to provide earnings guidance in the traditional sense. We believe that uncertain conditions make the forecasting of near-term results difficult. Further, we seek to make decisions focused primarily on the long-term welfare of our Company and believe focusing on short-term earnings does not best serve the interests of our stockholders. We believe that execution of key strategic initiatives as well as our expectations for long-term growth in our markets will best create stockholder value. A long-term focus may make it more difficult for industry analysts and the market to evaluate the value of our Company, which could reduce the value of our common stock or permit competitors with short-term tactics to grow more rapidly than us. We, therefore, encourage potential investors to consider this strategy before making an investment in our common stock.

The following table sets forth the percentage of our consolidated net revenues and financial income by segment for the nine and three-month periods ended September 30, 2025 and 2024:

Net revenues and financial income for the nine and three-month periods ended September 30, 2025 as compared to the same periods in 2024 are described in “Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations—Principal trends in results of operations— Net revenues and financial income.

Critical Accounting Policies and Estimates

There have been no significant changes in our critical accounting policies, Management estimates or accounting policies since the year ended December 31, 2024 and disclosed in the Company’s 2024 10-K under the heading “Critical Accounting Policies and Estimates.”

Results of operations for the nine and three-month periods ended September 30, 2025 compared to the nine and three-month periods ended September 30, 2024

The selected financial data for the nine and three-month periods ended September 30, 2025 and 2024 discussed herein is derived from our unaudited interim condensed consolidated financial statements included in Item 1 of Part I of this report. The results of operations for the nine and three-month periods ended September 30, 2025, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2025 or for any other period.

Principal trends in results of operations

Net revenues and financial income

We disaggregate revenues into four geographical reporting segments. Within each of our segments, the services we provide and the products we sell generally fall into two distinct revenue streams: “Commerce” and “Fintech.”

Commerce revenues are mainly generated from:

• marketplace fees that include final value fees and flat fees. Final value fees represent a percentage of the sale value that is charged to the seller once an item is successfully sold and flat fees represent a fixed charge for certain transactions below a certain merchandise value;
• first party sales, which are generated when control of the good is transferred, upon delivery to our customers;
• shipping fees, which are generated when an item is delivered through our shipping service. When we act as an agent, revenues derived from the shipping services are recognized at the time the transaction is successfully concluded for third-party sales, and presented net of the transportation costs charged by third-party carriers. When we act as principal, revenues derived from shipping services are recognized upon delivery of the good to the customer, and presented on a gross basis. In addition, the Company generates storage fees, which are charged to the seller for the utilization of the Company’s fulfillment facilities;

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• ad sales fees due to advertising services provided to sellers, vendors, brands and others, through product searches (product ads and brand ads) and display formats (including video ads and display programmatic), which are recognized based on the number of clicks and impressions, respectively;
• classifieds fees due to offerings in vehicles, real estate and services, which are charged to sellers who opt to give their listings greater exposure throughout our websites; and
• fees from other ancillary businesses.

Fintech revenues and financial income are attributable to:

• commissions representing a percentage of the payment volume processed that are charged to sellers in connection with off-Marketplace platform transactions;
• commissions from additional fees we charge when a buyer elects to pay in installments through our Mercado Pago platform, for transactions that occur either on or off our Marketplace platform;
• interest, cash advances and fees from credit cards, merchant and consumer loans granted under our lending solution;
• revenues from our asset management product;
• interest earned on investments as part of Mercado Pago activities, including those required due to fintech regulations, net of interest gains passed through to our Brazilian users in connection with our asset management product;
• commissions that we charge from transactions carried out with Mercado Pago credit and debit cards;
• revenues from the sale of mobile points of sale products;
• revenues from insurtech fees;
• commissions from additional fees we charge when our sellers elect to withdraw cash; and
• fees from other ancillary services.

Although we also process payments on the Marketplace, we do not charge sellers an added commission for this service, as it is already included in the Marketplace final value fee that we charge.

We have a highly fragmented customer revenue base given the large numbers of sellers and buyers who use our platforms. For the nine and three-month periods ended September 30, 2025 and 2024, no single customer accounted for more than 5.0% of our net revenues and financial income.

Our net revenues and financial income are generated in multiple foreign currencies and then translated into U.S. dollars at the average monthly exchange rate. The functional currency for each country’s operations is the country’s local currency, except for Argentina, where the functional currency is the U.S. dollar due to Argentina’s status as a highly inflationary economy. Please refer to Note 2 – Summary of significant accounting policies to our unaudited interim condensed consolidated financial statements for further detail on foreign currency translation.

Our net revenues and financial income grew during the nine and three-month periods ended September 30, 2025 as compared to the same periods in 2024, boosted by the growth of credit originations from our lending solution, an increase in total payment volume and fees due to payment in installments in our Mercado Pago platform, and the growth in gross merchandise volume.

The following table summarizes our consolidated net revenues and financial income for the nine and three-month periods ended September 30, 2025 and 2024:

(In millions, except percentages)

(In millions, except percentages)

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The following table summarizes our consolidated net revenues and financial income by revenue stream and geographic segment for the nine and three-month periods ended September 30, 2025 and 2024:

(In millions, except percentages)

(In millions, except percentages)

See Note 8 – Segments of our unaudited interim condensed consolidated financial statements for further information regarding our net revenues and financial income disaggregated by similar products and services for the nine and three-month periods ended September 30, 2025 and 2024.

Our Commerce revenues grew $2,711 million and $1,035 million, or 31.5% and 33.0%, for the nine and three-month periods ended September 30, 2025, respectively, as compared to the same periods in 2024. This increase in Commerce revenues was primarily attributable to:

• an increase of $1,756 million and $657 million in our Commerce services revenues for the nine and three-month periods ended September 30, 2025, respectively, mainly related to (i) a 22% and 28% increase in gross merchandise volume, and (ii) higher flat fee contributions for low gross merchandise volume transactions. Shipping carrier costs netted against revenues decreased $88 million, from $794 million for the nine-month period ended September 30, 2024, to $706 million for the nine-month period ended September 30, 2025, mainly due to an increase in the share of shipping services where we act as principal, as opposed to agent during the first quarter of 2025. For the three-month period ended September 30, 2025 as compared to the same period in 2024, shipping carrier costs netted against revenues increased $49 million, from $213 million for the three-month period ended September 30, 2024, to $262 million for the three-month period ended September 30, 2025; and
• an increase of $955 million and $378 million in our revenues from Commerce product sales for the nine and three-month periods ended September 30, 2025, respectively, as compared to the same periods in 2024, mainly in Brazil, Mexico and Argentina.

Our Fintech revenues grew 44.2% and 48.9%, from $6,113 million and $2,173 million for the nine and three-month periods ended September 30, 2024, respectively, to $8,818 million and $3,235 million for the nine and three-month periods ended September 30, 2025, respectively. This increase was mainly generated by:

• an increase of $1,452 million and $625 million in our Credit revenues for the nine and three-month periods ended September 30, 2025, respectively, mainly as a consequence of higher originations; and
• an increase of $1,245 million and $434 million in our revenues from Financial services and income for the nine and three-month periods ended September 30, 2025, respectively, mainly related to our off-platform transactional fees and financing transactions, as a result of a 41% increase in our total payment volume for both periods.

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Brazil

Commerce revenues in Brazil increased 26.4% in the nine-month period ended September 30, 2025 as compared to the same period in 2024. This increase was generated by an increase of $700 million in our Commerce services revenues and an increase of $639 million in our revenues from Commerce product sales. Fintech revenues grew by 29.9%, a $955 million increase during the nine-month period ended September 30, 2025 as compared to the same period in 2024, mainly driven by an increase of $749 million in our Credit revenues and an increase of $204 million in our revenues from Financial services and income.

Commerce revenues in Brazil increased 33.6% in the three-month period ended September 30, 2025 as compared to the same period in 2024. This increase was driven by an increase of $337 million in our Commerce services revenues and an increase of $270 million in our revenues from Commerce product sales. Fintech revenues grew by 44.3%, a $489 million increase, during the three-month period ended September 30, 2025 as compared to the same period in 2024, mainly driven by an increase of $340 million in our Credit revenues and an increase of $149 million in our revenues from Financial services and income.

Net revenues growth during the nine-month period ended September 30, 2025, as compared to the same period in 2024, were offset by the average increase of Brazil’s exchange rate against U.S. dollar of 7.9%. During the three-month period ended September 30, 2025, as compared to the same period in 2024, there was an average decrease of Brazil’s exchange rate against U.S. dollar of 1.8%.

Mexico

Commerce revenues in Mexico increased 29.9% in the nine-month period ended September 30, 2025 as compared to the same period in 2024. This increase was driven by an increase of $470 million in our Commerce services revenues and an increase of $179 million in our revenues from Commerce product sales. Fintech revenues grew 36.0%, a $413 million increase, during the nine-month period ended September 30, 2025 as compared to the same period in 2024, mainly driven by an increase of $207 million in our Credit revenues and an increase of $201 million in our revenues from Financial services and income.

Commerce revenues in Mexico increased 38.4% in the three-month period ended September 30, 2025 as compared to the same period in 2024. This increase was generated by an increase of $217 million in our Commerce services revenues and an increase of $74 million in our revenues from Commerce product sales. Fintech revenues grew 55.6%, a $215 million increase, during the three-month period ended September 30, 2025 as compared to the same period in 2024, mainly driven by an increase of $117 million in our Credit revenues and an increase of $96 million in our revenues from Financial services and income.

Net revenues growth during the nine-month period ended September 30, 2025, as compared to the same period in 2024, were offset by the average increase of Mexico’s exchange rate against U.S. dollar of 10.0%. During the three-month period ended September 30, 2025, as compared to the same period in 2024, there was an average decrease of Mexico’s exchange rate against U.S. dollar of 1.8%.

Argentina

Commerce revenues in Argentina increased 62.2% in the nine-month period ended September 30, 2025 as compared to the same period in 2024. This increase was driven by an increase of $477 million in our Commerce services revenues and an increase of $94 million in our revenues from Commerce product sales. Fintech revenues increased 79.6%, a $1,268 million increase, during the nine-month period ended September 30, 2025 as compared to the same period in 2024, mainly driven by an increase of $773 million in our revenues from Financial services and income and an increase of $495 million in our Credit revenues.

Commerce revenues in Argentina increased 20.4% in the three-month period ended September 30, 2025 as compared to the same period in 2024. This increase was generated by an increase of $68 million in our Commerce services revenues and an increase of $16 million in our revenues from Commerce product sales. Fintech revenues increased 52.1%, a $324 million increase, during the three-month period ended September 30, 2025 as compared to the same period in 2024, mainly driven by an increase of $166 million in our Credit revenues and an increase of $158 million in our revenues from Financial services and income.

The following table sets forth our total net revenues and financial income and the sequential quarterly variation of these net revenues and financial income for the periods described below:

(In millions, except percentages)

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The following table sets forth the growth in net revenues and financial income in local currencies, for the nine and three-month periods ended September 30, 2025 as compared to the same periods in 2024:

(1) The local currency revenue growth was calculated by using the average monthly exchange rates for each month during 2024 and applying them to the corresponding months in 2025, so as to calculate what our financial results would have been if exchange rates had remained stable from one year to the next. See also “Non-GAAP Financial Measures” section below for details on FX neutral measures.

(2) For the nine-month period ended September 30, 2025, the average inter-annual inflation rate in our Argentine segment of 48.8% was higher than the average inter-annual increase of Argentina’s official exchange rate against U.S. dollar of 33.0%, while for the three-month period ended September 30, 2025, the average inter-annual inflation rate in our Argentine segment of 34.0%, was lower than the average inter-annual increase of Argentina’s official exchange rate against U.S. dollar of 41.4%.

Cost of net revenues and financial expenses

Cost of net revenues and financial expenses primarily includes shipping operation costs (including warehousing costs), carrier and other operating costs, cost of goods sold, collection fees, sales taxes, funding costs related to our fintech business, fraud prevention expenses, hosting and site operation fees, certain tax withholding related to export duties, compensation for customer support personnel and depreciation and amortization. The following table presents cost of net revenues and financial expenses for the periods indicated:

(In millions, except percentages)

(In millions, except percentages)

For the nine-month period ended September 30, 2025 as compared to the same period in 2024, the increase in cost of net revenues and financial expenses was primarily attributable to a: i) $1,204 million increase in shipping operating and carrier costs; ii) $734 million increase in cost of sales of goods mainly in Brazil, Mexico and Argentina; iii) $359 million increase in collection fees across all of our main segments, as a result of the higher total payment volume of Mercado Pago in those countries; iv) $355 million increase in other fintech costs mainly related to higher funding costs in connection with our lending business; v) $340 million increase in sales taxes; and vi) $141 million increase in hosting and site operation fees.

For the three-month period ended September 30, 2025 as compared to the same period in 2024, the increase in cost of net revenues and financial expenses was primarily attributable to a: i) $506 million increase in shipping operating and carrier costs; ii) $296 million increase in cost of sales of goods across all of our main segments; iii) $170 million increase in other fintech costs, mainly related to higher funding costs in connection with our lending business; iv) $149 million increase in collection fees across all of our main segments, as a result of the growth of total payment volume of Mercado Pago in those countries; v) $119 million increase in sales taxes; and vi) $61 million increase in hosting and site operation fees.

Our subsidiaries in Brazil, Argentina and Colombia are subject to certain taxes on revenues and financial income, which are classified as a cost of net revenues and financial expenses. These taxes represented 6.6% and 6.4% of net revenues and financial income for the nine and three-month periods ended September 30, 2025, and 6.7% for the same periods in 2024, respectively.

Gross profit margins

Our gross profit margin is defined as total net revenues and financial income minus total cost of net revenues and financial expenses, as a percentage of net revenues and financial income.

Our cost structure is directly affected by the level of operations of our services, and our strategic plan on gross profit is built on factors such as an ample liquidity to fund expenses and investments and a cost-effective capital structure.

For the nine and three-month periods ended September 30, 2025 and 2024, our gross profit margins were 45.1% and 43.3%, and 46.4% and 45.9%, respectively.

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For the nine-month period ended September 30, 2025, as compared to the same period in 2024, our gross profit margin decreased mainly due to the reduction of our free shipping threshold in Brazil, together with an increase in our cost of sales of goods, funding costs related to our fintech business and shipping carrier costs, as a percentage of net revenues and financial income, partially offset by a decrease of our shipping operating costs, collection fees and customer support expenses, as a percentage of net revenues and financial income.

For the three-month period ended September 30, 2025, as compared to the same period in 2024, our gross profit margin decreased mainly due to the reduction of our free shipping threshold in Brazil, together with an increase in our cost of sales of goods and funding costs related to our fintech business, as a percentage of net revenues and financial income.

In the future, our gross profit margin could continue declining if we maintain the growth of our sales of goods business, which has a lower pure product margin, building up our logistics network and if we fail to maintain an appropriate relationship between our cost of revenue structure and our net revenues and financial income trend.

Product and technology development expenses

Our product and technology development related expenses consist primarily of compensation for our engineering and web-development staff (including long term retention program compensation), depreciation and amortization expenses related to product and technology development, certain tax withholding related to export duties, telecommunications costs and payments to third-party suppliers who provide technology maintenance services to us. The following table presents product and technology development expenses for the periods indicated:

(In millions, except percentages)

(In millions, except percentages)

For the nine-month period ended September 30, 2025, the increase in product and technology development expenses as compared to the same period in 2024 was primarily attributable to a: i) $152 million increase in salaries and wages mainly related to the increase of 15% in our product and technology development headcount and increases in amounts accrued under the LTRPs as a consequence of the increase in our common stock price; ii) $70 million increase in technology maintenance expenses; and iii) $53 million increase in other product and technology development expenses mainly related to higher tax withholding in connection with intercompany export services billing duties.

For the three-month period ended September 30, 2025, the increase in product and technology development expenses as compared to the same period in 2024 was primarily attributable to a: i) $31 million increase in technology maintenance expenses; and ii) $28 million increase in salaries and wages mainly related to the increase of 16% in our product and technology development headcount.

We believe that product and technology development is one of our key competitive advantages and we intend to continue to invest in technology to meet the increasingly sophisticated product expectations of our customer base.

Sales and marketing expenses

Our sales and marketing expenses consist primarily of costs related to marketing our platforms through online and offline advertising and agreements with portals, search engines and other sales expenses related to strategic marketing initiatives, charges related to our buyer protection program, the salaries of employees involved in these activities (including long term retention program compensation), chargebacks related to our Mercado Pago operations, branding initiatives, marketing activities for our users and depreciation and amortization expenses.

We enter into agreements with portals, search engines, social networks, ad networks and other sites in order to attract Internet users to the Mercado Libre Marketplace and convert them into registered users and active traders on our platform.

We also work intensively on attracting, developing and growing our seller community through our customer support efforts. We have dedicated professionals in most of our operations that work with sellers through trade show participation, seminars and meetings to provide them with important tools and skills to become effective sellers on our platform.

The following table presents sales and marketing expenses for the periods indicated:

(In millions, except percentages)

(In millions, except percentages)

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For the nine-month period ended September 30, 2025, the increase in sales and marketing expenses as compared to the same period in 2024 was primarily attributable to a: i) $359 million increase in online and offline marketing expenses across all of our main segments; ii) $93 million increase in salaries and wages mainly related to the increase of 60% in our sales and marketing headcount and increases in amounts accrued under the LTRPs as a consequence of the increase in our common stock price; iii) $82 million increase in our buyer protection program expenses; and iv) $39 million increase in chargebacks.

For the three-month period ended September 30, 2025, the increase in sales and marketing expenses as compared to the same period in 2024 was primarily attributable to a: i) $158 million increase in online and offline marketing expenses across all of our main segments; ii) $44 million increase in our buyer protection program expenses; iii) $36 million increase in salaries and wages mainly related to the increase of 44% in our sales and marketing headcount; and iv) $12 million increase in chargebacks.

Provision for doubtful accounts

Provision for doubtful accounts consists of the current expected credit losses on our financial assets, mainly loans receivable. The following table presents provision for doubtful accounts expenses for the periods indicated:

(In millions, except percentages)

(In millions, except percentages)

For the nine and three-month periods ended September 30, 2025, as compared to the same periods in 2024, the provision for doubtful accounts increased $777 million and $308 million, respectively, mainly due to the increase in originations growing at 59% and 60% (mostly related to the credit card and consumer products), respectively.

General and administrative expenses

Our general and administrative expenses consist primarily of salaries for management and administrative staff, compensation of non-employee directors, long term retention program compensation, expenses for legal, audit and other professional services, insurance expenses, office space rental expenses, changes in the fair value of digital assets, travel and business expenses, as well as depreciation and amortization expenses. Our general and administrative expenses include the costs of the following areas: general management, finance, treasury, internal audit, administration, accounting, tax, legal and human resources. The following table presents general and administrative expenses for the periods indicated:

(In millions, except percentages)

(In millions, except percentages)

For the nine-month period ended September 30, 2025, the increase in general and administrative expenses as compared to the same period in 2024 was primarily attributable to a: i) $64 million increase in salaries and wages, mainly related to the increase of 17% in general and administrative headcount and increases in amounts accrued under the LTRPs as a consequence of the increase in our common stock price; and ii) $22 million increase in other general and administrative expenses mainly related to higher tax withholding in connection with intercompany export services billing duties. This was partially offset by a $15 million decrease in legal, tax and other fees due to higher contingencies losses in the nine-month period ended September 30, 2024.

For the three-month period ended September 30, 2025, the decrease in general and administrative expenses as compared to the same period in 2024 was primarily attributable to a: i) $38 million decrease in legal, tax and other fees due to higher contingencies losses in the three-month period ended September 30, 2024; and ii) $11 million gain related to the fair value of digital assets ($9 million gain in the three-month period ended September 30, 2025 compared to a $2 million loss in the three-month period ended September 30, 2024). This was partially offset by a $12 million increase in salaries and wages, mainly related to the increase of 15% in general and administrative headcount.

Operating income margins

Our operating income margin is defined as income from operations as a percentage of net revenues and financial income.

47 | MercadoLibre, Inc.

Our operating income margin is affected by our operating expenses structure, which mainly consists of our employees’ salaries, our sales and marketing expenses related to those activities we incurred to promote our services, provision for doubtful accounts mainly related to our loans receivable portfolio and product and technology development expenses, among other operating expenses. As we continue to grow and focus on expanding our leadership in the region, we will continue to invest in product and technology development, and sales and marketing in order to promote our services and capture long-term business opportunities. As a result, we may experience decreases in our operating income margins.

For the nine and three-month periods ended September 30, 2025, as compared to the same periods in 2024, our operating income margin decreased from 12.3% and 10.5% to 11.5% and 9.8%, respectively. This compression was primarily driven by the expansion of our credit card portfolio and marketing investments to support our free shipping and Mercado Pago campaigns.

For the nine-month period ended September 30, 2025, the decrease is mainly explained by the reduction of our free shipping threshold in Brazil, together with an increase in provision of doubtful accounts and cost of net revenues and financial expenses, as a percentage of net revenues and financial income, partially offset by a decrease in product and technology development and general and administrative expenses, as a percentage of net revenues and financial income.

For the three-month period ended September 30, 2025, the decrease is mainly explained by the reduction of our free shipping threshold in Brazil, together with an increase in cost of net revenues and financial expenses, provision of doubtful accounts and sales and marketing related expenses, as a percentage of net revenues and financial income, partially offset by a decrease in general and administrative expenses and product and technology development, as a percentage of net revenues and financial income.

Other income (expenses), net

Other income (expenses), net consists primarily of interest income derived from our investments and cash equivalents, interest expense and other financial charges related to financial liabilities not related to Mercado Pago’s operations, and foreign currency gains or losses. The following table presents Other income (expenses), net for the periods indicated:

(In millions, except percentages)

(In millions, except percentages)

For the nine-month period ended September 30, 2025, the increase in other expense, net as compared to the same period in 2024 was primarily attributable to $142 million of higher foreign exchange losses mainly due to our Argentine (higher foreign exchange losses of $222 million), Uruguayan and Spanish subsidiaries, partially offset by foreign exchange gains from our Brazilian and Mexican subsidiaries. This was partially offset by an increase of $23 million in interest income and other financial gains from financial investments not related to Mercado Pago’s operations as a result of higher cash levels invested (mainly in Brazil and Argentina) and higher interest rates (mainly in Brazil).

For the three-month period ended September 30, 2025, the increase in other expense, net as compared to the same period in 2024 was primarily attributable to $62 million higher foreign exchange losses mainly due to our Argentine subsidiaries, partially offset by higher foreign exchange gains from our Mexican subsidiaries.

Income tax

We are subject to federal and state income tax in the U.S., as well as foreign taxes in the multiple jurisdictions where we operate. Our tax obligations consist of current and deferred income taxes incurred in these jurisdictions. We account for income taxes following the liability method of accounting. A valuation allowance is recorded when, based on the available evidence, it is more likely than not that all or a portion of our deferred tax assets will not be realized. Therefore, our income tax expense consists of taxes currently payable, if any, plus the change in our deferred tax assets and liabilities as a result of the estimated effective tax rate, adjusted for discrete items that are accounted for in the relevant period.

The following table presents our income tax expense for the nine and three-month periods ended September 30, 2025 and 2024:

(In millions, except percentages)

(in millions, except percentages)

48 | MercadoLibre, Inc.

During the nine and three-month periods ended September 30, 2025 as compared to the same periods in 2024, income tax expense increased mainly as a result of higher income tax expense in Argentina and Mexico due to higher taxable income. This increase was partially offset by income tax gains in Brazil in 2025 mainly driven by the increase in deferred tax assets in Brazil.

The following table summarizes our estimated effective tax rates for the nine and three-month periods ended September 30, 2025 and 2024:

(1) Percentages have been calculated using whole-dollar amounts rather than the rounded amounts that appear in the table.

Our estimated effective tax rate for the nine and three-month periods ended September 30, 2025 increased as compared to the same periods in 2024, mainly as a result of lower deductions related to tax inflation adjustments in Argentina.

Segment information

Refer to Note 8 – Segments of our unaudited interim condensed consolidated financial statements for further information regarding the financial performance of the Company’s reporting segments for the nine and three-month periods ended September 30, 2025 and 2024.

(In millions, except percentages)

(In millions, except percentages)

(In millions, except percentages)

49 | MercadoLibre, Inc.

(In millions)

(In millions)

(In millions, except percentages)

Net revenues and financial income

Net revenues and financial income for the nine and three-month periods ended September 30, 2025 as compared to the same periods in 2024 are described above in “Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations—Principal trends in results of operations— Net revenues and financial income."

Segment costs

Brazil

For the nine-month period ended September 30, 2025, as compared to the same period in 2024, segment costs increased mainly driven by a: i) $1,595 million increase in cost of net revenues and financial expenses, mostly attributable to an increase in shipping operating and carrier costs, cost of goods sold as a consequence of an increase in first-party sales, sales taxes, other fintech costs mainly related to higher funding costs in connection with the growth of our lending business, collection fees as a consequence of the higher transactions volume of our Mercado Pago business and hosting and site operation fees; ii) $555 million increase in provision for doubtful accounts mainly related to our credit card, consumer and merchant credits product growth; and iii) $344 million increase in sales and marketing expenses mainly due to an increase in online and offline marketing expenses, buyer protection program expenses, salaries and wages and chargebacks.

50 | MercadoLibre, Inc.

For the three-month period ended September 30, 2025, as compared to the same period in 2024, segment costs increased mainly driven by a: i) $771 million increase in cost of net revenues and financial expenses, mostly attributable to an increase in shipping operating and carrier costs, cost of goods sold as a consequence of an increase in first-party sales, other fintech costs mainly related to higher funding costs in connection with the growth of our lending business, sales taxes, collection fees as a consequence of the higher transactions volume of our Mercado Pago business and hosting and site operation fees; ii) $221 million increase in provision for doubtful accounts mainly related to our credit card, consumer and merchant credits product growth; and iii) $154 million increase in sales and marketing expenses mainly due to an increase in online and offline marketing expenses, buyer protection program expenses and salaries and wages.

Mexico

For the nine-month period ended September 30, 2025, as compared to the same period in 2024, segment costs increased mainly driven by a: i) $679 million increase in cost of net revenues and financial expenses, mostly attributable to increases in shipping operating and carrier costs, cost of goods sold as a consequence of an increase in first-party sales, collection fees due to higher Mercado Pago penetration, other fintech costs mainly related to higher funding costs in connection with the growth of our lending business and hosting and site operation fees; ii) $103 million increase in provision for doubtful accounts mainly related to our credit card and consumer product business growth; and iii) $81 million increase in sales and marketing expenses mainly due to an increase in online and offline marketing expenses, buyer protection program expenses and salaries and wages.

For the three-month period ended September 30, 2025, as compared to the same period in 2024, segment costs increased mainly driven by a: i) $283 million increase in cost of net revenues and financial expenses, mostly attributable to increases in shipping operating and carrier costs, cost of goods sold as a consequence of an increase in first-party sales and collection fees due to higher Mercado Pago penetration; ii) $58 million increase in sales and marketing expenses mainly due to an increase in online and offline marketing expenses and buyer protection program expenses; and iii) $32 million increase in provision for doubtful accounts mainly related to our credit card and consumer product business growth.

Argentina

For the nine-month period ended September 30, 2025, as compared to the same period in 2024, segment costs increased mainly driven by a: i) $738 million increase in cost of net revenues and financial expenses driven by an increase in shipping operating and carrier costs, collection fees due to higher Mercado Pago penetration, sales taxes, other fintech costs mostly related to higher funding cost due to the growth of our lending business and cost of goods sold as a consequence of an increase in first-party sales; ii) $120 million increase in provision for doubtful accounts mainly related to our consumer product growth; iii) $110 million increase in sales and marketing expenses mainly due to an increase in online and offline marketing expenses, chargebacks and buyer protection program expenses; and iv) $40 million increase in general and administrative expenses mainly related to higher withholding tax in connection with intercompany export services billing duties and salaries and wages.

For the three-month period ended September 30, 2025, as compared to the same period in 2024, segment costs increased mainly driven by a: i) $201 million increase in cost of net revenues and financial expenses driven by an increase in other fintech costs mostly related to higher funding cost due to the growth of our lending business, shipping operating and carrier costs, collection fees due to higher Mercado Pago penetration and sales taxes; ii) $54 million increase in provision for doubtful accounts mainly related to our consumer product growth; and iii) $25 million increase in sales and marketing expenses mainly due to an increase in online and offline marketing expenses.

Liquidity and capital resources

Our main cash requirement has been working capital to fund Mercado Pago financing operations and our lending business. We also require cash for capital expenditures related to technology infrastructure, software applications, office space, business acquisitions, to build out our logistics capacity and to make interest payments on our loans payable and other financial liabilities.

We have funded Mercado Pago mainly by selling credit card receivables and through credit lines. Additionally, we have financed our Mercado Pago and lending businesses through the securitization of credit card receivables and certain loans through SPEs created in Brazil, Mexico, Chile and Argentina and sales of loans receivable in Mexico. Moreover, we obtained funding in Brazil through deposit certificates, financial bills, commercial notes and loans from banks, in Argentina mainly through loans from banks, secured lines of credit and issuing debt securities, and in Mexico, Chile and Uruguay through loans from banks and secured lines of credit. Finally, we entered into a revolving credit agreement which provides a $800 million credit commitment. Refer to Note 12 – Loans payable and other financial liabilities and Note 13 – Securitization transactions of our unaudited interim condensed consolidated financial statements for further detail.

We have committed to contract minimum amounts of certain services such as cloud platform and other technology services, logistics services and leases. In addition, we have unconditional purchase obligations related to capital expenditures. Please refer to Note 10 – Commitments and Contingencies of our unaudited interim condensed consolidated financial statements for further detail on purchase commitments.

We and certain financial institutions participate in a supplier finance program (“SFP”) that enables certain of our suppliers, at their own election, to request the payment of their invoices to the financial institutions earlier than the terms stated in our payment policy. See Note 2 – Summary of significant accounting policies - Supplier finance programs of our unaudited interim condensed consolidated financial statements for further detail.

As of September 30, 2025, our main source of liquidity was $4,078 million of cash and cash equivalents and short-term investments, which excludes $2,219 million of restricted investments mainly related to the Central Bank of Brazil Mandatory Guarantee, and consists of cash generated from operations and proceeds from loans.

51 | MercadoLibre, Inc.

As of September 30, 2025, cash and cash equivalents, restricted cash and cash equivalents and investments of our non-U.S. subsidiaries amounted to $13,240 million, or 92.9% of our consolidated cash and cash equivalents, restricted cash and cash equivalents and investments, and our cash and cash equivalents, restricted cash and cash equivalents and investments held outside U.S. amounted to 81.9% of our consolidated cash and cash equivalents, restricted cash and cash equivalents and investments. Our non-U.S. dollar-denominated cash and investments are located primarily in Brazil, Mexico and Argentina.

The following table presents our cash flows from operating activities, investing activities and financing activities for the nine-month periods ended September 30, 2025 and 2024:

(In millions)

Net cash provided by operating activities

(In millions, except percentages)

Net cash provided by operating activities in the nine-month period ended September 30, 2025 resulted mainly from an increase in funds payable to customers of $2,607 million, adjustments to net income related to non-cash items of $2,502 million and our net income of $1,438 million, partially offset by an increase in credit card receivables and other means of payments of $1,059 million. The $1,913 million increase in the net cash provided by operating activities in the nine-month period ended September 30, 2025, as compared to the same period in 2024, is mainly explained by the increase of $724 million in the adjustments to net income related to non-cash items, the $727 million higher increase in funds payable to customers and the $362 million lower increase in credit card receivables and other means of payments.

Net cash used in investing activities

(In millions, except percentages)

Net cash used in investing activities in the nine-month period ended September 30, 2025 resulted mainly from the use of $4,586 million related to changes in loans receivable due to loans granted to merchants and consumers, and Mercado Pago credit card utilization under our lending solution net of collections and $916 million in the investments of property and equipment (mainly related to our shipping network and information technology assets), intangibles assets and intangibles assets at fair value, partially offset by an increase of $1,359 million related to the net sale and maturity of investments. The $1,981 million decrease in net cash used in investing activities in the nine-month period ended September 30, 2025, as compared to the same period in 2024, is mainly explained by the $3,653 million variation in cash flows from investments ($1,359 of cash inflows from net sales or maturity of investments in the nine-month period ended September 30, 2025, compared to $2,294 of cash outflows from net purchases in the same period in 2024), partially offset by the $1,270 million increase in our loans receivables due to loans granted to merchants and consumers, and Mercado Pago credit card utilization under our lending solution net of collections and the $361 million increase in our investments of property and equipment, intangibles assets and intangibles assets at fair value.

52 | MercadoLibre, Inc.

Net cash provided by financing activities

(In millions, except percentages)

For the nine-month period ended September 30, 2025, our net cash provided by financing activities resulted primarily from $1,563 million provided by net loans payables and other financing liabilities, partially offset by $40 million used for the payments of finance lease obligations. The $320 million increase in net cash provided by financing activities in the nine-month period ended September 30, 2025, as compared to the same period in 2024, is mainly explained by the increase of $322 million of the cash provided by net loans payables and other financing liabilities.

Debt

Debt Securities Guaranteed by Subsidiaries

On January 14, 2021, we issued $400 million aggregate principal amount of 2.375% Sustainability Notes due 2026 (the “2026 Sustainability Notes”) and $700 million aggregate principal amount of 3.125% Notes due 2031 (the “2031 Notes” and collectively, the “Notes”). The payment of principal, premium, if any, interest, and all other amounts in respect of each of the Notes, is fully and unconditionally guaranteed (the “Subsidiary Guarantees”), jointly and severally, on an unsecured basis, by certain of our subsidiaries (the “Subsidiary Guarantors”). The initial Subsidiary Guarantors were MercadoLibre S.R.L., Ibazar.com Atividades de Internet Ltda., eBazar.com.br Ltda., Mercado Envios Servicos de Logistica Ltda., Mercado Pago Instituição de Pagamento Ltda. (formerly known as “MercadoPago.com Representações Ltda.”), MercadoLibre Chile Ltda., MercadoLibre, S.A. de C.V., Institución de Fondos de Pago Electrónico (formerly known as “MercadoLibre, S. de R.L. de C.V.”), DeRemate.com de México, S. de R.L. de C.V. and MercadoLibre Colombia Ltda. On October 27, 2021, MercadoLibre, S.A. de C.V., Institución de Fondos de Pago Electrónico became an excluded subsidiary pursuant to the terms of the Notes and it was released from its Subsidiary Guaranty. On October 27, 2021, MP Agregador, S. de R.L. de C.V. became a Subsidiary Guarantor under the Notes. On July 1 and October 1, 2022, Ibazar.com Atividades de Internet Ltda. and Mercado Envios Servicos de Logistica Ltda. were merged into eBazar.com.br Ltda., respectively. On May 2, 2025, as a result of the spin-off of DeRemate.com de México, S. de R.L. de C.V. completed in January 2025 (the “DeRemate Spinoff”), MPFS, S. de R.L. de C.V. became a Subsidiary Guarantor under the Notes.

We pay interest on the Notes on January 14 and July 14 of each year, beginning on July 14, 2021. The 2026 Sustainability Notes will mature on January 14, 2026, and the 2031 Notes will mature on January 14, 2031.

The Notes rank equally in right of payment with all of the Company’s other existing and future senior unsecured debt obligations. Each Subsidiary Guarantee will rank equally in right of payment with all of the Subsidiary Guarantor’s other existing and future senior unsecured debt obligations, except for statutory priorities under applicable local law.

Each Subsidiary Guarantee will be limited to the maximum amount that would not render the Subsidiary Guarantor’s obligations subject to avoidance under applicable fraudulent conveyance provisions of applicable law. By virtue of this limitation, a Subsidiary Guarantor’s obligation under its Subsidiary Guarantee could be significantly less than amounts payable with respect to the Notes, or a Subsidiary Guarantor may have effectively no obligation under its Subsidiary Guarantee.

Under the indenture governing the Notes, the Subsidiary Guarantee of a Subsidiary Guarantor will terminate upon: (i) the sale, exchange, disposition or other transfer (including by way of consolidation or merger) of the Subsidiary Guarantor or the sale or disposition of all or substantially all the assets of the Subsidiary Guarantor (other than to the Company or a Subsidiary) otherwise permitted by the indenture, (ii) satisfaction of the requirements for legal or covenant defeasance or discharge of the Notes, (iii) the release or discharge of the guarantee by such Subsidiary Guarantor of the Triggering Indebtedness (as defined in the applicable indenture) or the repayment of the Triggering Indebtedness, in each case, that resulted in the obligation of such Subsidiary to become a Subsidiary Guarantor, provided that in no event shall the Subsidiary Guarantee of an Initial Subsidiary Guarantor terminate pursuant to this provision, or (iv) such Subsidiary Guarantor becoming an Excluded Subsidiary (as defined in the applicable indenture) or ceasing to be a Subsidiary.

We may, at our option, redeem the 2026 Sustainability Notes, in whole or in part, at any time prior to December 14, 2025 (the date that is one month prior to the maturity of the 2026 Sustainability Notes) and the 2031 Notes, in whole or in part, at any time prior to October 14, 2030 (the date that is three months prior to the maturity of the 2031 Notes), in each case by paying 100% of the principal amount of such Notes so redeemed plus the applicable “make-whole” amount and accrued and unpaid interest and additional amounts, if any. We may, at our option, redeem the 2026 Sustainability Notes, in whole or in part, on December 14, 2025 or at any time thereafter and the 2031 Notes on October 14, 2030 or at any time thereafter, in each case at the redemption price of 100% of the principal amount of such Notes so redeemed plus accrued and unpaid interest and additional amounts, if any. If we experience certain change of control triggering events, we may be required to offer to purchase the notes at 101% of their principal amount plus any accrued and unpaid interest thereon through the purchase date.

During 2024, we repurchased $27 million and $81 million in principal amount of the outstanding 2026 Sustainability Notes and 2031 Notes, respectively. The total amount paid during 2024 for those repurchases amounted to $98 million. During the nine-month period ended September 30, 2025, we repurchased $13 million in principal amount of the outstanding 2031 Notes. The total amount paid amounted to $12 million. During the three-month period ended September 30, 2025, we did not repurchase Notes. See Note 12 – Loans payable and other financial liabilities of our unaudited interim condensed consolidated financial statements for further detail.

53 | MercadoLibre, Inc.

We are presenting the following summarized financial information for the issuer and the Subsidiary Guarantors (together, the “Obligor Group”) pursuant to Rule 13-01 of Regulation S-X, Guarantors and Issuers of Guaranteed Securities Registered or Being Registered. For purposes of the following summarized financial information, transactions between the Company and the Subsidiary Guarantors, presented on a combined basis, have been eliminated. Financial information for the non-guarantor subsidiaries, and any investment in a non-guarantor subsidiary by the Company or by any Subsidiary Guarantor, have been excluded. Amounts due from, due to and transactions with the non-guarantor subsidiaries and other related parties, as applicable, have been separately presented in footnotes.

Summarized balance sheet information for the Obligor Group as of September 30, 2025 and December 31, 2024 is provided in the table below:

(In millions)

(1) Includes restricted cash and cash equivalents of $5,272 million and $940 million and guarantees in short-term investments of $2,205 million and $3,417 million as of September 30, 2025, and December 31, 2024, respectively.

(2) Includes Current assets with non-guarantor subsidiaries of $1,335 million and $2,520 million as of September 30, 2025, and December 31, 2024, respectively.

(3) Includes Non-current assets with non-guarantor subsidiaries of $196 million and $152 million as of September 30, 2025, and December 31, 2024, respectively.

(4) Includes Current liabilities with non-guarantor subsidiaries of $2,554 million and $2,749 million as of September 30, 2025, and December 31, 2024, respectively.

Summarized statement of income information for the Obligor Group for the nine-month period ended September 30, 2025, is provided in the table below:

(In millions)

(1) Includes net revenues and financial income from transactions with non-guarantor subsidiaries of $343 million for the nine-month period ended September 30, 2025.

(2) Includes charges from transactions with non-guarantor subsidiaries of $529 million for the nine-month period ended September 30, 2025.

(3) In addition to the charges included in Gross profit, Income from operations includes charges from transactions with non-guarantor subsidiaries of $382 million for the nine-month period ended September 30, 2025.

(4) Includes other income/ (expense), net from transactions with non-guarantor subsidiaries of $63 million gain for the nine-month period ended September 30, 2025.

Capital expenditures

Our capital expenditures comprised of our investments in property and equipment (such as certain assets used in our fulfillment centers) and intangible assets (excluding digital assets) for the nine-month periods ended September 30, 2025 and 2024 amounted to $900 million and $555 million, respectively.

During the nine-month period ended September 30, 2025, we invested $315 million in information and technology assets in Brazil, Mexico and Argentina, and $498 million in our Brazilian and Mexican shipping premises and offices.

We are continually increasing our level of investment in hardware and software licenses necessary to improve and update our platform’s technology and computer software developed internally. We anticipate continued investments in capital expenditures related to information technology and logistics network capacity in the future as we strive to maintain our position in the Latin American e-commerce and fintech market.

We believe that our existing cash and cash equivalents, including the sale of credit card receivables, short-term investments and cash generated from operations, will be sufficient to fund our operating activities, property and equipment expenditures and to pay or repay obligations in the foreseeable future.

54 | MercadoLibre, Inc.

Other data

The following table includes eight key performance indicators, which are calculated as defined in the footnotes to the table. We continuously assess the adequacy of our key performance indicators based on the growth and ever changing nature of our business. Each of these indicators provides a different measure of the level of activity on our ecosystem, which we use to monitor the performance of the business.

(1) Figures have been calculated using rounded amounts. Growth calculations based on this table may not total due to rounding.

(2) Fintech monthly active users is defined as Fintech payers and/or collectors as of September 30, 2025, that, during the last month of the reporting period, performed at least one of the following actions during such month: 1) made a debit or credit card payment, 2) made a QR code payment, 3) made an off-platform online payment using our checkout or link of payment solutions while logged in to our Mercado Pago fintech platform, 4) made an investment or employed any of our savings solutions, 5) purchased an insurance policy, 6) took out a loan through our lending solution, or 7) received the payment from a sale or transaction either on or off marketplace.

(3) Unique active buyers is defined as users that have performed at least one purchase on the Mercado Libre Marketplace during the reported period. From the second quarter of 2025 onwards, we have included food delivery transactions in the current indicator.

(4) Total U.S. dollar sum of all transactions completed through the Mercado Libre Marketplace, excluding Classifieds transactions. From the second quarter of 2025 onwards, we have included food delivery transactions in the current indicator.

(5) Number of items that were sold/purchased through the Mercado Libre Marketplace, excluding Classifieds items. From the second quarter of 2025 onwards, we have included food delivery transactions in the current indicator.

(6) Total U.S. dollar sum of all transactions paid for using Mercado Pago, including marketplace and non-marketplace transactions, excluding peer-to-peer transactions.

(7) Total U.S. dollar sum of all transactions settled using our Mercado Pago and Mercado Pago's payment processing and settling services in marketplace and non-marketplace transactions and consist of the following transactions volume: 1) point of sale payment volume, 2) commerce payment volume through our Mercado Libre Marketplace, 3) online payment volume through our checkout or link payment solution for merchants, and 4) QR code payment volume.

(8) Number of all transactions paid for using Mercado Pago, excluding peer-to-peer transactions.

(9) Net interest margins after losses (“NIMAL”) represents the annualized ratio between the total credit revenues (excluding the results of sale of loans receivables) less funding costs and provision for doubtful accounts for the period (excluding the results of sale of loans receivables) and total average gross loans receivable for the period. Management uses NIMAL to monitor how effective our pricing is and managing the credit products relative to their risk and setting targets. Accordingly, Management is of the opinion that NIMAL provides useful information to investors and others related to our risk appetite through the different periods and shows how we effectively prices risk.

55 | MercadoLibre, Inc.

Non-GAAP Measures of Financial Performance

To supplement our unaudited interim condensed consolidated financial statements presented in accordance with U.S. GAAP, we present earnings before interest income and other financial gains, interest expense and other financial losses, foreign currency losses, net, income tax expense and depreciation and amortization (“Adjusted EBITDA”), net debt, foreign exchange (“FX”) neutral measures and Adjusted free cash flow and Net increase (decrease) in available cash, investments and digital assets as non-GAAP measures. Reconciliation of these non-GAAP financial measures to the most comparable U.S. GAAP financial measures can be found in the tables below.

These non-GAAP measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with U.S. GAAP and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. Non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with U.S. GAAP. These non-GAAP financial measures should only be used to evaluate our results of operations in conjunction with the most comparable U.S. GAAP financial measures.

We believe that reconciliation of these non-GAAP measures to the most directly comparable GAAP measure provides investors an overall understanding of our current financial performance and its prospects for the future.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure that represents our net income, adjusted to eliminate the effect of depreciation and amortization charges, interest income and other financial gains, interest expense and other financial losses, foreign currency losses, net and income tax expense. We have included this non-GAAP financial measure because it is used by our Management to evaluate our operating performance and trends, make strategic decisions and the calculation of leverage ratios. Accordingly, we believe this measure provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our Management. In addition, it provides a useful measure for period-to-period comparisons of our business, as it removes the effect of certain items.

The following table presents a reconciliation of net income to Adjusted EBITDA for the periods indicated:

(In millions)

(In millions)

Net debt

We define net debt as total debt which includes current and non-current loans payable and other financial liabilities and current and non-current operating lease liabilities, less cash and cash equivalents (excluding cash and cash equivalents restricted due to management restriction policies) and digital assets, short-term investments and long-term investments, excluding time deposits and foreign government debt securities restricted and held in guarantee, securitization transactions and equity securities held at cost. We have included this non-GAAP financial measure because it is used by our Management to analyze our current leverage ratios and set targets to be met, which will also impact other components of the Company’s balance sheet, cash flows and income statement. Accordingly, we believe this measure provides useful information to investors and other market participants in showing the evolution of the Company’s indebtedness and its capability of repayment as a means to, alongside other measures, monitor our leverage based on widely-used measures.

56 | MercadoLibre, Inc.

The following table presents a reconciliation of net debt for each of the periods indicated:

(In millions)

(1) Includes cash and cash equivalents (excluding cash and cash equivalents restricted due to management restriction policies) and digital assets. Figures as of December 31, 2024 were recast for consistency with the current presentation due to the changes explained in "Adjusted free cash flow".

(2) Excludes time deposits and foreign government debt securities restricted and held in guarantee.

(3) Excludes foreign government debt securities restricted, investments held in VIEs as a consequence of securitization transactions and equity securities held at cost.

FX neutral

We believe that FX neutral measures provide useful information to both Management and investors by excluding the foreign currency exchange rate impact that may not be indicative of our core operating results and business outlook.

The FX neutral measures were calculated by using the average monthly exchange rates for each month during 2024 and applying them to the corresponding months in 2025, so as to calculate what our results would have been had exchange rates remained stable from one year to the next. The table below excludes intercompany allocation FX effects. Finally, these measures do not include any other macroeconomic effect such as local currency inflation effects, the impact on impairment calculations or any price adjustment to compensate local currency inflation or devaluations.

57 | MercadoLibre, Inc.

The following table sets forth the FX neutral measures related to our reported results of the operations for the nine and three-month periods ended September 30, 2025:

(Unaudited)

(In millions, except percentages)

(In millions, except percentages)

See Note 2 – Summary of significant accounting policies - Foreign currency translation - Argentine currency status and macroeconomic outlook and Argentine exchange regulations of our unaudited interim condensed consolidated financial statements for further detail on the currency status and the exchange regulations of our Argentine segment.

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Adjusted free cash flow and Net increase (decrease) in available cash, investments and digital assets

Adjusted free cash flow

Adjusted free cash flow represents cash from operating activities less the increase (decrease) in cash and cash equivalents and investments related to customer funds due to regulatory requirements and other restrictions and equity securities held at cost, investments in property and equipment and intangible assets, changes in loans receivable, net and net proceeds from/payments on loans payable and other financial liabilities related to our Fintech solutions, since we consider those liabilities as the working capital of the Fintech activities. From the second quarter of 2025 onwards, we have also included increase (decrease) in cash and cash equivalents and investments restricted due to management restriction policies and digital assets as an adjustment in the calculation of our adjusted free cash flow. We consider adjusted free cash flow to be a measure of liquidity generation that provides useful information to management and investors since it shows how much cash the Company generates with its core activities that can be used for discretionary purposes and to repay its corporate and/or commerce debt. A limitation of the utility of adjusted free cash flow as a measure of liquidity generation is that it is a partial representation of the total increase or decrease in our available cash, investments and digital assets balance for the period. Therefore, we believe it is important to view the adjusted free cash flow measure only as a complement to our entire consolidated statements of cash flows.

Net increase (decrease) in available cash, investments and digital assets

Net increase (decrease) in available cash, investments and digital assets (from the second quarter of 2025 onwards, our available funds include digital asset holdings) represents adjusted free cash flow less net proceeds from/payments on loans payable and other financial liabilities, related to our Commerce and corporate activities, payments of finance lease obligations, other investing and/or financing activities not considered above and the effect of exchange rates changes on available cash and investments. We consider Net increase (decrease) in available cash, investments and digital assets to be a measure of liquidity availability that provides useful information to management and investors after netting out all other debt and corporate payments and activities from the adjusted free cash flow.

The following table shows a reconciliation of Net cash provided by operating activities to Adjusted free cash flow and Net increase in available cash, investments and digital assets:

(In millions)

(1) Includes accrued interest and financial income net of interest received from available and restricted investments, and results on digital assets.

(2) Includes cash and cash equivalents (excluding cash and cash equivalents restricted due to management restriction policies), short-term investments (excluding time deposits and foreign government debt securities restricted and held in guarantee) and long-term investments (excluding foreign government debt securities restricted, investments held in VIEs as a consequence of securitization transactions and equity securities held at cost) and digital assets.

(3) Recast for consistency with the current presentation due to the changes explained above.

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We are exposed to market risks arising from our business operations. These market risks arise mainly from macroeconomic instability and the possibility that changes in interest rates and the U.S. dollar exchange rate with local currencies, particularly the Brazilian Real, Mexican Peso and Argentine Peso due to Brazil’s, Mexico’s and Argentina’s respective share of our revenues, may affect the value of our financial assets and liabilities.

We are also exposed to market risks arising from our LTRPs. These market risks arise from our obligations to pay employees cash payments in amounts that vary based on the market price of our stock.

Foreign currencies

We have significant operations internationally that are denominated in foreign currencies, primarily the Brazilian Real, Argentine Peso, Mexican Peso, Colombian Peso and Chilean Peso, subjecting us to foreign currency risk, which may adversely impact our financial results. We transact business in various foreign currencies and have significant international revenues and costs. In addition, we charge our international subsidiaries for their use of intellectual property and technology and for certain corporate services. Our cash flows, results of operations and certain of our intercompany balances that are exposed to foreign exchange rate fluctuations may differ materially from expectations and we may record significant gains or losses due to foreign currency fluctuations and related hedging activities.

We use foreign currency exchange forward contracts and currency swaps to protect our foreign currency exposure and our investment in a foreign subsidiary from changes in foreign currency exchange rates. These hedging contracts reduce, but do not entirely eliminate, the impact of foreign currency exchange rate movements. We designate these contracts as cash flow, net investment and fair value hedges for accounting purposes. The derivatives’ gain or loss for cash flow and net investment hedges is initially reported as a component of accumulated other comprehensive loss. Cash flow hedges and net investment hedges are subsequently reclassified into the interim condensed consolidated statements of income in the financial statement line item in which the hedged item is recorded in the same period the forecasted transaction affects earnings. The derivatives’ gain or loss for fair value hedges is reported in our interim condensed consolidated statements of income in the same line items as the change in the value of the hedged item due to the hedged risks.

As of September 30, 2025, we hold cash and cash equivalents, restricted cash and cash equivalents, short and long-term investments in local currencies in our subsidiaries, and have receivables denominated in local currencies in all of our operations. Our subsidiaries generate revenues and incur most of their expenses in the respective local currencies of the countries in which they operate. As a result, our subsidiaries use their local currency as their functional currency except for our Argentine subsidiaries, whose functional currency is the U.S. dollar due to the inflationary environment. As of September 30, 2025, the total cash and cash equivalents, restricted cash and cash equivalents denominated in foreign currencies totaled $8,388 million, short-term investments denominated in foreign currencies totaled $2,481 million, long-term investments denominated in foreign currencies totaled $703 million and accounts receivable, credit card receivables and other means of payment (including those presented within non-current other assets) and loans receivable in foreign currencies totaled $15,235 million. To manage exchange rate risk, our treasury policy is to transfer most cash and cash equivalents in excess of working capital requirements into U.S. dollar-denominated accounts in the United States and to enter into certain foreign exchange derivatives, such as currency forwards contracts, in order to mitigate our exposure to foreign exchange risk. As of September 30, 2025, our U.S. dollar-denominated cash and cash equivalents, restricted cash and cash equivalents and short-term investments totaled $2,045 million and our U.S. dollar-denominated long-term investments totaled $633 million.

For the nine and three-month periods ended September 30, 2025, we had a consolidated loss on foreign currency of $274 million and $102 million, respectively, mainly related to foreign exchange losses from our Argentine subsidiaries. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of operations— Other income (expenses), net” for more information.

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Foreign currency sensitivity analysis

The table below shows the impact on our net revenues and financial income, cost of net revenues and financial expenses, operating expenses, other income (expenses), net, income tax, net income and equity for a positive and a negative 10% fluctuation on all the foreign currencies to which we are exposed to at the moment of translating our financial statements to U.S. dollars for the nine-month period ended September 30, 2025:

(In millions)

(1) Appreciation of the subsidiaries’ local currency against U.S. Dollar.

(2) Depreciation of the subsidiaries’ local currency against U.S. Dollar.

(3) Includes cost of net revenues and financial expenses and operating expenses.

The table above shows an increase in our net income when the U.S. dollar weakens against foreign currencies because of the positive impact of the increase in income from operations. On the other hand, the table above shows a decrease in our net income when the U.S. dollar strengthens against foreign currencies because of the negative impact of the decrease in income from operations.

Brazilian segment

Considering a hypothetical increase (depreciation) of 10% of the Brazilian Real exchange rate against the U.S. dollar on September 30, 2025, the reported local currency net assets in our Brazilian subsidiaries would have decreased by approximately $389 million with the related impact in Other Comprehensive Income. Additionally, we would have recorded a foreign currency loss amounting to approximately $13 million in our Brazilian subsidiaries regarding our non-functional currency net liability position.

Mexican segment

Considering a hypothetical increase (depreciation) of 10% of the Mexican Peso exchange rate against the U.S. dollar on September 30, 2025, the reported local currency net assets in our Mexican subsidiaries would have decreased by approximately $236 million with the related impact in Other Comprehensive Income. Additionally, we would have recorded a foreign currency loss amounting to approximately $64 million in our Mexican subsidiaries regarding our non-functional currency net liability position.

Argentine segment

In accordance with U.S. GAAP, we have classified our Argentine operations as highly inflationary since July 1, 2018, using the U.S. dollar as the functional currency for purposes of reporting our financial statements. Therefore, no translation effect has been accounted for in other comprehensive income related to our Argentine operations since July 1, 2018. Argentina’s inflation rate for the nine-month periods ended September 30, 2025 and 2024 was 22.0% and 101.6%, respectively.

We use Argentina’s official exchange rate to account for transactions in our Argentine segment, which as of September 30, 2025 and December 31, 2024 was 1,380.00 and 1,032.00 Argentine Pesos, respectively, against the U.S. dollar. During the nine-month periods ended September 30, 2025 and 2024 Argentina’s official exchange rate against the U.S. dollar increased 33.7% and 20.0%, respectively. The average exchange rate for the nine-month periods ended September 30, 2025 and 2024 was 1,180.36 and 887.76, respectively, resulting in an increase of 33.0%.

Considering a hypothetical increase (depreciation) of 10% of the Argentine Peso exchange rate against the U.S. dollar on September 30, 2025, the effect on non-functional currency net asset position in our Argentine subsidiaries would have been a foreign exchange loss amounting to approximately $62 million in our Argentine subsidiaries.

See Note 2 – Summary of significant accounting policies - Foreign currency translation - Argentine currency status and Argentine exchange regulations” of our unaudited interim condensed consolidated financial statements for further detail on the currency status and the exchange regulations of our Argentine segment.

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Interest

Our earnings and cash flows are also affected by changes in interest rates. These changes could have an impact on the interest rates that financial institutions charge us prior to the time we sell our credit card receivables and on the financial debt that we use to fund Mercado Pago and lending’s operations. As of September 30, 2025, Credit card receivables and other means of payments, net totaled $6,746 million (includes $98 million presented within non-current other assets in the interim condensed consolidated balance sheets). Interest rate fluctuations could also impact interest earned through our lending solution. As of September 30, 2025, loans receivable net of the allowance for doubtful accounts from our lending solution totaled $8,192 million. Interest rate fluctuations could also negatively affect certain of our fixed rate and floating rate investments comprised primarily of time deposits, money market funds and sovereign debt securities. Investments in both fixed rate and floating rate interest earning products carry a degree of interest rate risk. Fixed rate securities may have their fair value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than predicted if interest rates fall.

As of September 30, 2025, our short-term investments amounted to $3,715 million and our long-term investments amounted to $1,336 million. Our short-term investments can be readily converted at any time into cash or into securities with a shorter remaining time to maturity. We determine the appropriate classification of our investments at the time of purchase and re-evaluate such designations as of each balance sheet date. See Note 3 – Fintech Regulations and Note 4 – Cash, cash equivalents, restricted cash and cash equivalents and investments of our unaudited interim condensed consolidated financial statements for further detail on our restricted investments.

Fluctuations of the interest rate could also have a negative impact on interest expense related to our Loans payable and other financial liabilities, as a portion of these instruments is subject to variable interest rates. As of September 30, 2025, our Loans payable and other financial liabilities which accrue interest based on variable rates amounted to $5,811 million, while our Loans payable and other financial liabilities, which accrue interest based on fixed rates, amounted to $2,029 million. See Note 12 – Loans payable and other financial liabilities and Note 13 – Securitization transactions of our unaudited interim condensed consolidated financial statements for further detail. Considering a hypothetical increase of 100 basis points in the interest rates, the reported charge to the interim condensed consolidated statements of income for the nine-month period ended September 30, 2025 would have increased by approximately $39 million with the impact in Cost of net revenues and financial expenses or in Interest expense and other financial losses. We have entered into swap and future contracts to hedge the interest rate fluctuation of $909 million notional amount, $789 million of which have been designated as hedging instruments. See Note 15 – Derivative instruments of our unaudited interim condensed consolidated financial statements for further detail on derivative instruments.

Equity price risk

Our Board, upon the recommendation of the compensation committee, approved the 2020, 2021, 2022, 2023, 2024 and 2025 Long Term Retention Programs (the “2020, 2021, 2022, 2023, 2024 and 2025 LTRPs,” respectively), under which certain eligible employees have the opportunity to receive cash payments annually for a period of six years. In order to receive the full target award under the 2020, 2021, 2022, 2023, 2024 and/or 2025 LTRPs, each eligible employee must remain employed as of each applicable payment date. The 2020, 2021, 2022, 2023, 2024 and 2025 LTRP awards are payable as follows:

• the eligible employee will receive 16.66% of half of his or her target 2020, 2021, 2022, 2023, 2024 and/or 2025 LTRP bonus once a year for a period of six years, with the first payment occurring no later than April 30, 2021, 2022, 2023, 2024, 2025 and 2026, respectively (the “2020, 2021, 2022, 2023, 2024 or 2025 Annual Fixed Payment,” respectively); and
• on each date we pay the respective Annual Fixed Payment to an eligible employee, he or she will also receive a payment (the “2020, 2021, 2022, 2023, 2024 or 2025 Variable Payment”) equal to the product of (i) 16.66% of half of the target 2020, 2021, 2022, 2023, 2024 and/or 2025 LTRP bonus and (ii) the quotient of (a) divided by (b), where (a), the numerator, equals the Applicable Year Stock Price (as defined below) and (b), the denominator, equals the average closing price of our common stock on the NASDAQ Global Select Market during the final 60 trading days of 2019, 2020, 2021, 2022, 2023 and 2024 defined as $553.45, $1,431.26, $1,391.81, $888.69, $1,426.11 and $1,944.47 for the 2020, 2021, 2022, 2023, 2024 and 2025 LTRPs, respectively. The “Applicable Year Stock Price” shall equal the average closing price of our common stock on the NASDAQ Global Select Market during the final 60 trading days of the year preceding the applicable payment date.

As of September 30, 2025, the total contractual obligation fair value of our outstanding LTRP Variable Payment obligation subject to equity price risk amounted to $866 million. As of September 30, 2025, the accrued liability related to the outstanding Variable Payment of the LTRP included in Salaries and social security payable in our consolidated balance sheet amounted to $151 million. The following table shows a sensitivity analysis of the risk associated with our total contractual obligation fair value related to the outstanding LTRP Variable Award Payment subject to equity price risk if our common stock price per share were to increase or decrease by up to 40%:

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(In millions, except equity price)

(1) Present value of average closing stock price for the last 60 trading days of the year preceding the applicable payment date.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our Management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

Based on the evaluation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) required by Exchange Act Rules 13a-15(b) or 15d-15(b), our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the three-month period ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As of September 30, 2025, there have been no material changes in our risk factors from those disclosed in the Company’s 2024 10-K.

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