What changed in this filing

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Item 1A. Risk Factors

2026-02-25 compared with 2025-02-21 · 216 added, 183 removed, 502 unchanged (44% of the section changed)

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■ We operate in a highly competitive and evolving environment;

■ Any use of AI/ML technologies in our operations may present additional labor, legal, regulatory, and social risks, which could lead to additional costs and impact our competitive position;

■ We rely on third-party platforms, such as Google Play and Apple app stores, to access our Mercado Libre and Mercado Pago apps;

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■ The markets in which we operate are rapidly evolving and we may not be able to maintain our profitability;

■ We may be liable for or experience reputational damage from the failure of users of our Marketplace to deliver merchandise or make required payments;

■ We may be liable for or experience reputational damage resulting from user default or the failure of our ecosystem services ;

■ Fraudulent activity by our users could negatively impact our operating results, brand and reputation and cause the use of services to decrease;

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■ Our debt instruments contain restrictions that limit our flexibility in operating our business, and changes by any rating agency to our outlook or credit rating could negatively affect us;

■ We hold and may acquire digital assets that may be subject to volatile market prices and unique risks of loss;

■ We are exposed to the value of digital assets that may be subject to volatile market prices and unique risks of loss;

■ Increasing scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders with respect to our environmental, social and governance practices may impose additional costs on us or expose us to new or additional risks;

■ There are potential risks related to our loyalty program and our cryptocurrency buy, hold and sell feature;

17 | MercadoLibre, Inc.

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■ There are potential risks related to our cryptocurrency buy, hold and sell feature;

■ Natural disasters, climate change, geopolitical events, global health epidemics or pandemics, transportation disruptions and catastrophic events could materially adversely affect our financial performance;

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■ Provisions of our certificate of incorporation and Delaware law could inhibit others from acquiring us, prevent a change of control, and may prevent efforts by our stockholders to change our management.

■ We may require additional capital in the future, and this additional capital may not be available on acceptable terms or at all;

■ Shares eligible for future sale may cause the market price of our common stock to drop significantly, even if our business is doing well;

■ We cannot guarantee that any share repurchase program will be fully consummated or will enhance stockholder value, and share repurchases could increase the volatility of our stock prices and diminish our cash reserves.

Set forth below is a full description of each of the risks that we believe are material to our stockholders and prospective stockholders.

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Our business depends on the continued growth of online commerce and digital financial services, the commercial and financial activity that our users generate on our platforms and the availability and reliability of the Internet in Latin America

Online commerce and digital financial services are still a developing market in Latin America.

Online commerce and digital financial services are still a developing market in Latin America, with usage patterns continuing to evolve rapidly.

A significant portion of our business is based on an Internet platform for commercial and financial transactions in which almost all activity depends on our users and is therefore largely outside of our control.

Except for our first-party sales, we do not choose which items will be listed, nor do we make pricing or other decisions relating to the products and services bought and sold on our platform.

For us to grow our user base successfully, more consumers and providers must accept and use new ways of conducting business and exchanging information.

The infrastructure for the Internet in Latin America may not be able to support continued growth in the number of Internet users, their frequency of use or their bandwidth requirements.

Given that we operate in a business environment in Latin America that is different than the environment in which other companies providing e-commerce and digital financial services operate, the performance of such other companies is not an indication of our future financial performance.

Availability, transaction speeds, acceptance, interest and use of the Internet across Latin America are all critical to our growth and services, and the occurrence of any one or more of the above challenges to Internet usage could have a material adverse effect on our business.

For third-party sales, third party sellers decide independently which items they will list and their pricing and commercial policies.

Our future revenues depend substantially on Latin American consumers’ and providers’ widespread acceptance and continued use of the Internet as a way to conduct commerce and to carry out specific financial transactions as well as on the reliability, affordability and speed of mobile data networks and fixed broadband infrastructure across the region.

For us to grow our user base successfully, more consumers and providers must accept and use new ways of conducting business and exchanging information, including through mobile devices and digital financial tools.

The price of personal computers and/or mobile devices and Internet access may limit our potential growth in certain areas or countries with low levels of Internet penetration and/or high levels of poverty, or where inflation and currency devaluations increase the cost of connectivity and hardware.

Internet infrastructure in Latin America may not be able to support continued growth in the number of Internet users, their frequency of use or their bandwidth requirements, especially given the increasing data demands of video content, AI-driven services and logistics-tracking technologies.

Given that we operate in a business environment in Latin America that is different than the environment in which other companies providing e-commerce and digital financial services operate, including differences in connectivity costs, payment infrastructure, and logistics networks, the performance of such other companies is not an indication of our future financial performance.

Availability, transaction speeds, acceptance, interest and use of the Internet across Latin America are all critical to our growth and services, as is continued access to reliable regional cloud infrastructure, payment networks and mobile platforms operated by third parties, and the occurrence of any one or more of the above challenges to Internet usage or disruptions in regional telecommunications, data centers or payment-processing networks could have a material adverse effect on our business.

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We operate in a highly competitive and evolving environment

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To compete successfully, we must accurately anticipate technological developments and deliver innovative, relevant and useful products and services in a timely manner.

Our competitors may respond to new or emerging technologies and capabilities, including practical applications of AI and ML, as well as changes in customer requirements, faster and more effectively than we may, and they may also devote greater resources to the development, promotion, and sale of products and services.

Our competitors may respond to new or emerging technologies and capabilities, including practical applications of AI/ML, as well as changes in customer requirements, faster and more effectively than we may, and they may also devote greater resources to the development, promotion, and sale of products and services.

Barriers to entry are relatively low, and our current offline and new digital competitors, including small businesses who want to create and promote their own stores or platforms, can easily launch new sites, mobile platforms or applications at relatively low costs using software that is commercially available, or partner with other e-commerce, search, advertising or social media companies.

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Competitors may also be more narrowly focused on a particular type of goods and create a compelling community for those particular goods.

In 2025, several new global and regional entrants, including rapidly expanding Asian e-commerce platforms, gained significant market share in Latin America through low-price strategies, direct-from-manufacturer supply chains and cross-border logistics models.

These developments, together with the continued growth of omnichannel and local competitors, illustrate the highly competitive nature of the Latin American e-commerce and fintech markets, where barriers to entry remain low and users and merchants can easily switch or use multiple across competing platforms at the same time.

We have many competitors in different industries, ranging from large and established companies to emerging start-ups.

Mercado Libre’s Marketplace currently competes with a number of companies operating throughout Latin America, including:

traditional brick and mortar retailers, e-commerce and omnichannel retailers and vendors and distributors offering physical, digital and interactive media products that we offer and sell on our platform;

traditional brick and mortar retailers, e-commerce and omnichannel retailers and vendors and distributors offering physical, digital and interactive media products;

online sales, auction services and comparison shopping websites;

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other small online service providers, including those that serve specialty markets;

business-to-consumer online commerce services.

and business-to-consumer online commerce services.

The emergence of new international players, particularly from Asia, further demonstrates that the markets in which we operate remain open and dynamic, although such entrants may exert additional pressure on pricing, marketing expenditures and logistics capabilities across the region.

Mercado Pago competes with existing online and offline companies, including, among others:

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offline funding alternatives such as cash deposit and money transfer services;

peer to peer payments and electronic money remittances and other point of sale terminals and devices or technologies installed at merchants’ sites.

peer to peer payments and electronic money remittances;

and other point of sale terminals and devices or technologies installed at merchants’ sites.

Competitors with larger, more well-established and well-financed companies have greater resources, a longer history, greater brand recognition, more customers and better access to suppliers of critical inputs and products.

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Established banks and other financial institutions currently offer online payments, and those that do not yet provide such a service could quickly and easily develop it.

In many cases, companies that directly or indirectly compete with us provide Internet access.

In many cases, companies that directly or indirectly compete with us provide Internet access and other services.

Some of these providers may take measures that could degrade, disrupt, increase the cost of customers’ use of our services or advocate for government measures that could increase or change regulatory requirements that increase our costs, all of which could adversely affect our business and results of operations.

Further, discrepancies in the enforcement of existing laws may enable our competitors to leverage such discrepancies in their favor, thereby affording them competitive advantages.

Similarly, some of our competitors have been accused, in other jurisdictions, of anticompetitive business practices, which they can replicate in Latin American countries where antitrust authorities have not yet focused on such commercial practices and where we actively compete.

Similarly, some of our competitors have been accused of anticompetitive business practices in other jurisdictions, which they can replicate in Latin American countries where antitrust authorities have not yet focused on such commercial practices and where we actively compete.

The global financial services and payments industry is continuously changing and increasingly subject to regulatory supervision and continued examination.

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This influence makes it harder to promote innovative payment solutions and policy changes to adapt regulation to an ever changing and fast growing innovative and disrupting industry.

In addition, the development of contactless and near-field communication ("NFC") payments in Latin America has been influenced by global device manufacturers’ restrictions on third-party access to NFC technology.

While recent regulatory developments in Brazil have begun to open access, most markets in the Latin American region remain limited in their access to such technology.

These restrictions constrain our ability, and that of other local payment providers, to offer uniform tap-to-pay functionality across operating systems and devices, thereby affecting competition and innovation dynamics in mobile payments in the region.

19 | MercadoLibre, Inc.

We are expanding our investment in AI across the entire Company.

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Any use of AI/ML technologies in our operations may present additional labor, legal, regulatory, and social risks, which could lead to additional costs and impact our competitive position

We are expanding our investment in AI/ML across the entire Company.

This includes using generative AI and continuing to integrate AI capabilities into our products and services.

While AI/ML can present significant benefits, it can also present risks and challenges to our business.

Data sourcing, technology integration, bias in decision-making algorithms, security challenges and the protection of personal privacy could slow down or impair the adoption and acceptance of AI/ML.

AI technology and services are highly competitive, rapidly evolving, and require significant investment, including development and operational costs, to meet the changing needs and expectations of our existing users and attract new users.

Our ability to deploy and leverage certain AI technologies critical for our products and services and for our business strategy, and to enhance productivity across the organization, may depend on the availability and pricing of third-party equipment and technical infrastructure.

Because AI/ML is a developing technology, legal frameworks for AI/ML governance are unsettled, quickly developing, and unpredictable.

The use of AI/ML could lead to legal and regulatory investigations and enforcement actions, or may give rise to specific obligations, including required notices, consents and opt-outs, under various data privacy, protection and cybersecurity laws and regulations in a number of jurisdictions.

Additionally, the integration of autonomous AI agents into our workflows introduces heightened risks related to unpredictable system behavior and reduced human oversight, which could lead to significant operational errors, cybersecurity vulnerabilities, or inaccuracies.

Any failure to properly govern or control these autonomous agents could lead to regulatory non-compliance, potential legal liabilities and reputational harm arising from unauthorized or unintended agent actions.

Some uses of AI/ML pose emerging ethical issues and present a number of risks that cannot be fully mitigated, including data sourcing, technology integration, bias in decision-making algorithms, discrimination or AI hallucinations, open source software issues, security challenges and the protection of personal privacy that could slow down or impair the adoption and acceptance of AI/ML.

Moreover, the AI/ML and cloud computing ecosystem is characterized by high concentration in hardware and infrastructure supply, and our ability to scale certain AI/ML models may depend on the pricing and availability of computing resources provided by a small number of global vendors, which may limit our speed or cost efficiency relative to competitors.

AI/ML technology and services are highly competitive, rapidly evolving, and require significant investment, including development and operational costs, to meet the changing needs and expectations of our existing users and attract new users.

Our ability to deploy and leverage certain AI/ML technologies critical for our products and services and for our business strategy, and to enhance productivity across the organization, may depend on the availability and pricing of third-party equipment and technical infrastructure.

Additionally, other companies may develop AI products and technologies that are similar or superior to our technologies or more cost-effective to deploy.

Other companies may also have (or in the future may obtain) patents, copyrights or other proprietary rights that could prevent, limit, or interfere with our ability to make, use, or sell our own AI products and services.

We may not be able to compete effectively with our competitors and our strategy to integrate AI/ML technology into our products and services may also not be accepted by our customers or by other businesses in the marketplace.

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The integration of AI/ML may also expose us to risks regarding intellectual property ownership and license rights, particularly if any copyrighted material is embedded in training models.

Any failure on our part to effectively and efficiently utilize AI/ML to enhance our operations or products and services may result in material impacts to our financial performance, financial results and overall business strategy.

We rely on third-party platforms, such as Google Play and Apple app stores, to access our Mercado Libre and Mercado Pago apps

Our Mercado Libre and Mercado Pago apps are accessed through third-party platforms, such as Google and Apple’s app stores.

We are subject to the standard terms and conditions that these providers have for application developers, which govern the content, promotion, distribution, and operation of apps on their platforms or marketplaces, and which the providers can change unilaterally on short or no notice.

Those terms and conditions include limitations on the sale of digital goods and services (e.g., streaming video services), the mandatory use of the providers’ own payment processor for the sale of digital goods, with a steep fee that ranges from 15% to 30% of the product’s listed price, and anti-steering rules that forbid developers from informing users of their apps, via in-app communications, about alternative means of purchase available outside the respective app.

Apple also forbids the in-app distribution and commercialization of third-party digital goods, thereby prohibiting the development of a digital goods marketplace in iOS in competition with Apple.

Apple and Google’s terms and conditions for in-app purchases of digital goods may cause friction with Mercado Libre’s initiatives for its loyalty program as well as other new projects involving the sale of digital goods or the provision of advertisement video on demand streaming services.

These limitations may prevent the deployment of initiatives for mobile apps, thereby limiting the range of their overall impact.

These limitations may materially affect our competitiveness with respect to other digitally integrated conglomerates that do not face the same limitations, thereby negatively impacting our capacity to grow, innovate, enter and compete in new markets.

In addition, if changes to the existing terms and conditions interfere with the distribution of our products, if the platforms are unavailable for a prolonged period of time or if we are unable to maintain a good relationship with these third-party providers (including as a result of ongoing or future claims of anticompetitive practices), our business and results of operations could suffer.

Our Mercado Libre and Mercado Pago mobile applications depend on distribution through third-party app stores operated by global mobile operating system providers, primarily Apple’s App Store and Google Play.

We are subject to the providers' standard developer terms and conditions, which they can modify unilaterally and with little notice.

These terms govern the content, promotion, and distribution of apps and include requirements such as the mandatory use of the platform’s own payment processing system for certain digital goods and services, typically subject to commissions ranging from 15% to 30% of the transaction value, restrictions on informing users of alternative payment channels (anti-steering), and limitations on in-app distribution of digital goods or services that compete with the platform owner’s offerings.

These commercial and technical restrictions may increase our operating costs, reduce pricing flexibility and limit our ability to deploy and monetize new digital products, including streaming, advertising and loyalty programs.

They may also place us at a competitive disadvantage in connection with digital ecosystems that are vertically integrated and do not incur similar distribution or payment-processing fees.

Additionally, regulatory and legal scrutiny of these practices has intensified globally.

Recent enforcement actions in the European Union and Brazil have challenged app-store restrictions on payments, anti-steering clauses and access to NFC functionality.

While the impact of these developments in Latin America remains uncertain, any future regulatory or contractual changes affecting app-store rules could alter our cost structure, distribution capabilities or competitive position.

If changes to these terms or their enforcement disrupt the availability or functionality of our applications, or if we are unable to maintain effective distribution through these platforms, our business, results of operations and growth prospects could be materially affected.

Our future success depends on our ability to expand and adapt our operations to meet rapidly changing industry and technology standards in a cost-effective and timely manner

Rapid, significant and disruptive technological changes impact the industries in which we operate.

Moreover, the effects of technological changes on our business are uncertain.

Our success depends on our ability to develop and incorporate new technologies and adapt to technological changes and evolving industry standards.

We are also increasingly leveraging AI technologies, including generative AI, in our products and services and are making investments to expand our use of generative AI capabilities.

If we are unable to do so in a timely or cost-effective manner, our business could be harmed.

Moreover, the effects of technological changes on our business are uncertain and depend on our access to global infrastructure and standards that we do not control.

Our success depends on our ability to develop and incorporate new technologies and adapt to technological changes and evolving industry standards and interoperability requirements.

We plan to continue to expand our operations by expanding our services internationally and developing and promoting new and complementary services.

We may have limited or no experience in our newer market segments, which can present new and difficult technology challenges.

We may have limited or no experience in our newer market segments, which can present new and difficult technology and regulatory challenges, including compliance with local data, payments and interoperability requirements.

We may not succeed at expanding our operations in a cost-effective or timely manner, and our expansion efforts may not have the same or greater overall market acceptance as our current services, which could damage our reputation and diminish the value of our brands.

Similarly, a lack of market acceptance of these services or our inability to generate satisfactory revenues from any expanded services to offset their cost could have a material adverse effect on our business, results of operations and financial condition.

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We must constantly add new hardware, update software, enhance and improve our billing and transaction systems, and add and train new engineering and other personnel to accommodate the increased use of our website, apps and the new products and features we regularly introduce.

This upgrade process is expensive, the increasing complexity and enhancement of our website results in higher costs, and ultimately may not be successful.

This upgrade process is expensive and the increasing complexity and enhancement of our website results in higher costs, and ultimately may not be successful.

Our revenues depend on prompt and accurate billing processes.

Failure to upgrade our technology, transaction-processing capabilities, features, transaction processing systems, security infrastructure, or network infrastructure to accommodate increased traffic or transaction volume, or the increased complexity of our website could materially harm our business and our ability to collect revenue.

In addition, our use of AI involves significant technical complexity and requires specialized expertise.

Any disruption or failure in our AI systems or infrastructure, or those of our third-party providers, could result in system failures, delays or errors in our operations, which could harm our business and financial results.

We may also need to enter into relationships with various strategic partners, websites, other online service providers, shipping companies and other third parties necessary to our business.

The successful operation of these systems depends in part on reliable access to computing capacity and third-party technology providers.

Any disruption or failure in our IT systems or infrastructure, or those of our third-party providers, could result in system failures, delays or errors in our operations, which could harm our business and financial results.

We may also need to enter into relationships with various strategic partners, websites, cloud providers, other online service providers, shipping and logistics companies and other third parties necessary to our business.

The increased complexity of managing multiple commercial relationships could lead to execution problems that can affect current and future revenues and operating margins, as well as our reputation.

The expansion of our Mercado Pago and Mercado Envios businesses into new countries may also require a close commercial relationship with one or more local banks or other intermediaries, which may prevent, delay or limit the introductions of our services in such countries.

The expansion of our Mercado Pago and Mercado Envios businesses into new countries may also require a close commercial relationship with one or more local banks, regulators or other intermediaries, which may prevent, delay or limit the introductions of our services in such countries or subject us to differing interoperability and compliance standards.

If our users have negative experiences with, or view unfavorably, any of the companies or partners with whom we have relationships, it could cause them to stop using our products and services and negatively impact our results of operations.

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In addition, changes in access terms, pricing or technical specifications imposed by global device, platform or cloud providers could influence our ability to innovate or deploy new services on a consistent basis across markets.

The markets in which we operate are rapidly evolving and we may not be able to maintain our profitability

As a result of the emerging nature and related volatility of the markets and economies in the countries in which we operate, the increased variety of services and products that we offer and the rapidly evolving nature of our business, it is particularly difficult for us to forecast our revenues or earnings accurately.

Our current and future expense levels are based largely on our investment plans and estimates of future revenues and are, to a large extent, fixed.

We may not be able to adjust spending in a timely manner to compensate for any unexpected revenue shortfall.

Accordingly, any significant shortfall in revenues relative to our planned expenditures may have an immediate adverse effect on our business, results of operations and financial condition.

We may be liable for or experience reputational damage from the failure of users of our Marketplace to deliver merchandise or make required payments

As a result of the emerging nature and related volatility of the markets and economies in the countries in which we operate, ongoing inflationary and currency-exchange volatility in certain Latin American markets, and the entry of new global and regional competitors that exert pricing and margin pressure, the increased variety and mix of services and products that we offer, including technology and AI-driven initiatives with significant upfront investment requirements, and the rapidly evolving nature of our business, it is particularly difficult for us to forecast our revenues or earnings accurately.

Our current and future expense levels are based largely on our investment plans and estimates of future revenues and are, to a large extent, fixed or committed to long-term technology, logistics and infrastructure programs that cannot be scaled down quickly.

We may not be able to adjust spending in a timely manner to compensate for any unexpected revenue shortfall or cost increase driven by infrastructure, energy or compute-resource pricing.

Accordingly, any significant shortfall in revenues relative to our planned expenditures may have an immediate adverse effect on our business, results of operations and financial condition and may be exacerbated by increased competitive intensity and macroeconomic uncertainty in our main markets.

We may be liable for or experience reputational damage resulting from user default or the failure of our ecosystem services

Our success depends largely upon sellers accurately representing and reliably delivering the listed goods and buyers paying the agreed purchase price.

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In addition, failure to handle customer complaints effectively and negative publicity generated as a result of the fraudulent or deceptive conduct of any of our sellers could damage our reputation, diminish the value of our brands and negatively impact our results of operations.

The aforementioned risks are also applicable to the broad range of services offered through Mercado Pago, where we may also receive claims that our financial products or services—such as payments, transfers, fund settlements, loans, or cash advances—do not work properly or are not fulfilled on time.

These services expose us to additional risks, such as failures or delays in the settlement or accreditation of funds, operational errors in transactions or transfers, claims related to unavailable balances, disputes over charges or refunds, as well as defaults on loans or cash advances granted to merchants / buyers.

Fraudulent activity by our users could negatively impact our operating results, brand and reputation and cause the use of services to decrease

We are subject to the risk of fraudulent activity by our users, including fraudulent and illicit sales, money laundering, bank fraud, fraud from means of payment entities, employee fraud, third parties providers' fraud and online securities fraud.

Measures to detect and reduce the occurrence of fraudulent activities are complex and require continuous improvement, and there can be no assurance that they will be sufficient to accurately detect, prevent or deter fraud, particularly new and continually evolving forms of fraud.

Measures to detect and reduce the occurrence of fraudulent activities are complex and require continuous improvement, and there can be no assurance that we will be able to successfully and accurately detect, prevent or deter fraud, particularly new and continually evolving forms of fraud.

As our business grows, the cost of remediating fraudulent activity, including customer reimbursements, may materially increase and could negatively affect our operating results.

In addition, users’ fraudulent or potential illegal activities when using our platforms or payment solutions we offer could expose us to civil or criminal liability and could have a material adverse effect on our financial performance, our business or reputation.

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We incur losses from claims of customers who did not authorize a purchase, from buyer fraud and from erroneous transmissions.

Third parties have attempted, and will likely continue to attempt, to abuse access to and misuse our payments solution to commit fraud by, among other things, creating fictitious accounts using stolen or synthetic identities or personal information, making transactions with stolen financial instruments, abusing or misusing our services for financial gain or fraudulently inducing users of our platforms into engaging in fraudulent transactions.

Third parties have attempted, and will likely continue to attempt, to abuse access to and misuse our payments solution to commit fraud by, among other things, creating fictitious accounts using stolen or synthetic identities or personal information, making transactions with stolen financial instruments or fraudulently inducing users of our platforms into engaging in fraudulent transactions.

Due to the digital nature of our payments services, third parties may perform abusive schemes or fraud attacks that are often difficult to detect and may reach a scale that would otherwise not be possible in physical transactions.

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Our future revenues depend on continued demand for the types of goods that we sell, that users list on the Mercado Libre Marketplace or that users pay for with Mercado Pago on or off the Mercado Libre Marketplace.

Demand for our products and services can fluctuate significantly for many reasons, including due to perceived availability, consumer trends, seasonality, promotions, product launches, defective products or unforeseeable events, such as in response to natural or man-made disasters, public health crises (including pandemics), extreme weather (including as a result of climate change), geopolitical events, or changes in or uncertainty about macro-economic conditions, which could impact the overall volume of transactions on our platforms.

Demand for our products and services can fluctuate significantly for many reasons, including due to perceived availability, consumer trends, the adoption of new technologies (such as AI-driven tools) that may bypass our marketplace search results, seasonality, promotions, product launches, defective products or unforeseeable events, such as in response to natural or man-made disasters, public health crises (including pandemics), extreme weather (including as a result of climate change), geopolitical events, or changes in or uncertainty about macro-economic conditions, which could impact the overall volume of transactions on our platforms.

A decline in the demand for or popularity of certain items sold through the Mercado Libre Marketplace without an increase in demand for different items could result in reduced revenues.

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Failure to accurately forecast consumer trends and demand could significantly affect our revenue and our future growth.

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Manufacturers may limit distribution of their products by distributors, prevent distributors from selling through us or encourage governments to limit e-commerce

Increased competition or anti-Internet distribution policies could result in reduced operating margins, loss of market share and diminished value of our brand.

Manufacturers may attempt to enforce minimum resale price maintenance arrangements to prevent distributors from selling on our websites or on the internet generally, or at prices that would make our site unattractive relative to other alternatives or may impose selective-distribution or platform-parity requirements that restrict authorized sellers from offering their products on open marketplaces such as ours.

Such practices, if adopted broadly by manufacturers, could reduce the range of products offered online and thereby influence overall marketplace dynamics.

Increased competition or anti-Internet distribution policies and new brand-control strategies, including algorithmic price monitoring or differentiated fulfillment incentives, could result in reduced operating margins, loss of market share and diminished value of our brand.

In order to respond to changes in the competitive environment, we may, from time to time, make pricing, service or marketing decisions or acquisitions that may be controversial with and lead to dissatisfaction among some of our sellers, which could reduce activity on our websites and harm our profitability.

In addition, regulatory authorities in several Latin American jurisdictions have begun to scrutinize vertical-distribution and online-channel restrictions, and any such investigations or enforcement trends could affect the way manufacturers and marketplaces interact in the region.

Our failure or the failure of our partners to manage Mercado Pago users’ funds properly could harm our business

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Any failure to maintain necessary controls or to properly manage customer funds could severely reduce customer use of Mercado Pago, and we could be found to be in violation of applicable laws and regulations, be subject to fines or other penalties or forced to cease providing this service.

Mercado Pago offers its users in Argentina, Mexico and Chile the option to use the balances stored on their Mercado Pago digital accounts to invest in low-risk investment funds (money market fund equivalents).

For the purposes of offering such intermediated investment functionality, Mercado Pago has entered into diverse contractual relationships with licensed third party brokers and fund managers who serve as the managers of the investment funds and the facilitators of all associated investment services, including but not limited to the execution of investment orders.

The scope of Mercado Pago’s involvement in these services is strictly limited to (i) the processing of charges and payments from users that use their balances held with Mercado Pago to invest, and (ii) sending the appropriate instructions to our investment partners.

Mercado Pago offers certain of its users the option to use the balances stored on their Mercado Pago digital accounts to invest in certain investment products including low-risk investment funds (money market fund equivalents).

For the purposes of offering such intermediated investment functionality, in some cases, Mercado Pago has entered into diverse contractual relationships with third parties to serve as the managers of the investment funds and the facilitators of all associated investment services, including but not limited to the execution of investment orders.

In such cases, the scope of Mercado Pago’s involvement in these services is generally strictly limited to (i) providing the technology infrastructure and processing charges and payments from users that use their balances held with Mercado Pago to invest, and (ii) sending the appropriate instructions to our investment partners.

The third party providers have complete decision-making authority over the funds and their investment strategies.

In Brazil, we have also partnered with a third party with a focus on the financial inclusion of users, to launch three investment fund options, allowing users to diversify their investment portfolio in an accessible way and with options for quick withdrawal.

A disruption in our relationships with such third party providers or any of the services they provide to our users could adversely affect our customers’ confidence in our business.

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If there is a disruption in the services provided by our third party providers or the investments made by our users otherwise decrease in value, our users may try to pursue claims or legal actions against us, which could affect our reputation and results of operations.

Any failure by us or by such third party providers to comply with financial and capital markets regulatory frameworks, or any deficiency in operational, technological, know-your-customer ("KYC"), suitability or anti-money laundering and counter-terrorism financing ("AML"/"CFT") controls in connection with these products, could result in regulatory investigations or sanctions, including fines, restrictions on activities, suspension or cancellation of authorizations, as well as civil claims by users, all of which could adversely affect our reputation, business and results of operations.

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We rely on banks and investment funds that acquire Mercado Pago’s receivables and payment processors to fund transactions, and changes to card association fees, rules or practices may adversely affect our business

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These increased fees increase the operating costs of Mercado Pago, reduce our profit margins from Mercado Pago operations and, to a lesser degree, affect the operating margins of the Mercado Libre Marketplace.

We also offer Mercado Pago prepaid cards in Brazil and Mercado Pago credit cards in Brazil and Mexico, all under the VISA brand, as well as an electronic payment funds card (similar to a debit card) in Mexico and Argentina issued under the MasterCard brand.

We also offer Mercado Pago prepaid and debit cards in Brazil and Mexico, respectively (both under VISA brand), and prepaid cards in Argentina and Chile (both under MasterCard brand);

and Mercado Pago credit cards in Brazil (under VISA brand), Mexico and Argentina (under MasterCard brand).

If any of these companies were to be unwilling or unable to provide these services to us, or if they are willing to provide these services but at less favorable terms, our business and results of operations would be adversely affected.

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■ We may be required to increase the installment and financing fees we charge to customers for purchases made in installments or cease offering installment purchases altogether, each of which may result in a lower volume of transactions completed;

23 | MercadoLibre, Inc.

■ We may be unable to access financing in the credit and capital markets at reasonable rates.

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Changes in Mercado Pago’s funding mix and ticket mix could adversely affect Mercado Pago’s results

Mercado Pago pays significant transaction fees when customers fund payment transactions using certain debit and credit cards or through unaffiliated entities, nominal fees when customers fund payment transactions from their bank accounts, and no fees when customers fund payment transactions from an existing Mercado Pago account balance.

Mercado Pago’s financial success remains highly sensitive to changes in the rate at which its senders fund payments using credit cards.

Customers may prefer to pay using credit cards rather than bank account transfers for a number of reasons, including the ability to pay in installments, dispute and reverse charges, earn frequent flyer miles or other incentives offered by credit cards, defer payment, or due to a reluctance to provide bank account information to us.

Certain costs and transactions fees that Mercado Pago pays in connection with certain payment methods are fixed regardless of the ticket price.

Currently, Mercado Pago, if applicable, charges a fee calculated as a percentage of each transaction.

If Mercado Pago receives a larger percentage of low ticket transactions, our profit margin may erode, or we may need to raise prices, which, in turn, may affect the volume of transactions.

Mercado Pago pays significant transaction fees when customers fund payment transactions using debit or credit cards or through unaffiliated third-party providers, nominal fees when customers fund transactions from their bank accounts, and no fees when customers fund transactions from an existing Mercado Pago account balance.

Our financial performance remains highly sensitive to changes in the proportion of payments funded with credit cards, which we refer to as funding mix sensitivity.

Customers may prefer to pay with credit cards rather than bank transfers for various reasons, including due to the ability to pay in installments, dispute charges (including chargebacks), earn rewards and defer payment, or due to a reluctance to provide bank account information to Mercado Pago.

Certain costs and transaction fees that Mercado Pago pays in connection with specific payment methods are fixed on a per-transaction basis regardless of ticket size, while others vary by card network.

We generally charge a fee calculated as a percentage of the transaction amount.

As a result of these fixed cost dynamics, if we receive a larger percentage of low-ticket transactions or a greater volume of payments routed over higher-cost card networks, our profit margins may decline, and we may need to raise prices, which in turn could adversely affect transaction volumes.

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Our lending solution exposes us to the credit risk of our merchants and consumers, among other risks

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Any events or conditions that impair the functioning of the financial markets, tighten the credit market, or lead to a downgrade of our current credit rating could increase our future borrowing costs and impair our ability to access the capital and credit markets on favorable terms, which could affect our liquidity and capital resources, or significantly increase our cost of capital.

Similar to other businesses with significant exposure to credit losses, we face the risk that our lending users may default on their payment obligations, making the receivables uncollectible and creating the risk of potential charge-offs, which could negatively impact our liquidity.

Similar to other businesses with significant exposure to credit losses, we face the risk that our lending users may default on their payment obligations, making the receivables uncollectible and creating the risk of potential write-offs, which could negatively impact our liquidity.

Any of these events could adversely affect our business and results of operation.

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In certain countries where we operate, we offer users our Mercado Envios shipping service through integration with local carriers.

We generally pay local carriers directly for their shipping costs, and then we decide how much of those costs we transfer to our customers.

The decision to raise the shipping fees we charge to users may have a negative effect on Mercado Envios’ shipping volume, and the decision not to do so may result in a decrease in the operating margins of our commerce operations.

We generally pay local carriers directly for their shipping costs, and separately decide the shipping costs paid by our customers.

The decision to raise the shipping fees charged to users may have a negative effect on Mercado Envios’ shipping volume, and the decision not to do so may result in a decrease in the operating margins of our commerce operations.

We rely on a number of local carriers (through non-exclusivity agreements) to receive the inventories for our first-party business and on third parties to ship orders to customers.

The unavailability of the services of local carriers in certain regions with high demand could negatively affect our ability to provide shipping services to our customers, which could in turn have a material adverse effect on our shipping service, operating results, and financial condition.

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The unavailability of the services of local carriers in certain regions with high demand could negatively affect our ability to make shipping services available to our customers, which could in turn have a material adverse effect on our shipping service, operating results, and financial condition.

Failure to successfully operate our fulfillment network may also negatively affect our business

Through our logistics solution, Mercado Envios, we offer sellers on our platform fulfillment and warehousing services, including maintaining inventories of third parties that sell products through our platform.

We also use fulfillment and warehousing services for our first-party business.

Through our logistics solution, Mercado Envios, we offer sellers on our platform fulfillment and temporary warehousing services, including maintaining inventories of third parties that sell products through our platform.

We also use fulfillment and temporary warehousing services for our first-party business.

As we continue to add fulfillment centers, our fulfillment network may become more complex, and the operation of such centers may present significant challenges, including organized crime and drug dealers operating in certain regions where we provide logistic solutions, increasing the complexity of tracking inventories and the operation of our fulfillment network.

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We continue to build new warehouses to manage the increasing demand of our logistics solution.

These construction efforts are subject to a risk of delay as well as risks relating to the quality of the construction, which could increase our costs and negatively impact our ability to grow capacity in time to adequately meet demand.

These construction efforts are subject to a risk of delay as well as risks relating to the quality of the construction and regulatory requirements, which could increase our costs and negatively impact our ability to grow capacity in time to adequately meet demand.

Problems that affect our service providers could potentially adversely affect us as well

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Any security breach at one of these companies could also affect our customers and harm our business.

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If we are unable to compete effectively for advertising spend, or if our merchants reduce advertising spend, our business and results of operations could be materially harmed

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If debt financing for potential future acquisitions is unavailable, we may determine to issue shares of our common stock or preferred stock in connection with such an acquisition, and any such issuance could result in the dilution of our common stock.

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We depend on key personnel, the loss of which could have a material adverse effect on us

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We may have inadequate business insurance coverage, which would require us to spend significant resources in the event of a disruption of our services or other contingency

Even though we have business insurance coverage to face major contingencies affecting our services and goods, it may be inadequate to compensate for our losses, its coverage may be limited, or the amount of our insurance may be less than the related loss or we may be unable to recover all or part of the insured amounts due to the financial condition or insolvency of our insurance providers.

Any business disruption, litigation, system failure or natural or man-made disaster may cause us to incur substantial costs and divert resources, which could have a material adverse effect on our business, results of operation and financial condition.

Our debt instruments contain restrictions that limit our flexibility in operating our business, and changes by any rating agency to our outlook or credit rating could negatively affect us

The terms of our senior unsecured notes issued in January 2021 and certain collateralized debt under securitization transactions contain, and any debt instruments we enter in the future may contain, covenants that restrict or could restrict, among other things, our business and operations.

The terms of our senior unsecured notes issued in January 2021 and December 2025, the revolving credit agreement and certain collateralized debt under securitization transactions contain, and any debt instruments we enter in the future may contain, covenants that restrict or could restrict, among other things, our business and operations.

Failure to pay amounts due under a debt instrument or a breach of any of its covenants may result in the acceleration of the indebtedness (subject in certain cases to a grace or cure period).

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Any of these events could materially adversely affect our liquidity and financial condition.

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Additionally, our reliance on structured credit vehicles (special purpose entities used to securitize credit cards receivable or loans receivable) with a concentrated investor base exposes us to redemption, refinancing, and pricing risks;

the loss or reduced participation of one or more key investors could constrain our funding capacity, increase our cost of capital, and require adjustments to our credit origination strategy.

In addition, changes by any rating agency to our outlook or credit rating could negatively affect the value of both our debt and equity securities and increase our borrowing costs.

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Any of these factors could adversely affect our financial condition and results of operations.

We hold and may acquire digital assets that may be subject to volatile market prices and unique risks of loss

We have used a portion of our cash reserve to purchase digital assets or certain other alternative reserve assets and we may continue acquiring and holding digital assets from time to time in the future.

We are exposed to the value of digital assets that may be subject to volatile market prices and unique risks of loss

We have used a portion of our cash reserve to purchase financial assets or other alternative reserve assets that are exposed to the value of digital assets and we may continue acquiring and holding them from time to time in the future.

The prices of digital assets have been, and may continue to be, highly volatile, including as a result of various associated risks and uncertainties.

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While we have taken reasonable measures to secure any digital assets, if such threats are realized or the measures or controls we implement to secure our digital assets fail, it could result in a partial or total misappropriation or loss of our digital assets, and our financial condition and operating results may be adversely affected.

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Increasing scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders with respect to our environmental, social and governance practices may impose additional costs on us or expose us to new or additional risks

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Further, these efforts may impose additional costs and expose us to new risks, including increased scrutiny from customers, regulators, investors and other stakeholders related to our ESG practices and disclosure.

Stakeholder expectations regarding ESG matters continue to evolve and are becoming increasingly divergent among and within stakeholders.

For example, some of our Marketplace customers may elect to reduce purchases from us if we are unable to verify that our performance and products meet the specifications of responsible sourcing programs.

Investor advocacy groups, investment funds and institutional investors are also increasingly focused on these practices, especially as they relate to the environment, health and safety, diversity, labor conditions and human rights.

If we are targeted by those who disagree with our public positions on ESG issues, or if we do not otherwise successfully manage ESG-related expectations across investors and other stakeholders, it could erode stakeholder trust, impact our reputation, subject us to litigation or shareholder activism, which could adversely affect our business and reputation.

In addition, there can be no assurance that our current policies, practices, reporting frameworks and principles will be in compliance with any new environmental and social laws and regulations that may be promulgated in the U.S.

and other jurisdictions.

New government regulations could also result in new or more stringent forms of ESG oversight and expanding mandatory and voluntary reporting, taxes, diligence and disclosure.

New government regulations or guidance could also result in new, curtailed or more stringent forms of ESG oversight and expanding mandatory and voluntary reporting, taxes, diligence and disclosure.

The costs of changing any of our current practices to comply with any new legal and regulatory requirements in the U.S.

and other jurisdictions may be substantial.

and other jurisdictions in which we operate, which could result in differing or competing regulations and standards across these markets, may be substantial.

Furthermore, industry and market practices may further develop to become even more robust than what is required under any new laws and regulations, and we may have to expend significant efforts and resources to keep up with market trends and stay competitive among our peers.

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In addition, our sustainability initiatives may be unsuccessful for a variety of reasons, including if we are unable to realize the expected benefits of new technologies or if we do not successfully plan or execute new strategies, which in turn could harm our business or damage our reputation.

There are potential risks related to our loyalty program and our cryptocurrency buy, hold and sell feature

There are potential risks to MercadoLibre from the loyalty program.

Because of the novelty of digital assets, there is regulatory uncertainty about the legal and accounting treatment of the tokens issued in connection with the loyalty program in certain jurisdictions, which has and may continue to limit our ability to roll out the program in new jurisdictions or continue it successfully or at all under its current terms.

Such uncertainty could also subject us to regulatory actions or claims.

If the impact of the program becomes material to our operations, our reported results could be affected by variations in the market price of the tokens, since, under the current terms of the program, the tokens can be sold at the then prevailing market price and users may use the resulting fiat currency to purchase products and services on the Mercado Libre Marketplace.

Despite our disclaimer of liability for any loss, damage, claim, cost and/or expense that may arise in connection with the loyalty program, users may also try to pursue claims against us if the loyalty program is unsuccessful or the tokens otherwise decrease in value.

Any such claims could negatively affect our customers’ confidence in our digital assets, adversely affecting our reputation and results of operations.

We cannot assure you that the loyalty program will achieve its objectives relating to customer usage and customer loyalty.

There are also potential risks to MercadoLibre in connection with a feature of our Mercado Pago services that gives customers the ability to access—through our Mercado Pago platform—crypto-assets trading and custody services that are rendered by third parties, which allow users to buy, hold, sell and transfer certain global cryptocurrencies and stablecoins.

For both our token loyalty program and our buy, hold and sell Mercado Pago feature, we rely on third party service providers to perform several functions in connection therewith.

Such service providers (“SPs”) provide our customers token and crypto-assets exchange services (whereby customers can buy and sell tokens and certain crypto-assets) as well as tokens and crypto-assets custody services.

The SPs are also responsible for securing our customers’ tokens and crypto-assets and protecting them from loss or theft.

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There are potential risks related to our cryptocurrency buy, hold and sell feature

There are potential risks to MercadoLibre in connection with a feature of our Mercado Pago services that gives customers the ability to access—through our Mercado Pago platform—digital-assets trading and custody services that are rendered by third parties, which allow users to buy, hold, sell and transfer certain global cryptocurrencies and stablecoins.

For our buy, hold and sell Mercado Pago feature, we rely on third party service providers to perform several functions in connection therewith.

Such service providers (“SPs”) provide our customers digital-assets exchange services (whereby customers can buy and sell certain digital-assets) as well as digital-assets custody services.

The SPs are also responsible for securing our customers’ digital-assets and protecting them from loss or theft.

We, in turn, provide a platform that acts as an interface for our customers to access the SPs’ services.

A disruption in our relationship with the SPs or in any of the services provided by them to users could adversely affect our customers’ confidence in our loyalty program, crypto-assets offerings through the SPs and, by extension, our business.

Our SPs rely on computer software, hardware and telecommunications infrastructure and networking to provide services to our customers related to the token and crypto-assets exchange and custody services.

A disruption in our relationship with the SPs or in any of the services provided by them to users could adversely affect our customers’ confidence in our digital-assets offerings through the SPs and, by extension, our business.

Our SPs rely on computer software, hardware and telecommunications infrastructure and networking to provide services to our customers related to the token and digital-assets exchange and custody services.

These computer-based services are subject to disruption, delay and/or failure, which could cause our users to lose access to our Mercado Pago platform or to the SPs’ services.

Any such technical issues could negatively affect our customers’ confidence in our loyalty program and the crypto-assets offering.

In addition, the SPs maintain the cryptographic private keys that allow access to the digital accounts where our customers’ tokens and crypto-assets are held in custody.

While we have taken steps to make our program and these offerings secure, tokens and digital assets in the custody of various other custodians have in the past been hacked or lost.

In the event that those private keys are lost, destroyed, unable to be accessed or in any way compromised and no back up of such private keys exists, the SPs will not be able to access the tokens or crypto-assets held on behalf of our customers in their custody.

The SPs’ failure to safeguard the crypto-assets owned by our customers may result in losses to our customers, which could adversely affect our customers’ confidence in our tokens and crypto-assets and negatively affect our business.

Any such technical issues could negatively affect our customers’ confidence in the digital-assets offering.

In addition, the SPs maintain the cryptographic private keys that allow access to the digital accounts where our customers’ digital-assets are held in custody.

While we have taken steps to make these offerings secure, digital assets in the custody of various other custodians have in the past been hacked or lost.

In the event that those private keys are lost, destroyed, unable to be accessed or in any way compromised and no back up of such private keys exists, the SPs will not be able to access the digital-assets held on behalf of our customers in their custody.

The SPs’ failure to safeguard the digital-assets owned by our customers may result in losses to our customers, which could adversely affect our customers’ confidence in digital-assets and negatively affect our business.

In addition, the decentralized and pseudonymous nature of digital assets raises novel compliance risks and challenges;

the SPs’ failure to maintain necessary controls or safeguard against improper transactions—for example, with sanctioned parties— due to process or control oversight could lead to regulatory penalties and reputational harm for the Company.

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The market perception and regulatory environment concerning digital assets, including cryptocurrencies and stablecoins, are uncertain and evolving.

Jurisdictions where we operate may enact legislation subjecting us to additional money transmitter or other regulations in connection with our token loyalty program and crypto-assets exchange services or may require us to obtain licenses or regulatory authorizations in connection with these activities.

Any changes to, or failure to comply with, these laws and regulations, or any laws or regulations affecting services that involve a partnership with a custodian and blockchain infrastructure providers, may negatively impact our token loyalty program and the ability to enable our customers to buy, hold and sell crypto-assets in the future and may adversely affect our business.

Jurisdictions where we operate may enact legislation subjecting us to additional money transmitter or other regulations in connection with digital-assets exchange services or may require us to obtain licenses or regulatory authorizations in connection with these activities.

Any changes to, or failure to comply with, these laws and regulations, or any laws or regulations affecting services that involve a partnership with a custodian and blockchain infrastructure providers, may negatively impact our ability to enable our customers to buy, hold and sell digital-assets in the future and may adversely affect our business.

Natural disasters, climate change, geopolitical events, global health epidemics or pandemics, transportation disruptions and catastrophic events could materially adversely affect our financial performance

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The expansion of our business may also result in increased regulatory oversight and enforcement, as well as licensing requirements.

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Any changes to, enforcement of, failure, or perceived failure to comply with these regulations, or the enactment of new regulations and legislation, could result in lawsuits, civil or criminal penalties, or fines against the Company or its subsidiaries, forfeiture of significant assets, an outright or partial restriction on our operations, additional compliance and licensure requirements, an adverse impact on our business, results of operations or financial position, or may otherwise force us to change the way we or our users do business, which could adversely affect the operations and reputation of our businesses in those jurisdictions.

We have been and we expect that we will continue to be involved in disputes or regulatory inquiries that arise in the ordinary course of business, the number and significance of which has increased as our business has expanded.

The media, political and regulatory scrutiny that we may face could increase or amplify these risks.

Anticorruption

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To fulfill our commitment to the applicable regulations in a sustainable and effective manner and to prevent and control anyone in our ecosystem from making or offering improper payments or anything of value that could be perceived as a bribe, or that is intended to obtain an improper benefit or preferential treatment for us, we have an Anti Corruption Policy and a risk-based Anti-Corruption Program designed to prevent, detect and remedy acts of corruption.

The media, political and regulatory scrutiny that we may face could increase or amplify these risks.

Internet Services Regulation

There is uncertainty in many of the countries where we operate with respect to the liability of Internet service providers, the application of existing regulations to our business as they relate to, or the enactment of new regulations or legislation relating to, issues such as e-commerce, electronic or mobile payments, information requirements for Internet providers, data collection, data protection, data security, data localization, online privacy, cryptocurrencies, AI and ML (e.g.

in relation to risk analysis) governing anti-money laundering, taxation, reporting obligations, consumer protection and businesses.

This uncertainty could negatively affect our users’ perception and use of our services, and could result in significant expense should we have to defend cases in an unclear legal environment.

This uncertainty could negatively affect our users’ perception and use of our services, and could result in significant expense if we have to defend cases in an unclear legal environment.

Privacy and Data Protection

We process significant amounts of personal data from users, employees, service providers and partners across multiple jurisdictions.

Our ability to collect, use, store, and transfer such data lawfully is essential to our operations.

Privacy and data protection laws continue to expand in scope and complexity worldwide, including in Latin America, where countries such as Brazil, Chile, Ecuador, Peru, Colombia, Mexico and Argentina have enacted or are considering stricter frameworks governing processing of personal data (including cross-border transfers of the same).

Moreover, the interpretation and application of many existing or recently enacted privacy and data protection laws and regulations are uncertain and fluid, and it is possible that such laws and regulations may be interpreted or applied in a manner that is inconsistent with our existing data management practices or the features of our products and services.

Any such new laws or regulations, any changes to existing laws and regulations and any such interpretation or application may affect demand for our products and services, impact our ability to effectively transfer data across borders in support of our business operations or increase the cost of providing our products and services.

Complying with these varying and sometimes conflicting rules also requires continuous investment in governance, systems, and monitoring, and failure to do so could result in substantial fines, investigations or reputational harm.

We could also be required to fundamentally change our business activities and practices, or modify our products and services, which could have an adverse effect on our business.

We expect to allocate significant additional resources to prevent security or privacy breaches and to address issues caused by any breaches.

In the event of a personal data breach, we may be required to notify the relevant authorities (including the SEC, central banks and other regulators overseeing our fintech operations) and/or the affected individuals.

Such mandatory disclosures could lead to negative publicity, damage our reputation, devalue our brands and may cause our current and prospective customers to lose confidence in the effectiveness of our privacy program and data security measures.

The use of AI/ML, including potential inadvertent disclosure of confidential information or personal data, could also lead to legal and regulatory investigations and enforcement actions, as well as reputational harm or may give rise to specific obligations, including required notices, consents and opt-outs, under various data privacy, protection and cybersecurity laws and regulations in a number of jurisdictions.

Rapid technological developments—including the use of AI/ML and cloud computing—further increase compliance challenges.

These technologies can derive or infer sensitive personal data and may be subject to emerging transparency, fairness, and accountability requirements.

As we expand our use of AI/ML and automated decision-making, regulators in the region and globally are developing specific rules that may impose limits on high-risk AI systems, mandate algorithmic impact assessments, impose specific obligations (including required notices, consents and opt-outs), or require human oversight.

Some of these measures could restrict or delay the deployment of AI-enabled products or increase compliance costs.

We expect that Latin American jurisdictions will adopt new AI and data governance regulations inspired by the EU AI Act and similar international models, potentially introducing stricter obligations on risk classification, data quality, and cross-border data management.

Such developments may affect how we design, train, and deploy AI systems and manage user information.

Divergent local requirements may also limit our ability to maintain unified global systems or practices.

Failure or perceived failure to comply with evolving privacy or AI obligations could result in regulatory enforcement, litigation, or loss of trust from users and partners.

Even where we believe our practices are compliant, new interpretations or public scrutiny could lead to operational disruption and reputational damage.

The financial and operational costs of remediation or adaptation to new standards may be material.

We remain committed to maintaining strong privacy and data protection standards, proactively monitoring legal developments, and embedding privacy and AI governance across our organization.

However, given the speed of regulatory change and technological evolution, there can be no assurance that future obligations will not exceed our ability to adapt in a timely or cost-effective manner.

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Privacy and User Data Protection

We are subject to laws and regulations that govern the collection, use, storage, transfer and, in general, the processing of personal data about our providers, employees and, most importantly, our users.

We expect that these regulations will increase both in number and in the level of stringency, in ways we cannot predict.

This includes emerging challenges posed by new and evolving technologies such as cloud computing, AI and ML, and blockchain, which introduce novel methods for processing and analyzing data.

Should we fail to comply with these laws and regulations, which apply to processing of all personal data, including the interactions with third-parties, data transfers among our employees in the course of their work, our subsidiaries, and other parties with which we have commercial relations, we may be subject to significant penalties and negative publicity, which may adversely affect us.

In addition, the adoption and use of AI and ML introduces compliance challenges by potentially exposing us to situations where our customers’ personal data is inferred, reprocessed, or repurposed in ways that may not aligned with regulatory expectations.

Such challenges could negatively impact our operations, financial performance, and stakeholder trust.

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Consumer Protection

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The new system will become effective in 2026 and will face a transitional period until 2033, with the progressive charging of the new taxes and the extinction of the ones currently in place, as well as the implementation of the split payment system.

For additional information regarding this and other Brazilian tax reforms, please refer to Note 2 – Summary of significant accounting policies - Sales tax - Brazilian Tax Reform - Consumption taxation and Note 13 – Income taxes - Brazilian Tax Reform - Income tax.

Furthermore, we have a complex corporate structure, with entities that are subject to taxation in multiple jurisdictions, and the management of that structure and the transactions among our entities creates potential tax exposures for us in multiple jurisdictions, including the U.S.

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We may be subject to private claims, lawsuits, regulatory and government investigations, other proceedings and orders involving allegations that our actions may violate antitrust or competition laws, or otherwise constitute unfair competition.

For instance, on February 13, 2024, the Mexican antitrust authority (Comisión Federal de Competencia Económica or “COFECE”) notified MercadoLibre, S.A., de C.V., Institución de Fondos de Pago Electrónico of its preliminary findings, conclusions and recommendations regarding competition in the e-commerce sector in Mexico, including proposed corrective measures on marketplace operators that include Mercado Libre and that, if confirmed, could require us to change certain aspects of some of our business practices in Mexico, including obligations to interoperate with independent logistics companies, which may affect the overall functioning of our logistics service.

This preliminary report is the result of a general market study on barriers to competition in the e-commerce market, launched by COFECE in 2022 and will now be taken to a subsequent stage of the process where MercadoLibre, S.A., de C.V., Institución de Fondos de Pago Electrónico and other affected entities may submit their views and additional evidence.

The preliminary report and additional submissions will be analyzed by COFECE’s full board of commissioners, in accordance with applicable laws and procedures, and the plenary will issue a final report that is expected to be issued the first half of 2025.

The final report may be subject to a special constitutional appeal before a specialized Mexican court, and subsequent judicial decisions may be further appealed and may reach the Mexican Supreme Court.

This additional judicial stage may take several years until a final decision is reached.

The outcome of these proceedings and the impact that any final corrective measures may have on certain aspects of some of our business practices, is uncertain.

We cannot assure you that they will not adversely affect our business, operation results and/or financial conditions.

Private claims have been brought against us, and this may continue to occur in the future, for potential breaches of antitrust or competition law and/or unfair competition.

Contractual agreements and/or our business practices with buyers, sellers, or other companies could give rise to regulatory action, antitrust investigations or litigation.

Such claims and investigations, even if without foundation, typically are very expensive to defend, involve negative publicity and substantial diversion of our management's time and effort, and could result in significant judgments against us.

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Regulations concerning competition and digital platforms continue to evolve in the jurisdictions where we operate, and authorities may examine a wide range of conduct, including data use, interoperability and commercial relationships with sellers, buyers or partners.

In August 2025, the Mexican antitrust authority (Comisión Federal de Competencia Económica, now the Comisión Nacional Antimonopolio) concluded its proceeding regarding alleged barriers to competition in the e-commerce market in Mexico.

The authority identified potential concerns related to the operation of Buy Box algorithms and the integration of logistics services by Amazon Mexico and Mercado Libre, however, no corrective measures were imposed and the proceeding was closed.

Governments and other regulators in Latin America continue to monitor competition in digital markets and may initiate new reviews or inquiries in the future.

Private claims have been and may continue to be brought against us in the future for potential breaches of antitrust or competition law and/or unfair competition.

Contractual agreements and/or our business practices with buyers, sellers, financial partners or other companies could give rise to regulatory action, antitrust investigations or litigation in the jurisdictions where we operate.

They could also lead to additional compliance costs or adjustments to certain aspects of our operations.

Competition authorities in several Latin American jurisdictions continue to cooperate and exchange information on digital-market issues, which may lead to simultaneous or coordinated reviews of similar matters.

Banking, Money Transmission and Domestic or Cross-Border Electronic Funds Transfer

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Even if we are not required to change our Mercado Pago business, we could be required to obtain licenses or regulatory approvals.

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Anti-Money Laundering

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Compliance with United Nations sanctions is also mandatory under local law in the jurisdictions where MercadoLibre operates.

Failure to comply with local obligations could result in significant criminal and civil penalties, in addition to reputational and operational consequences.

Failure to comply with any such obligations could result in significant criminal and civil penalties, in addition to reputational and operational consequences.

A number of jurisdictions where we operate have enacted legislation regulating shipping services.

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Any change to our Mercado Envios business practices that makes the service less attractive to customers or prohibits its use by residents of a particular jurisdiction could decrease the speed of trade on the Mercado Libre Marketplace, which would further harm our business.

Even if we are not required to change our Mercado Envios business practices, we could be required to obtain licenses or regulatory approvals, which could be a very expensive and time consuming process, and we cannot assure that we would be able to obtain them in a timely manner or at all.

Even if we are not required to change our Mercado Envios business practices, we or our service providers could be required to obtain licenses or regulatory approvals, which could be a very expensive and time consuming process, and we cannot assure that we would be able to obtain them in a timely manner or at all.

Sale, Storage and/or Transportation of Goods and Services

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This regulatory uncertainty may lead us to engage in administrative and judicial proceedings to dispute claims for fraudulent activities committed by sellers, vendors or third-party carriers and losses incurred by buyers when purchasing items through our platform, which may give rise to high litigation or settlement costs and other liabilities, including reputational harm.

Our policies prohibit the sale, storage and/or transport of certain items (both on our platform and/or in our fulfillment centers and/or through third party carriers providing services to Mercado Libre) and we have implemented various actions to monitor and remove unlawful goods and services from our marketplace, which we continually work to improve.

However, we are aware that certain goods, such as alcohol, tobacco, firearms, animals, adult material and other goods that may be subject to regulation by local or national authorities of various jurisdictions have been traded by users on the Mercado Libre Marketplace in complete infringement to our policies, bypassing our various security efforts and measures to go undetected.

Our policies prohibit the sale, storage and/or transport of certain items (both on our platform and/or in our fulfillment centers and/or through third party carriers providing services to users of Mercado Libre) and we have implemented various actions to monitor and remove unlawful goods and services from our marketplace, which we continually work to improve.

However, we are aware that certain goods, such as alcohol, tobacco, firearms, protected animal species, adult material, medication, drugs and other goods that may be subject to regulation by local or national authorities of various jurisdictions have been traded by users on the Mercado Libre Marketplace in complete infringement to our policies, bypassing our various security efforts and measures, to go undetected.

We have at times been—and may continue to be—subject to fines for certain users’ sales of products that have not been approved or infringe laws dictated by the applicable government.

We are also aware that certain goods expressly excluded from our shipping services pursuant to our policies were stored in our fulfillment centers and/or delivered through third-party carriers providing services to our users.

We cannot provide any assurances that we will successfully avoid civil or criminal liability for unlawful activities that our users carry out when using our services in the future.

If we suffer potential liability for any unlawful activities of our users, including as a result of damages to individuals or assets, we may need to implement additional measures to reduce our exposure to this liability, which may require, among other things, that we spend substantial resources and/or discontinue certain service offerings.

We cannot provide any assurances that we will successfully avoid civil or criminal liability for unlawful activities that our users, service providers or third-party carriers carry out when using our services in the future.

If we suffer potential liability for any unlawful activities of our users, service providers or third-party carriers, including as a result of damages to individuals or assets, we may need to implement additional measures to reduce our exposure to this liability, which may require, among other things, that we spend substantial resources and/or discontinue certain service offerings.

Any costs that we incur as a result of this liability or asserted liability could have a material adverse effect on our business, results of operations and financial condition.

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It may be difficult to enforce judgments rendered against us in U.S.

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will be subject to compliance with procedural requirements under applicable local law, including the condition that the judgment does not violate the public policy of the applicable jurisdiction.

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Intellectual Property Risks

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Mercado Libre was included on the United States Trade Representative’s Notorious Markets List for 2020 and also on the European Commission’s 2020 Counterfeit and Piracy Watch List.

Although we were removed from both watchlists in 2022, and we were not included again since then, we anticipate that we may continue to be nominated or included in these and/or any other similar watchlists.

Although we were removed from both watchlists in 2022, and we have not been included since then, it is possible that we may continue to be nominated or included in these and/or any other similar watchlists.

We have also received, and anticipate that we may continue to receive, legal claims from content and IP owners alleging violations of their IP rights and also from users affected by listing takedowns and account restrictions, which could result in substantial monetary damages awards, penalties or costly injunctions against us, as well as adversely affect our reputation.

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Any of these circumstances could divert the attention of management and adversely affect our business, results of operations and financial situation.

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We have licensed in the past, and expect that we may license in the future, certain of our proprietary rights, such as trademarks or copyrighted material, to third parties.

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Such customers and partners may also discontinue the use of our products and services as a result of injunctions or otherwise, which could result in loss of revenue and adversely affect our business.

Our Company extensively utilizes open source software (“OSS”), presenting significant intellectual property challenges.

In 2022, we established the OSPO (Open Source Program Office) to oversee OSS compliance, contribute to open source project development, and implement company-wide OSS usage policies.

Despite the implementation of OSPO, we cannot guarantee that all of our employees accurately use and integrate OSS tools.

As a result, given the high level of OSS consumption in our Company, we cannot guarantee that our use of OSS software will not inadvertently infringe upon third-party intellectual property rights or fully comply with pertinent OSS licenses.

In addition, we cannot guarantee that our employees will not disclose any Company software to the open source software community.

From time to time, companies that use OSS have faced claims challenging the use of OSS and/or demanding compliance with open source license terms.

We could be subject to suits by parties claiming non-compliance with open source licensing terms.

Moreover, these licenses may subject us to certain unfavorable conditions, including requirements that we offer our products that incorporate, are based on or that link to OSS for no cost, that we make publicly available the source code for any of our proprietary software that we create based upon, or that incorporates, links to or otherwise uses the OSS, or that we license such software under the terms of the particular open source license.

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Some of our know-how or technology is not patented or patentable and may constitute trade secrets.

To protect our trade secrets, we have a policy of requiring our employees, consultants, advisors and other collaborators who contribute to our material intellectual property to enter into confidentiality agreements.

We also rely on customary contractual protections with our suppliers and customers, and we implement security measures intended to protect our trade secrets, know-how and other proprietary information.

However, no assurances can be given that those contracts will not be breached.

Further, those contracts and arrangements may be ineffective in protecting our trade secrets or confidential information and may not prevent unauthorized disclosure.

The integration of AI tools into our products and services presents significant IP challenges.

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Inventions or works of authorship created through the use of AI/ML may be based or rely on, or contain, materials that were used in the training of such AI/ML technologies and which are identical or similar to third-party intellectual property, which could further limit our ability to obtain intellectual property protection in such inventions or works of authorship.

In addition, AI tools may access our confidential information, including personal data.

Moreover, there is a risk that an employee may input confidential information, including material non-public information, trade secrets or personal identifiable information, into AI/ML applications, resulting in such information becoming accessible by third parties, including our competitors.

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Such challenges could also affect our consumers’ and the public’s perception of our Company.

Our Company extensively utilizes open source software (“OSS”), presenting significant intellectual property challenges.

We have established the OSPO (Open Source Program Office) to oversee OSS compliance, contribute to open source project development, and implement company-wide OSS usage policies.

Despite the implementation of OSPO, we cannot guarantee that all of our employees accurately use and integrate OSS tools.

In addition, we cannot guarantee that our employees will not disclose any Company software to the open source software community.

From time to time, companies that use OSS have faced claims challenging the use of OSS and/or demanding compliance with open source license terms.

We could be subject to suits by parties claiming non-compliance with open source licensing terms.

Additionally, the AI/ML technologies in our product offerings and operations may be trained on data sets that include open source software or may draw from sources that might subject our AI/ML technologies to certain license restrictions or other obligations.

While we monitor and control the use of open source software in our products and services, and we try to ensure that no open source software is used in such a way to require us to subject our proprietary software to open source licensing terms (including to disclose the source code to third parties), there can be no guarantee that such use could not inadvertently occur.

Further, use of open source AI/ML technologies poses additional risks relating to the underlying training data sets, including an increased risk in intellectual property infringement or non-compliance with open source license terms as a result of such training data sets potentially derived from data sourced without permission or outside the scope of the underlying open source license, as well as challenges in asserting copyright ownership on new code (resulting output) generated from AI/ML technologies.

Use of open source software may also give rise to security risks, including due to lack of proper maintenance and support for such open source software.

Any of the foregoing could harm our intellectual property rights and materially and adversely affect our operations, financial condition, business and prospects.

As our Company’s business grows and our reliance on OSS and AI tools increases, the potential risk of facing IP claims becomes more pronounced.

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We are also susceptible to errors in connection with any systems upgrade or migration to a different hardware or software system, errors or incidents of our cloud providers, bugs or other problems for any of the software we use, either developed in-house or provided by third parties.

Security breaches, financial, regulatory or other developments that might prevent these third parties from providing services to us or our users could harm our business.

Security breaches, regulatory requirements, national security prohibitions or other developments that might prevent these third parties from providing services to us or our users could harm our business.

Our systems and our information technology infrastructure are vulnerable to damage or interruption from natural or man-made disasters, power loss, computer viruses, telecommunication and other operational failures, ransomware attacks or any other kind of denial of service related attacks, physical or electronic break-ins, sabotage, intentional acts of vandalism, terrorism, public health crises (including pandemics), extreme weather (including as a result of climate change) and similar events.

The public cloud providers we use could also decide to close their facilities or be required to suspend the provision of services.

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Any steps that we may take to upgrade and improve the stability and efficiency of our information technology may not be sufficient to avoid defects or disruptions in our technology infrastructure, which could cause a disruption in our business and adversely impact our financial results.

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We have experienced and will likely continue to experience defects or disruptions in our technology infrastructure, including system interruptions and delays that make our site and services unavailable or slow to respond for periods of time, which could adversely impact our ability to process transactions on our sites, apps or fulfill shipments, which could reduce our revenue, violate applicable regulations, adversely affect our reputation with or result in the loss of users and negatively impact our financial results.

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We are subject to security breaches, disruption and confidential data theft from our systems, which can adversely affect our reputation and business

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However, advances in computing capabilities, new discoveries in cryptography or other unforeseen events may compromise the technology we use to protect customer transaction data.

There is no assurance that the security measures we have put in place will be effective in every case, and our response process to incidents may not be adequate, may fail to accurately assess the severity of an incident, may not be fast enough to prevent or limit harm or may fail to sufficiently remediate an incident.

Failures and breaches in security could result in a negative impact for us and for our customers, adversely affecting our and our customers’ businesses, assets, revenues, brands and reputations, disrupting our operations and resulting in penalties, fines, litigation, regulatory proceedings, regulatory investigations, remediation efforts, indemnification expenditures, reputational harm, negative publicity, lost revenues and/or other potential liabilities, in each case depending on the nature of the information disclosed.

There is no assurance that the security measures we have put in place will be effective in every case, and our response process to incidents may not be adequate, may fail to accurately assess the severity of an incident, may not be fast enough to prevent, detect and report or limit harm or may fail to sufficiently remediate an incident.

Failures and breaches in security could result in a negative impact for us and for our customers, adversely affecting our and our customers’ businesses, assets, revenues, brands and reputations, disrupting our operations and resulting in penalties, fines, litigation, regulatory proceedings, regulatory investigations, remediation efforts, indemnification expenditures, increased insurance premiums, reputational harm, negative publicity, lost revenues and/or other potential liabilities, in each case depending on the nature of the information disclosed.

The techniques employed to gain unauthorized, improper or illegal access to our systems, data, or customers' data—such as disabling or degrading services or sabotaging systems—are constantly evolving.

These techniques have become increasingly complex and sophisticated, can be challenging to detect quickly and are often not recognized until actively deployed against a target.

Also, the development and proliferation of AI/ML in addition to other related technologies, may increase our exposure to cyber-attacks and other cybersecurity risks by providing third parties with enhanced capabilities to breach our systems, and may require us to spend additional resources to further strengthen our defenses against such threat.

While we may not initially assess some of these issues as material and may address them promptly, there is no guarantee that such incidents will not result in significant legal, financial or reputational harm, including government inquiries, enforcement actions, litigation and negative publicity.

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Efforts to address undesirable activities on our platform may also increase the risk of retaliatory attacks.

The laws and regulations relating to personal data are constantly evolving as governments continue to adopt new measures addressing data privacy and processing (including collection, storage, transfer, disposal and use) of personal data.

Additionally, any actual or perceived breach of such laws or regulations, including due to vulnerabilities or data breaches, may subject us to investigations and claims and may lead to administrative, civil or criminal liability, as well as reputational harm to our Company and our employees.

We could also be required to fundamentally change our business activities and practices, or modify our products and services, which could have an adverse effect on our business.

We expect to allocate significant additional resources to prevent security or privacy breaches and to address issues caused by any breaches.

In the event of a personal data breach, we may be required to notify the relevant authorities (including central banks and other regulators overseeing our fintech operations) and/or the affected individuals.

The use of AI/ML, including potential inadvertent disclosure of confidential information or personal data, could also lead to legal and regulatory investigations and enforcement actions, or may give rise to specific obligations, including required notices, consents and opt-outs, under various data privacy, protection and cybersecurity laws and regulations in a number of jurisdictions.

Additionally, remediation efforts may not be successful and could result in interruptions, delays or cessation of service, unfavorable publicity, damage to our reputation, customer allegations of breach-of-contract, possible litigation, and loss of existing or potential customers that may impede our sales or other critical functions.

While we maintain certain insurance policies, we do not carry insurance that reimburses us for losses caused by security breaches.

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Risks related to doing business in Latin America

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Because we conduct our business outside the U.S.

and receive almost all of our revenues in currencies other than the U.S.

and receive almost all of our revenues and financial income in currencies other than the U.S.

dollar, but report our results in U.S.

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dollars upon consolidation.

dollar weakens against foreign currencies, as has occurred in some years, the translation of these foreign-currency-denominated transactions will result in increased net revenues, operating expenses, and net income.

Similarly, our net revenues, operating expenses, and net income will decrease if the U.S.

Similarly, our net revenues and financial income, operating expenses, and net income will decrease if the U.S.

dollar strengthens against the foreign currencies of countries in which we operate.

For the year ended December 31, 2024, 54.9% of our net revenues was denominated in Brazilian Real, 22.4% in Mexican Pesos and 18.4% in Argentine Pesos.

For the year ended December 31, 2024, Brazil’s exchange rate against the U.S.

dollar increased 27.9%.

For the year ended December 31, 2025, 52.6% of our net revenues and financial income was denominated in Brazilian Real, 22.4% in Mexican Pesos and 20.6% in Argentine Pesos.

Certain of our subsidiaries may be subject to exchange control regulations that might restrict their ability to convert local currencies into U.S.

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and ix) limitations on the ability of certain stockholders to enter into certain business combinations with us, as provided under Section 203 of the Delaware General Corporation Law.

We may require additional capital in the future, and this additional capital may not be available on acceptable terms or at all

We may need to raise additional funds in order to fund more rapid expansion (organically or through strategic acquisitions), to develop new or enhanced services or products, to respond to competitive pressures or to acquire complementary products, businesses or technologies.

If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution and the securities that we issue may have rights, preferences and privileges senior to those of our common stock.

Additional financing may not be available on terms favorable to us or at all.

If adequate funds are not available or are not available on acceptable terms, we may not be able to fund our expansion, take advantage of unanticipated acquisition opportunities, develop or enhance services or products or respond to competitive pressures.

These inabilities could have a material adverse effect on our business, results of operations and financial condition.

Shares eligible for future sale may cause the market price of our common stock to drop significantly, even if our business is doing well

The market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market in the future or the perception that these sales could occur.

These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

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In the future, we may issue securities in connection with investments and acquisitions.

The amount of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then outstanding common stock.

We cannot guarantee that any share repurchase program will be fully consummated or will enhance stockholder value, and share repurchases could increase the volatility of our stock prices and diminish our cash reserves

From time to time, we engage in share repurchases of our common stock in accordance with authorizations from our board of directors.

Our repurchase programs may not require us to repurchase any specific required dollar amount or number of shares.

Further, our repurchases could affect our share trading prices, increase their volatility, reduce our cash reserves and may be suspended or terminated at any time, which may result in a decrease in the trading of our stock.

As of December 31, 2024, we did not have an active share repurchase program.

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What changed 10-K

Item 1A. Risk Factors