What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-21 · 679 added, 727 removed, 1892 unchanged (43% of the section changed)

12 unchanged sentences

(member of Ernst & Young Global Limited), an independent registered public accounting firm, as stated in their report which appears in Item 15(a) of this Annual Report on Form 10-K.

68 | MercadoLibre, Inc.

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting as defined in Exchange Act Rule 13a-15(f) that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

65 | MercadoLibre, Inc.

T able of Contents

Inherent limitations on effectiveness of controls

10 unchanged sentences

Rule 10b5-1 Trading Plans

During the three months ended December 31, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

During the three-month period ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

8 unchanged sentences

66 | MercadoLibre, Inc.

T able of Contents

The following table presents information as of December 31, 2025 with respect to equity compensation plans under which shares of the Company’s common stock are authorized for issuance:

4 unchanged sentences

Equity compensation plans approved by security holders (1)

192 $0.00 988,833

Total 192 $0.00 988,833

(1) Represents our Amended and Restated 2009 Equity Compensation Plan which was approved by our stockholders on June 10, 2019.

(2) The securities listed in this column (a) represent 192 shares of the Company’s common stock issuable upon vesting of restricted stock units ("RSUs").

(3) Securities listed in column (a) are RSUs which have no exercise price.

(4) Pursuant to SEC guidance, this table does not reflect grants of restricted stock made pursuant to our Amended and Restated 2009 Equity Compensation Plan.

3 unchanged sentences

The Amended and Restated 2009 Plan provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, to our employees and non-qualified stock options, restricted stock and other equity-based or equity-related awards to our employees, directors, officers and managers.

Incentive stock options and non-qualified stock options are referred to as “stock options” and together with restricted stock and all other awards are referred to as “awards”.

Incentive stock options and non-qualified stock options are referred to as “stock options” and together with restricted stock and all other awards, as “awards”.

As of December 31, 2025, there were no outstanding stock options to purchase shares of common stock under the Amended and Restated 2009 Plan.

15 unchanged sentences

67 | MercadoLibre, Inc.

T able of Contents

If a stock option expires or is terminated or canceled without having been exercised, it shall become null and void and of no further force and effect.

19 unchanged sentences

Other awards.

The administrator of the Amended and Restated 2009 Plan may grant additional equity-based or equity-related awards in such amounts and on such terms as it shall determine, subject to the terms and conditions set forth in the Amended and Restated 2009 Plan.

The administrator of the Amended and Restated 2009 Plan may grant additional equity-based or equity-related awards, including RSUs, in such amounts and on such terms as it shall determine, subject to the terms and conditions set forth in the Amended and Restated 2009 Plan.

Each such award shall be denominated in, or shall have a value determined by reference to, a number of shares that is specified at the time of the grant of the award.

7 unchanged sentences

68 | MercadoLibre, Inc.

T able of Contents

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

13 unchanged sentences

69 | MercadoLibre, Inc.

T able of Contents

EXHIBIT INDEX

8 unchanged sentences

10-K February 27, 2009

4.02 Description of Securities.

4.03 Form of Global Note representing the Registrant’s 3.125% Notes due 2031.

8-K January 14, 2021

4.04 Form of Global Note representing the Registrant’s Notes 4.900% Notes due 2033.

8-K December 9, 2025

4.05 Indenture, dated January 14, 2021, between MercadoLibre, Inc., MercadoLibre S.R.L., Ibazar.com Atividades de Internet Ltda., eBazar.com.br Ltda., Mercado Envios Servicos de Logistica Ltda., MercadoPago.com Representações Ltda., MercadoLibre Chile Ltda., MercadoLibre, S.

8 unchanged sentences

8-K January 14, 2021

4.04 Form of Global Note representing the Registrant’s 2.375% Sustainability Notes due 2026.

8-K January 14, 2021

4.05 Form of Global Note representing the Registrant’s 3.125% Notes due 2031.

8-K January 14, 2021

4.06 Description of Securities.

10-K February 23, 2022

4.07 Second Supplemental Indenture, dated October 27, 2021 among MP Agregador, S.

2 unchanged sentences

10-K February 23, 2022

10.01 Form of Indemnity Agreement entered into by the Registrant with each of its directors and executive officers.

10-K February 14, 2020

4.08 Third Supplemental Indenture, dated May 2, 2025, among MPFS, S.

de C.V., MercadoLibre, Inc.

and The Bank of New York Mellon, as Trustee.

4.09 Fourth Supplemental Indenture, dated December 9, 2025, between MercadoLibre, Inc., MercadoLibre S.R.L., eBazar.com.br Ltda., Mercado Pago Instituição de Pagamento Ltda, DeRemate.com de México, S.

de C.V., MPFS, S.

de C.V., MP Agregador, S.

de C.V., MercadoLibre Chile Ltda.

and MercadoLibre Colombia Ltda.

and The Bank of New York Mellon, as trustee.

8-K December 9, 2025

10.01 Management Incentive Bonus Plan of the Registrant.

S-1/A July 13, 2007

10.02 Form of Indemnity Agreement entered into by the Registrant with each of its directors and executive officers.

10-K February 14, 2020

10.03 Amended and Restated 2009 Equity Compensation Plan.

DEF 14A April 26, 2019

10.04 Form of MercadoLibre, Inc.

Amended and Restated 2009 Equity Compensation Plan Restricted Stock Award Agreement.

10-Q August 5, 2025

10.05 Form of Independent Director Restricted Stock Unit Award Agreement.

10-Q October 30, 2025

10.06 MercadoLibre, Inc.

2025 Non-Employee Director Deferred Compensation Plan.

10-Q October 30, 2025

10.07 Restricted Stock Agreement, dated April 8, 2022, between MercadoLibre, Inc and Stelleo Pasos Tolda.

10-Q May 6, 2022

10.08 Amended and Restated 2019 Long-Term Retention Program.

13 unchanged sentences

8-K April 23, 2024

10.09 Amended and Restated 2009 Equity Compensation Plan.

DEF 14A April 26, 2019

10.10 Form of Independent Director Restricted Stock Award Agreement.

10-Q November 4, 2022

10.14 MercadoLibre, Inc.

2025 Long Term Retention Program.

8-K April 18, 2025

10.15 Amended and Restated Revolving Credit Agreement, dated September 27, 2024, among MercadoLibre, Inc., as borrower, the lenders party thereto, Citibank, N.A., as administrative agent, and MercadoLibre S.R.L., Ebazar.com.br Ltda., Mercado Pago Instituição de Pagamento Ltda., DeRemate.com de Mexico S.

3 unchanged sentences

8-K October 1, 2024

10.12 Restricted Stock Agreement, dated April 8, 2022, between MercadoLibre, Inc and Stelleo Pasos Tolda.

10-Q May 6, 2022

10.16 Amendment No.

1 to the Amended and Restated Revolving Credit Agreement, dated September 12, 2025, among MercadoLibre, Inc., as borrower, the lenders party thereto, Citibank, N.A., as administrative agent, and MercadoLibre S.R.L., Ebazar.com.br Ltda., Mercado Pago Instituição de Pagamento Ltda, DeRemate.com de Mexico S.

de C.V., MPFS, S.

de C.V., MP Agregador, S.

de C.V., MercadoLibre Chile Ltda., and MercadoLibre Colombia Ltda.

as guarantors.

September 16, 2025

70 | MercadoLibre, Inc.

T able of Contents

Exhibit Number Exhibit Description Filed (*) or Furnished (**)

Herewith Incorporated by Reference

Exhibit Number Exhibit Description Filed (*) or Furnished (**)

Herewith Form Filing Date

19 Insider Trading Policy.

21.01 List of Subsidiaries.

22.01 List of Subsidiary Guarantors for the Registrant’s 2.375% Sustainability Notes due 2026 and 3.125% Notes due 2031.

10-K February 21, 2025

23.01 Consent of Pistrelli, Henry Martin y Asociados S.A., Independent Registered Public Accounting Firm on Form S-8.

21 List of Subsidiaries.

22 List of Subsidiary Guarantors for the Registrant’s 3.125% Notes due 2031 and 4.900% Notes due 2033.

23 Consent of Pistrelli, Henry Martin y Asociados S.A., Independent Registered Public Accounting Firm on Forms S-3 and S-8.

31.01 Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

6 unchanged sentences

10-K February 23, 2024

73 | MercadoLibre, Inc.

Exhibit Number Exhibit Description Filed (*) or Furnished (**)

Herewith Incorporated by Reference

Form Filing Date

101 The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL:

2 unchanged sentences

71 | MercadoLibre, Inc.

T able of Contents

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MERCADOLIBRE, INC.

/s/ Marcos Galperin

Marcos Galperin

/s/ Ariel Szarfsztejn

Ariel Szarfsztejn

President and Chief Executive Officer

4 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

72 | MercadoLibre, Inc.

T able of Contents

Signature Title Date

/s/ Marcos Galperin President, Chief Executive Officer (Principal Executive Officer) and Director

/s/ Ariel Szarfsztejn

President and Chief Executive Officer (Principal Executive Officer)

February 25, 2026

Marcos Galperin

Ariel Szarfsztejn

/s/ Martín de los Santos Executive Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

1 unchanged sentence

Martín de los Santos

/s/ Marcos Galperin Executive Chairman and Director February 25, 2026

Marcos Galperin

/s/ Stelleo Tolda

10 unchanged sentences

Henrique Dubugras

/s/ Andrea Mayumi Petroni Merhy Director February 21, 2025

Andrea Mayumi Petroni Merhy

/s/ Martin Lawson Director February 25, 2026

Martin Lawson

/s/ Richard Sanders Director February 25, 2026

1 unchanged sentence

73 | MercadoLibre, Inc.

T able of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

3 unchanged sentences

(the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

27 unchanged sentences

74 | MercadoLibre, Inc.

T able of Contents

How we addressed the matter in our audit

2 unchanged sentences

We also tested the controls over the completeness and accuracy of the data used in the calculation.

To test the CECL estimate, our audit procedures included, among others, involving our credit risk modelling specialists to assist us in assessing the methodology and significant assumptions used by management, including definition of default, portfolio segmentation and the key inputs identified above that were used for loss given default.

We have also performed independent recalculations to test the mathematical accuracy of management’s model and assessed the adequacy of the CECL estimate financial statement disclosures.

5 unchanged sentences

75 | MercadoLibre, Inc.

T able of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

26 unchanged sentences

76 | MercadoLibre, Inc.

T able of Contents

MercadoLibre, Inc.

2 unchanged sentences

dollars, except par value)

2024 2023 (1)

Current assets:

10 unchanged sentences

Long-term investments 1,764 1,203

Credit card receivables and other means of payments, net 153 —

Loans receivable, net of allowances of $ 86 and $ 48 (Note 5)

29 unchanged sentences

Additional paid-in capital 1,771 1,770

Treasury stock ( 311 ) ( 310 )

Treasury stock, 225,931 and 225,474 shares

( 312 ) ( 311 )

Retained earnings 5,809 3,812

2 unchanged sentences

Total liabilities and equity $ 42,667 $ 25,196

(1) Recast for consistency due to the adoption of Staff Accounting Bulletin No.

Please refer to Note 2 – Summary of significant accounting policies - Recently Adopted Accounting Standards to our audited consolidated financial statements for further details.

The accompanying notes are an integral part of these audited consolidated financial statements.

77 | MercadoLibre, Inc.

T able of Contents

MercadoLibre, Inc.

18 unchanged sentences

Other income (expenses):

Interest income and other financial gains 148 135 44

Interest income and other financial gains, net 138 148 135

Interest expense and other financial losses ( 160 ) ( 165 ) ( 174 )

5 unchanged sentences

(1) Recast for consistency with the current presentation due to the change in the presentation of certain financial results.

Please refer to Note 2 – Summary of significant accounting policies - Change in the presentation of certain financial results and reclassification of prior years results to our audited consolidated financial statements for further details.

Please refer to Note 2 – Summary of significant accounting policies - Change in the presentation of certain financial results and reclassification of 2023 results to our audited consolidated financial statements for further details.

Year Ended December 31,

2025 2024 2023

Basic earning per share

Basic earnings per share

Basic net income available to shareholders per common share $ 39.40 $ 37.69 $ 19.64

Weighted average of outstanding common shares 50,697,299 50,697,428 50,262,302

Diluted earning per share

Diluted earnings per share

Diluted net income available to shareholders per common share $ 39.40 $ 37.69 $ 19.46

2 unchanged sentences

78 | MercadoLibre, Inc.

T able of Contents

MercadoLibre, Inc.

5 unchanged sentences

Net income $ 1,997 $ 1,911 $ 987

Other comprehensive (loss) income, net of income tax:

Other comprehensive income (loss), net of tax:

Currency translation adjustment 419 ( 640 ) 178

1 unchanged sentence

Tax expense on unrealized gains on investments ( 1 ) ( 1 ) —

Unrealized gains (losses) on hedging activities 15 ( 13 ) ( 33 )

Tax (expense) benefit on unrealized gains (losses) on hedging activities ( 5 ) 2 9

Reclassification adjustment for gains (losses) on hedging activities included in cost of net revenues and financial expenses, interest expense and other financial losses and foreign currency losses, net 3 ( 11 ) ( 20 )

Reclassification adjustment for estimated tax (expense) benefit on unrealized gains (losses) ( 1 ) 4 6

Total other comprehensive (loss) income, net of income tax ( 630 ) 174 51

Unrealized (losses) gains on hedging activities ( 67 ) 15 ( 13 )

Tax benefit (expense) on unrealized (losses) gains on hedging activities 21 ( 5 ) 2

Reclassification adjustment for (losses) gains on hedging activities included in cost of net revenues and financial expenses, Product and technology development expenses, interest expense and other financial losses and foreign currency losses, net ( 32 ) 3 ( 11 )

Reclassification adjustment for estimated tax benefit on unrealized gains (losses) 11 ( 1 ) 4

Total other comprehensive income (loss), net of tax 400 ( 630 ) 174

Total comprehensive income $ 2,397 $ 1,281 $ 1,161

1 unchanged sentence

79 | MercadoLibre, Inc.

T able of Contents

MercadoLibre, Inc.

10 unchanged sentences

Balance as of December 31, 2022 Restated 50 $ — $ 2,309 $ ( 931 ) $ 914 $ ( 464 ) $ 1,828

Common Stock repurchased — — — ( 147 ) — — ( 147 )

Stock-based compensation — restricted shares issued — — 1 ( 1 ) — — —

Shares granted — — — 7 — — 7

Net income — — — — 482 — 482

Other comprehensive Income — — — — — 51 51

Balance as of December 31, 2022 50 $ — $ 2,309 $ ( 931 ) $ 913 $ ( 464 ) $ 1,827

Changes in accounting standards — — — — 1 — 1

Balance as of December 31, 2022 Restated 50 $ — $ 2,309 $ ( 931 ) $ 914 $ ( 464 ) $ 1,828

Capped call settlement — — 412 ( 412 ) — — —

9 unchanged sentences

Balance as of December 31, 2024 50 $ — $ 1,770 $ ( 311 ) $ 3,812 $ ( 920 ) $ 4,351

(1) As of December 31, 2024 the Company he ld 225,474 shares as treasury stock.

Stock-based compensation — restricted shares issued — — 1 — — — 1

Common Stock repurchased — — — ( 1 ) — — ( 1 )

Net income — — — — 1,997 — 1,997

Other comprehensive income — — — — — 400 400

Balance as of December 31, 2025 50 $ — $ 1,771 $ ( 312 ) $ 5,809 $ ( 520 ) $ 6,748

The accompanying notes are an integral part of these audited consolidated financial statements.

80 | MercadoLibre, Inc.

T able of Contents

MercadoLibre, Inc.

7 unchanged sentences

Adjustments to reconcile net income to net cash provided by operating activities:

Impairment of equity securities held at cost 19 — —

Equity in earnings of unconsolidated entity — — ( 3 )

Unrealized foreign currency losses, net 457 286 487

Impairment of digital assets — — 12

Depreciation and amortization 818 617 524

Accrued interest and financial income ( 415 ) ( 311 ) ( 166 )

Accrued interest, financial income and other revenues ( 1,216 ) ( 415 ) ( 311 )

Non cash interest expense and amortization of debt issuance costs and other charges 396 114 113

6 unchanged sentences

Changes in assets and liabilities:

Accounts receivable ( 157 ) ( 92 ) ( 71 )

Credit card receivables and other means of payments ( 2,530 ) ( 1,321 ) ( 1,084 )

Receivables ( 1,508 ) ( 2,687 ) ( 1,413 )

Inventories ( 235 ) ( 113 ) ( 69 )

4 unchanged sentences

Other liabilities 145 75 80

Operating lease liabilities ( 408 ) ( 189 ) ( 168 )

Interest received from investments 584 229 255

4 unchanged sentences

Payments for acquired businesses, net of cash acquired — ( 6 ) —

Receipts from settlements of derivative instruments 29 — 1

Proceeds from settlements of derivative instruments 3 29 —

Payments from settlements of derivative instruments ( 91 ) ( 14 ) ( 58 )

Changes in loans receivable, net ( 6,659 ) ( 4,688 ) ( 2,047 )

Investments of property and equipment and intangibles assets ( 860 ) ( 509 ) ( 455 )

Investments in property and equipment, intangible assets and intangible assets at fair value ( 1,343 ) ( 860 ) ( 509 )

Proceeds from sales of intangible assets at fair value 75 — —

Net cash used in investing activities ( 6,179 ) ( 8,287 ) ( 3,450 )

6 unchanged sentences

Effect of exchange rate changes on cash, cash equivalents, restricted cash and cash equivalents ( 3 ) ( 739 ) ( 938 )

Net increase (decrease) in cash, cash equivalents, restricted cash and cash equivalents 851 485 ( 285 )

Net increase in cash, cash equivalents, restricted cash and cash equivalents 8,838 851 485

Cash, cash equivalents, restricted cash and cash equivalents, beginning of the year 4,699 3,848 3,363

2 unchanged sentences

81 | MercadoLibre, Inc.

T able of Contents

MercadoLibre, Inc.

14 unchanged sentences

Contingent considerations and escrows from acquired business — 4 —

Investments in intangible assets not paid 20 — —

The accompanying notes are an integral part of these audited consolidated financial statements.

4 unchanged sentences

MercadoLibre, Inc.

(“MercadoLibre”, and together with its consolidated entities, the “Company”) was incorporated in the state of Delaware, in the U.S., in October 1999.

(“MercadoLibre”, and together with its consolidated entities, the “Company”) was incorporated in the state of Delaware, in the United States of America (“U.S.”), in October 1999.

MercadoLibre is the largest online commerce and fintech ecosystem in Latin America.

2 unchanged sentences

Through Mercado Pago, the fintech platform, MercadoLibre offers a comprehensive set of financial technology services to users of its e-commerce platform, and to users outside of its e-commerce platform.

These services include loans and credit cards, yield on funds deposited into accounts, payments, savings, investments, insurtech, crypto buy, hold & sell and processing services for online, in-store and QR payments.

Through Mercado Envios, MercadoLibre facilitates the shipping of goods from the Company and sellers to buyers.

through the advertising products, MercadoLibre facilitates advertising services for large retailers and brands to promote their products and services on the web;

through Mercado Shops, MercadoLibre allows users to set-up, manage, and promote their own online web-stores under a subscription-based business model;

through the lending solution, MercadoLibre extends loans to certain merchants and consumers;

and through Mercado Fondo, MercadoLibre allows users to invest funds deposited in their Mercado Pago accounts.

Mercado Ads facilitates advertising services for sellers and brands to promote their products and services within and outside the Company’s ecosystem.

Mercado Shops allows users to set-up, manage, and promote their own online web-stores under a subscription-based business model.

As of December 31, 2025, MercadoLibre, through its wholly-owned subsidiaries, operated online e-commerce platforms directed towards Argentina, Brazil, Chile, Colombia, Costa Rica, Dominican Republic, Ecuador, Peru, Mexico, Panama, Honduras, Nicaragua, El Salvador, Uruguay, Bolivia, Guatemala, Paraguay and Venezuela.

5 unchanged sentences

Investments in entities where the Company holds joint control, but not control, over the investee are accounted for using the equity method of accounting.

As of December 31, 2024, the Company had no investments where it has the ability to exercise joint control.

As of December 31, 2025 and 2024, the Company had no investments where it has the ability to exercise joint control.

These audited consolidated financial statements are stated in U.S.

4 unchanged sentences

The presentation of certain prior year figures has been modified to conform to the current year presentation.

Also, see below section "Change in the presentation of certain financial results and reclassification of prior years results" for information regarding the change in the presentation of the statements of income and section Recently Adopted Accounting Standards of this note for other changes.

See below section "Change in the presentation of certain financial results and reclassification of 2023 results" for information regarding the change in the presentation of the statements of income.

Variable Interest Entities (VIEs)

2 unchanged sentences

The Company is considered to be the primary beneficiary of a VIE when it has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE.

See Note 21 – Securitization transactions of these audited consolidated financial statements for additional detail on the VIEs used for securitization purposes.

Change in the presentation of certain financial results and reclassification of prior years results

See Note 3 – Cash, cash equivalents, restricted cash and cash equivalents and investments and Note 19 – Securitization transactions of these audited consolidated financial statements for further details on the VIEs.

Change in the presentation of certain financial results and reclassification of 2023 results

Change in the presentation of certain financial results

Mercado Pago Fintech platform operations have significantly evolved during the last several years, not only because of the increase in the volume of transactions but also as a result of transitioning from being a non-regulated business to a regulated business, subject to the oversight of central banks and other regulators in the various countries in which the Company operates (refer to Note 3 – Fintech Regulations for further details).

Many of the regulations to which the Company is subject require the Company, among other things, to maintain liquidity reserves to guarantee the funds on users’ account balances in their Mercado Pago digital accounts.

7 unchanged sentences

As a result, these Mercado Pago’s funds, together with the financing activities, have generated a significant volume of interest income and other financial gains and interest expenses and other financial losses, respectively.

The Company believes that these regulatory trends and related activities will continue and, therefore, with the goal of creating a better measure of the performance of the Company, the Company decided to reclassify and present certain financial results from “Other income (expenses)” to “Net services revenues and financial income” and “Cost of net revenues and financial expenses,” in the statement of income, starting January 1, 2024 and for all prior periods presented.

The reclassified financial results are related to activities that are needed or mandatory for Mercado Pago’s operations, and consist of:

2 unchanged sentences

■ gains and losses of derivatives hedging risks related to Mercado Pago’s activities.

Reclassification of prior years results

Reclassification of 2023 results

According to the Accounting Standards Codification (“ASC”) 205, Presentation of Financial Statements, the Company should present in a consistent manner all periods presented within the accompanying audited consolidated financial statements.

Therefore, prior years balances have been reclassified for consistency with the current presentation.

Therefore, 2023 results have been reclassified for consistency with the current presentation.

This reclassification did not have an impact on previously reported net income, earnings per share, retained earnings or other components of equity or total equity.

The following table, recast for the changes summarized above, presents statement of income line items affected by the revisions and reclassifications of previously reported financial statements, detailing amounts previously reported, the impact upon those line items due to reclassifications and amounts as currently revised within the financial statements:

84 | MercadoLibre, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

For the Year Ended December 31, 2023 For the Year Ended December 31, 2022

As reported Reclassification Recast As reported Reclassification Recast

(In millions) (In millions)

For the Year Ended December 31, 2023

As reported Reclassification Recast

(In millions)

Net service revenues and financial income $ 12,983 $ 634 $ 13,617

11 unchanged sentences

Other income (expenses):

Interest income and other financial gains 723 ( 588 ) 135 265 ( 221 ) 44

Interest income and other financial gains, net 723 ( 588 ) 135

Interest expense and other financial losses ( 378 ) 204 ( 174 )

4 unchanged sentences

Net income $ 987 $ — $ 987

Furthermore, the following tables, recast for the changes summarized above, present net revenues per reporting segment (which have been disaggregated by similar products and services), detailing amounts previously reported, the impact upon those line items due to reclassifications and amounts as currently revised within the financial statements for the years ended December 31, 2023 and 2022:

85 | MercadoLibre, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

Year Ended December 31, 2023

As reported Brazil Mexico Argentina Other countries Total

(In millions)

Commerce services $ 3,655 $ 1,653 $ 1,036 $ 410 $ 6,754

Commerce products sales 857 326 225 39 1,447

Total commerce revenues 4,512 1,979 1,261 449 8,201

Fintech services 1,910 296 1,292 185 3,683

Credit revenues 1,155 699 684 8 2,546

Fintech products sales 18 11 3 11 43

Total fintech revenues 3,083 1,006 1,979 204 6,272

Total net revenues $ 7,595 $ 2,985 $ 3,240 $ 653 $ 14,473

Year Ended December 31, 2023

Reclassification Brazil Mexico Argentina Other countries Total

(In millions)

Financial services and income $ 226 $ 86 $ 310 $ 12 $ 634

Total fintech revenues 226 86 310 12 634

Net revenues and financial income $ 226 $ 86 $ 310 $ 12 $ 634

Year Ended December 31, 2023

Recast Brazil Mexico Argentina Other countries Total

(In millions)

Commerce services $ 3,655 $ 1,653 $ 1,036 $ 410 $ 6,754

Commerce products sales 857 326 225 39 1,447

Total commerce revenues 4,512 1,979 1,261 449 8,201

Financial services and income 2,136 382 1,602 197 4,317

Credit revenues 1,155 699 684 8 2,546

Fintech products sales 18 11 3 11 43

Total fintech revenues 3,309 1,092 2,289 216 6,906

Net revenues and financial income $ 7,821 $ 3,071 $ 3,550 $ 665 $ 15,107

Year Ended December 31, 2023

9 unchanged sentences

Total net revenues $ 7,595 $ 2,985 $ 3,240 $ 653 $ 14,473

88 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Year Ended December 31, 2023

20 unchanged sentences

Actual results could differ from those estimates.

86 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Cash and cash equivalents

7 unchanged sentences

See Note 9 – Fair value measurement of assets and liabilities of these audited consolidated financial statements for further details.

Time deposits are valued at amortized cost plus accrued interest.

Time deposits and foreign debt securities are valued at amortized cost plus accrued interest.

Corporate debt securities classified as available-for-sale are recorded at fair value.

Unrealized gains and losses on available-for-sale securities are reported as a component of accumulated other comprehensive loss, net of the related tax provisions or benefits.

Investments in equity securities without a readily determinable fair value are held at cost less impairment.

89 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

and foreign government debt securities (including Central Bank of Brazil and Central Bank of Uruguay mandatory guarantees) are valued at fair value.

Investments in equity securities are recorded at fair value, except for those without a readily determinable fair value that are held at cost less impairment.

and foreign government debt securities are valued at fair value.

See Note 9 – Fair value measurement of assets and liabilities of these audited consolidated financial statements for further details.

10 unchanged sentences

Credit card receivables and other means of payments, net

Credit card receivables and other means of payments mainly relate to the Company’s payments solution and arise due to the time taken to clear transactions through external payment networks either during the time required to collect the installments (which may be one or more than one installment) or during the period of time until those credit card receivables are sold to financial institutions.

Credit card receivables and other means of payments mainly relate to the Company’s payments solution and arise due to the time taken to clear transactions through payment networks either during the time required to collect the installments (which may be one or more than one installment) or during the period of time until those credit card receivables are sold to financial institutions.

Also, the Company has arrangements with some unaffiliated entities under which MercadoLibre users are able to fund their Mercado Pago accounts by depositing an equivalent amount with the unaffiliated entity.

6 unchanged sentences

Loans receivable represent credits granted to certain merchants and consumers through the Company’s own lending solution.

Merchant and consumers credits are repaid in a period ranging between 7 days and 60 months.

Loans are granted with repayment terms ranging from 7 days and 60 months.

87 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Loans receivable are reported at amortized cost, which includes outstanding principal balances plus estimated collectible interest, net of allowance for doubtful accounts.

Past due are those loans where customers have failed to make payments in accordance with the contractual terms of their loans.

The Company places loans on non-accrual status at 90 days past due, except for credit card loans which are placed on non-accrual status 60 to 65 days past due.

The Company places loans on non-accrual status at 90 days past due.

Credit card loans in Mexico are placed on non-accrual status at 60 to 65 days past due and credit card loan in Brazil and Argentina are placed on non-accrual status at 90 to 95 days past due.

Interests related to loans on non-accrual status are recognized on cash-basis.

There are no loans receivable on non-accrual status for which there is no related allowance for doubtful accounts.

Allowances for doubtful accounts on loans receivable, accounts receivable and credit card receivables and other means of payments

3 unchanged sentences

The Company makes use of available information as of each period in which this estimate is developed and uses estimation methods according to the information available and the level of precision needed as certain balances and transactions become more significant over time following the Company’s strategy in connection of the launch and maturing of certain services offerings to its customers.

90 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

CECL estimate required a complex and high degree of Management’s judgment.

Information provided a wider series of historical data and the lending business showed a growth in related balances and transactions which led Management to continue enhancing the models used to develop this estimate.

CECL represents the present value of the uncollectible portion of the principal, interest, late fees, and other allowable charges.

CECL represents the present value of the uncollectible portion of the principal, interest, late fees, and other allowable balances.

The allowance for doubtful accounts is recorded as a charge to provision for doubtful accounts.

9 unchanged sentences

Each marginal monthly probability of default represents a different possible scenario of default.

However, for new products with limited historical information such as asset-backed loans, the Company is using a work-out approach for the estimation of the PD.

However, for new products with limited historical information such as asset backed loans, we estimate PDs using roll rates/transition, until sufficient history is available to migrate to fully empirical approaches.

The exposure at default is equal to the receivables’ expected outstanding principal, interest and other allowable balances.

The Company estimates the exposure at default that the portfolio of loans would have in each possible moment of default, meaning for each possible scenario mentioned above.

For credit cards loans the Company estimates an amortization scheme based on historical information.

For credit cards loans the Company estimates an amortization pattern based on historical information.

Also, for Brazilian credit cards loans the Company uses, as applicable, a one month credit conversion factor (“CCF”) estimated according to terms and conditions, considering the increase in the volume of credit cards portfolio.

4 unchanged sentences

The measurement of CECL is based on probability-weighted scenarios (probability of default for each month), in view of past events, current conditions and adjustments to reflect the reasonable and supportable forecast of future economic conditions.

When the Management considers that it is needed, the Company uses an expert credit judgment overlay to reflect factors not captured in the results produced by the CECL model.

The Company writes off loans receivable when the customer balance becomes 360 days past due.

88 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Accounts receivable

5 unchanged sentences

Management assesses balances for credit losses included in credit card receivables and other means of payments, based on a review of the average period for which the financial asset is held, credit ratings of the financial institutions and probability of default and loss given default models.

91 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

The Company did not recognize any material credit loss on the credit card receivables and other means of payments for the years ended December 31, 2025, 2024 and 2023.

Transfer of financial assets

4 unchanged sentences

When all the conditions are met, the Company derecognizes the corresponding financial asset from its consolidated balance sheets.

The gain arising from sales of credit card receivables, net of the costs recognized on sale of those credit card receivables, is $ 1,124 million and $ 1,246 million, for the years ended December 31, 2025 and 2024, respectively.

See Note 5 – Loans receivable, net of these audited consolidated financial statements for further details on the sales of loans receivables.

As of December 31, 2025 and 2024, Accounts payable and accrued expenses include $ 1,371 million and $ 898 million, respectively, related to the sale of credit card receivables from Mercado Libre S.R.L.

2 unchanged sentences

Concentration of credit risk

Cash and cash equivalents, restricted cash and cash equivalents, short-term and long-term investments, credit card receivables and other means of payments, accounts receivable and loans receivable are potentially subject to credit risk.

Cash and cash equivalents, restricted cash and cash equivalents, short-term and long-term investments, accounts receivable, credit card receivables and other means of payments and loans receivable are potentially subject to credit risk.

However, there are not significant concentrations of credit risk arising from these financial instruments.

1 unchanged sentence

Accounts receivable are derived from revenue earned from customers located internationally and are settled through customer credit cards, debit cards and Mercado Pago accounts, with the majority of accounts receivable collected upon processing of credit card transactions.

Due to the relatively small dollar amount of individual accounts receivable and loans receivable, the Company generally does not require collateral on these balances.

Due to the relatively small dollar amount of individual accounts receivable and loans receivable, except for asset-backed loans, the Company generally does not require collateral on these balances.

During the years ended December 31, 2025 and 2024, no single customer accounted for more than 5% of net revenues and financial income.

1 unchanged sentence

Credit card receivables and other means of payments, net line of the consolidated balance sheets shows the Company’s credit exposure to not more than 10 entities in each of the countries where the Company offers its payments solution.

USD Coin (“USDC”) is accounted for as a financial instrument measured at fair value;

one USDC can be redeemed for one U.S.

dollar on demand from the issuer.

USDC balance is included in current other assets of the consolidated balance sheets.

Inventories, consisting of products and mobile point of sale (“MPOS”) devices available for sale, are accounted for using the weighted average price method, and are valued at the lower of cost or net realizable value.

1 unchanged sentence

Third-party sellers whose products are stored at the Company’s fulfillment centers, maintain the ownership of their inventories hence these products are not included in Company’s inventories balances.

89 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Property and equipment, net

14 unchanged sentences

The Company also elected to keep leases with an initial term of 12 months or less off of the balance sheet.

92 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

When the Company has the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that the Company will exercise the option, the Company considers the option in determining the classification and measurement of the lease.

8 unchanged sentences

Intangible assets consist of customer lists, trademarks, licenses and others, non-solicitation, non-compete agreements and hubs network acquired in business combinations and valued at fair value at the acquisition date.

Intangible assets with definite useful life are amortized over the period of estimated benefit to be generated by those assets and using the straight-line method;

Intangible assets with finite useful life are amortized over the period of estimated benefit to be generated by those assets and using the straight-line method;

their estimated useful lives range from three to twelve years .

2 unchanged sentences

Intangible assets at fair value

The Company accounts for its digital assets as indefinite-lived intangible assets, in accordance with ASC 350-60, Intangibles—Goodwill and Other—Crypto Assets.

The Company accounts for its digital assets, except for the USDC, as indefinite-lived intangible assets, in accordance with ASC 350-60, Intangibles—Goodwill and Other—Crypto Assets.

The Company has ownership of and control over its digital assets and uses third-party custodial services to store its digital assets.

2 unchanged sentences

The Company determines the fair value of its digital assets in accordance with ASC 820, Fair Value Measurement.

90 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Impairment of long-lived assets

14 unchanged sentences

The Company is subject to U.S.

and foreign income taxes.

(federal and state) and foreign income taxes.

The Company accounts for income taxes following the liability method of accounting which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities.

3 unchanged sentences

The Company’s income tax expense consists of taxes currently payable, if any, plus the change during the period in the Company’s deferred tax assets and liabilities.

93 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

A valuation allowance is recorded when, based on the available evidence, it is more likely than not that all or a portion of the Company’s deferred tax assets will not be realized.

12 unchanged sentences

and various foreign jurisdictions.

The material jurisdictions that are subject to examination by tax authorities primarily include Argentina (for tax year 2018 onwards), the U.S.

(for tax year 2021 onwards), Brazil and Mexico (for tax year 2019 onwards).

The material jurisdictions that are subject to examination by tax authorities primarily include the U.S.

(for tax year 2022 onwards), Argentina, Brazil and Mexico (for tax year 2020 onwards).

Tax incentives

2 unchanged sentences

The Company accounted for the tax benefit netting against cost of net revenues and financial expenses for $ 169 million, $ 103 million and $ 69 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Social Contribution on Gross Revenues

Meli Developers Brasil Ltda., a Brazilian wholly-owned subsidiary of the Company which provides IT services, has been granted access to the Social Contribution on Gross Revenues (“CPRB” according to its Portuguese acronym) Regime.

This regime was extended from December 31, 2023, to December 31, 2024.

The CPRB Regime comprised the payment of social security contributions at a 4.5% rate over the gross revenues, as opposed to 20% over the compensation paid to employees.

The Company accounted for the tax benefit netting against product and development technology expenses for $ 24 million, $ 24 million and $ 9 million for the years ended December 31, 2024, 2023 and 2022, respectively.

91 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Derivative financial instruments

13 unchanged sentences

Cash flows associated with the fair value hedges are included in cash flows from investing activities on the consolidated statements of cash flows.

94 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

The Company also uses future contracts to hedge the interest rate exposure of its asset-backed loan portfolio originated in Brazil.

7 unchanged sentences

Funds payable to customers relate to the Company’s digital account and are originated by the amounts due to users held by the Company.

Funds, net of any amount due to the Company by the user, are maintained in the user’s current account until withdrawal is requested by the user.

See Note 3 – Fintech Regulations of these audited consolidated financial statements for additional information on regulations over Mercado Pago business.

Funds, net of amounts due to the Company by the user when applicable, are maintained in the user’s current account until withdrawal is requested by the user.

Amounts payable due to credit and debit card transactions

11 unchanged sentences

See Note 15 – Long term retention program of these audited consolidated financial statements for more details.

92 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Meli Dólar liability

6 unchanged sentences

therefore, the Company uses the quoted market price of the common stock for purposes of determining the fair value of the treasury stock.

See Note 24 – Share repurchase program of these audited consolidated financial statements for further details.

Comprehensive income

Comprehensive income is comprised of two components, net income and other comprehensive (loss) income.

Comprehensive income is comprised of two components, net income and other comprehensive income (loss).

This last component is defined as all other changes in the equity of the Company that result from transactions other than with shareholders.

Other comprehensive (loss) income includes t he cumulative adjustment relating to the translation of the financial statements of the Company’s fo reign subsidiaries, unrealized gains and losses on investments classified as available-for-sale, on hedging activities and the corresponding tax effects.

Total comprehensive income for the years ended December 31, 2024, 2023 and 2022 amounted to $ 1,281 million, $ 1,161 million and $ 533 million, respectively.

95 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Other comprehensive income (loss) includes t he cumulative adjustment relating to the translation of the financial statements of the Company’s fo reign subsidiaries, unrealized gains and losses on investments classified as available-for-sale and hedging activities;

and the related tax effects.

Total comprehensive income for the years ended December 31, 2025, 2024 and 2023 amoun ted to $ 2,397 million, $ 1,281 million and $ 1,161 million, res pectively.

Foreign currency translation

14 unchanged sentences

dollar increased 41.0%, 27.7% and 356.3%, respectively.

The following table sets forth the assets, liabilities and net assets of the Company’s Argentine subsidiaries and consolidated VIEs, before intercompany eliminations, as of December 31, 2024 and December 31, 2023:

(In millions)

Assets $ 5,562 $ 3,298

Liabilities 4,181 1,878

Net assets $ 1,381 $ 1,420

The following table provides information relating to net revenues and financial income and direct contribution (see Note 10 – Segments of these audited consolidated financial statements for definition of direct contribution) for the years ended December 31, 2024, 2023 and 2022 of the Company’s Argentine subsidiaries and consolidated VIEs:

Year Ended December 31,

2024 2023 2022

(In millions)

Net revenues and financial income $ 3,818 $ 3,550 $ 2,575

Direct contribution 1,675 1,680 1,063

The average exchange rate for the years ended December 31, 2025, 2024 and 2023 was 1,244.51, 916.11 and 296.59, respectively, resulting in an increase of 35.8% and 208.9% for the years ended December 31, 2025 and 2024.

Argentine exchange regulations

Since the second half of 2019, the Argentine government instituted exchange controls restricting the ability of companies and individuals to exchange Argentine Pesos for foreign currencies and their ability to remit foreign currency out of Argentina.

In the second half of 2019, the Argentine government instituted exchange controls restricting the ability of companies and individuals to exchange Argentine Pesos for foreign currencies and their ability to remit foreign currency out of Argentina.

An entity’s authorization request to the Central Bank of Argentina (“CBA”) to access the official exchange market to make foreign currency payments may be denied depending on the circumstances.

4 unchanged sentences

dollars locally, or outside Argentina, by transferring the securities abroad, prior to being sold (the latter commonly known as “Blue Chip Swap Rate”).

Recently, the Blue Chip Swap Rate has diverged significantly from Argentina’s official exchange rate (commonly known as the exchange spread), being the Blue Chip Swap Rate has been higher than Argentina’s official exchange rate.

As of December 31, 2024 and 2023, the spread of the Blue Chip Swap was 14.7 % and 20.4 %, respectively (see Note 24 – Share repurchase program of these audited consolidated financial statements).

The Blue Chip Swap Rate diverged from Argentina’s official exchange rate (commonly known as the exchange spread).

As of December 31, 2024, the spread of the Blue Chip Swap was 14.7 %.

On April 11, 2025, the Argentine government announced a series of measures aimed at easing regulations related to access to the foreign exchange market.

Among other modifications, these measures included the establishment of floating bands (which started between $1,000 and $1,400 Argentine Pesos, a range that was updated at a rate of 1% per month until December 2025) within which the dollar exchange rate in the foreign exchange market may fluctuate, the elimination of foreign exchange restrictions applicable to individuals, the ability of companies to transfer dividends abroad to non-resident shareholders related to fiscal years beginning on or after January 1, 2025 and provide greater flexibility to make payments abroad for imports of goods and services.

Effective January 1, 2026, the floating bands are updated monthly in accordance with the most recently published monthly inflation rate.

On September 26, 2025, the CBA imposed a restriction that prohibits purchasing securities on the Argentina Stock Market that are to be settled in foreign currency for a period of 90 days following the purchase of foreign currency in the official exchange market.

As of December 31, 2025, the spread between the official exchange rate and the Blue Chip Swap Rate was 4.6 %.

93 | MercadoLibre, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

As part of the exchange controls, since 2019, the Argentine government imposes a tax on the acquisition of foreign currency through the official exchange market in certain circumstances.

On July 24, 2023, through the Executive Power Decree No.

377/2023, the Argentine government extended the application of this tax to the following cases:

(i) certain services acquired from abroad or services rendered by foreign residents in Argentina (i.e.

technical, legal, accounting, management, advertising, engineering, audiovisual services, among others), which will be subject to a 25% tax rate, (ii) freight and other transportation services for import and export of goods, which will be subject to a 7.5% tax rate;

and (iii) imported goods, which will be subject to a 7.5% tax rate, with certain exemptions (such as fuels and products of the basic food basket).

Later, the Decree No.

29/2023, modified the tax rate for the cases mentioned above under ii) and iii) from 7.5% to 17.5%.

On September 2, 2024, the Decree No.

777/2024 reestablished the tax rate for cases ii) and iii) mentioned above from 17.5% to 7.5%.

Finally, on December 18, 2024, the General Resolution 5,617/2024 confirmed that the maturity of this tax would not be prolonged and, therefore, it ceased to be valid as of December 23, 2024.

Revenue recognition

6 unchanged sentences

Revenues related to final value fees and flat fees are recognized at the time that the transaction is successfully concluded (which occurs when the marketplace transaction is confirmed right after processing the payment).

■ Revenues from shipping services are generated when a buyer elects to receive an item through the Company’s shipping service and the service is rendered to the customer.

■ Revenues from shipping services are generated when an item is delivered through our shipping service.

When the Company acts as an agent, revenues derived from the shipping services are recognized at the time the transaction is successfully concluded for third-party sales, and presented net of the transportation costs charged by third-party carriers.

6 unchanged sentences

Those fees are charged at the time the listing is uploaded onto the Company’s platform and are not subject to successful sale of the items listed.

■ Revenues from subscription services include fees associated with MELI+ memberships and third party digital content subscriptions, and are presented net of content providers costs.

Subscriptions are paid for at the time of or in advance of delivering the services.

Revenue from such arrangements is recognized over the subscription period.

Fintech transactions

■ Revenues from commissions the Company charges for transactions off-platform derived from the use of the Company’s payments solution or Mercado Pago, credit and debit cards, revenues from commissions the Company charges for its asset management product, and revenues derived from insurtech transactions, are recognized once the transaction is considered completed, when the payment is processed by the Company, net of rebates granted.

■ Revenues from commissions the Company charges for transactions off-platform derived from the use of the Company’s payments solution or Mercado Pago, credit and debit cards, revenues derived from insurtech transactions and revenues from commissions the Company charges for its asset management product are recognized once the transaction is considered completed, when the payment is processed by the Company, net of rebates granted.

As of December 31, 2025, the assets under administration of the Company related to mutual funds amount to $ 4,536 million.

The Company also earns revenues as a result of offering installments to its Mercado Pago users, either when the Company finances the transactions directly or when the Company sells the corresponding financial assets to financial institutions.

1 unchanged sentence

When the Company sells the corresponding financial assets to financial institutions, the result of such sale is accounted for as financing revenues net of financing costs at the time of transfer of the financial assets.

The aggregate gain included in “Financial services and income” revenues arising from financing transactions and sales of financial assets, net of the costs recognized on sale of credit card receivables, is $ 1,767 million, $ 1,440 million and $ 1,054 million, for the years ended December 31, 2024, 2023 and 2022, respectively.

■ Revenues from sale of mobile point of sale products are recognized when control of the good is transferred, which occurs upon delivery to the customer.

■ Revenues from interest earned on loans granted to merchants and consumers, and credit card transactions are recognized over the period of the loan and are based on effective interest rates.

The Company places loans on non-accrual status at 90 days past due, except for credit card loans which are placed on non-accrual status 60 to 65 days past due.

The Company places loans on non-accrual status at 90 days past due.

Credit card loans in Mexico are placed on non-accrual status at 60 to 65 days past due and credit card loan in Brazil and Argentina are placed on non-accrual status at 90 to 95 days past due.

■ Interest earned on cash and investments as part of Mercado Pago activities, net of interest gains pass through our Brazilian users in connection with our asset management product, are recognized over the period of the investment and are based on effective interest rates or changes in its fair value, depending on the valuation technique of the investment (please refer to sections "Cash and cash equivalents" and "Investments" for further details).

When more than one service is included in one single arrangement with the same customer, the Company recognizes revenue according to multiple element arrangements accounting, segregating the significant financing components, if any, distinguishing between each of the services provided, and allocating revenues based on their respective estimated selling prices.

94 | MercadoLibre, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

When more than one service is included in one single arrangement with the same customer, the Company recognizes revenue according to multiple element arrangements accounting, distinguishing between each of the services provided and allocating revenues based on their respective estimated selling prices.

Revenues recognized under ASC 606 “Revenue from contracts with customers” amounted to $ 20,335 million, $ 15,137 million and $ 10,487 million for the years ended December 31, 2025, 2024 and 2023, respectively.

5 unchanged sentences

See Note 5 – Loans receivable, net of these audited consolidated financial statements for information related to the allowance for doubtful accounts with respect to the Company’s loans receivable.

Contract liabilities from contracts with customers consists of fees received related to unsatisfied performance obligations at the end of the year in accordance with ASC 606.

Contract liabilities from contracts with customers consist of fees received related to unsatisfied performance obligations at the end of the year in accordance with ASC 606.

Due to the generally short-term duration of contracts, the majority of the performance obligations are satisfied in the following months.

Contract liabilities from contracts with customers as of December 31, 2024 was $ 77 million, of which substantially all was recognized as revenue during the year ended December 31, 2025.

As of December 31, 2024, total contract liabilities from contracts with customers recognized within current other liabilities was $ 77 million, mainly due to fees related to classified advertising services billed, subscriptions and loyalty programs, shipping services and inventory sales that are expected to be recognized as revenue in the coming months.

As of December 31, 2025, total contract liabilities from contracts with customers recognized within current other liabilities was $ 133 million, mainly due to fees related to classified advertising services billed, subscriptions, shipping services and inventory sales that are expected to be recognized as revenue in the coming months.

The Company’s subsidiaries in Brazil, Argentina and Colombia are subject to certain sales taxes which are classified as cost of net revenues and financial expenses and totaled $ 1,785 million, $ 1,367 million and $ 1,165 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Brazilian Tax Reform

Brazilian Tax Reform - Consumption taxation

In December 2023 the Brazilian National Congress approved a tax reform that will change the consumption taxation (goods and services), replacing ICMS (State tax) and ISS (Municipal tax) by IBS (Goods and Services Tax) and PIS/COFINS (Federal taxes) by CBS (Goods and Services Federal Tax).

Overall, IBS and CBS will have a single flat rate, around 28% according to current studies, full non-cumulative system (taxpayer full entitlement to recover taxes paid in the previous transactions), and a 7-year transition, starting in 2026.

Overall, IBS and CBS will have a single flat rate, around 28% according to preliminary estimates, full non-cumulative system (taxpayer full entitlement to recover taxes paid in the previous transactions), and a 7-year transition, starting in 2026.

Also, this change will simplify Brazilian tax legislation, which is expected to reduce tax litigation between taxpayers and the government.

3 unchanged sentences

In contrast, the transition for the IBS will occur starting in 2029, with an end date in 2033.

Starting 2026, there will be a change in the fiscal documents requiring the inclusion of the CBS and the IBS, both with nominal rates of 0.9% and 0.1%, respectively.

This inclusion will be strictly for informational purposes, meaning it will have no impact on tax payments.

Advertising costs

2 unchanged sentences

Advertising costs for the years ended December 31, 2025, 2024 and 2023 amounted to $ 1,690 million, $ 1,053 million and $ 787 million, respectively.

Earnings per share

Basic earnings per share for the Company’s common stock is computed by dividing net income for the year by the weighted average number of common shares outstanding during the year.

Basic and Diluted earnings per share figures have been calculated using non-rounded amounts.

In August 2018, the Company issued an aggregate principal amount of $ 880 million of 2.00 % Convertible Senior Notes due 2028 (“2028 Notes”) which were fully converted or redeemed in November 2023.

The conversion of these notes was included in the calculation for diluted earnings per share utilizing the “if converted” method for the year ending December 31, 2023 and was added an adjustment for assumed conversions of 744,558 shares.

The denominator for diluted net income per share for the year ended December 31, 2023 did not include any effect from the capped call transactions entered into by the Company with certain financial institutions with respect to shares of the Company’s common stock, which were settled on September 1, 2023, because it would be antidilutive.

For the year ended December 31, 2025, the weighted average of outstanding common shares for the diluted earnings per share includes the effect of 21 incremental shares of the Company's common stock issuable upon vesting of restricted stock units ("RSUs") granted to non-employee directors.

95 | MercadoLibre, Inc.

2 unchanged sentences

Recently Adopted Accounting Standards

On November 27, 2023, the FASB issued the Accounting Standard Update (“ASU”) 2023-07 “Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures”.

The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The guidance should be applied retrospectively to all prior periods presented in the financial statements.

Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption.

The Company adopted this guidance in the fourth quarter of 2024.

Please refer to Note 10 – Segments of these audited consolidated financial statements for additional information.

On January 23, 2025, the SEC issued the Staff Accounting Bulletin (“SAB”) No.

122 to rescind the interpretive guidance in SAB No.

121 regarding the accounting for obligations to safeguard crypto-assets that an entity holds for platform users.

122 is effective upon publication in the Federal Register and applies to entities on a fully retrospective basis in annual periods beginning after 15 December 2024.

The changes can be applied in any earlier interim or annual period included in filings after the effective date.

The Company adopted this guidance in the fourth quarter of 2024, removing both the “Customer crypto-assets safeguarding assets” and the “Customer crypto-assets safeguarding liabilities” line items from the consolidated balance sheets, with retrospective application (the amount of the related asset and liability as of December 31, 2023 arose to $ 34 million).

This adoption did not have an impact on previously reported net income, earnings per share, retained earnings or other components of equity or total equity.

Accounting Pronouncements Not Yet Adopted

On December 14, 2023, the FASB issued the ASU 2023-09 “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures”.

The amendments in this update provide more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information, requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction.

On December 14, 2023, the FASB issued the Accounting Standard Update (“ASU”) 2023-09 “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.” The amendments in this update provide more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information, requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction.

The other amendments in this update improve the effectiveness and comparability of disclosures by adding disclosures of pretax income (or loss) and income tax expense (or benefit) and removing disclosures that no longer are considered cost beneficial or relevant.

2 unchanged sentences

The guidance should be applied on a prospective basis while retrospective application is permitted.

The Company is assessing the effects that the adoption of this accounting pronouncement may have on its financial statements.

The Company adopted this guidance, applying the retrospective approach in the fourth quarter of 2025.

Please refer to Note 13 – Income taxes of these audited consolidated financial statements for additional information.

Accounting Pronouncements Not Yet Adopted

On November 4, 2024, the FASB issued the ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses”.

The amendments in this update improve financial reporting by requiring disclosure of additional information about certain costs and expenses in the notes to financial statements at interim and annual reporting, such as the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization included in each relevant expense caption;

Disaggregation of Income Statement Expenses.” The amendments in this update improve financial reporting by requiring disclosure of additional information about certain costs and expenses in the notes to financial statements at interim and annual reporting, such as the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization included in each relevant expense caption;

a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively;

3 unchanged sentences

The amendments should be applied either prospectively to financial statements issued for reporting periods after the effective date of this update or retrospectively to any or all prior periods presented in the financial statements.

The Company is assessing the effects that the adoption of this accounting pronouncement may have on its financial statements.

FINTECH REGULATIONS

New regulations issued by the Central Banks and other regulators of the countries where the Company operates its Fintech business are described below.

In March 2022, the Central Bank of Brazil announced new rules for payment institutions based on their size and complexity and raised standards for required capital.

The new framework, which was effective starting in July 2023 with full implementation by January 2025, will extend the application of the rule regarding proportionality of regulatory requirements (currently applicable to conglomerates of financial institutions) to financial conglomerates led by payment institutions.

The new rules require a gradual increase, between 2023 and 2025, in the regulatory capital requirements applicable to the Company’s regulated Brazilian subsidiaries based on the following schedule:

from July 2023 onwards, 6.75%, from January 2024 onwards, 8.75% and from January 2025 onwards, 10.50%.

On January 2, 2024, article 28 of Law 14,690 came into force, which caps the total amount that may be charged to a credit card holder in the form of interest and financial charges at the value of the original debt.

The BACEN also adopted rules in Resolution CMN N° 5,112 that provide guidance and define criteria for calculating the original value of the debt in card revolving and invoice financing operations.

To comply with the new regulation, we reduced the duration of the credit card invoice financing plans beginning in January 2024.

On June 28, 2024, Law No.

14,905 was enacted, modifying Decree No.

22,626, known as the "Lei da Usura".

The law came into force on August 28, 2024, resulting in operations undertaken with institutions authorized by the BACEN, such as Mercado Pago Instituição de Pagamento Ltda., no longer being subject to the previously imposed interest rate cap.

99 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

On May 18, 2023 and May 30, 2023, the CBA enacted new regulations establishing that (i) QR codes must be interoperable with credit card payments, effective as from May 1, 2024;

and (ii) digital wallets that allow credit card payments by reading QR codes must be interoperable, effective as from July 29, 2024.

These regulations also expanded the payment services providers (“PSP”) registry and established that certain entities that accept, acquire, aggregate or sub-acquire payments must be registered.

Under these regulations, MercadoLibre S.R.L.

was registered as a Payment Aggregator in the "Registry of Payment Service Providers" of the CBA on June 24, 2024 and as a Payment Accepter in the "Registry of Payment Service Providers" of the CBA on April 10, 2024.

Mercado Pago Servicios de Procesamiento S.R.L.

was registered as an Acquirer in the "Registry of Payment Service Providers" of the CBA on February 23, 2024.

On September 14, 2023, the CBA established that starting on December 1, 2023, DEBIN (debit immediate), the main and simple funding source of Mercado Pago users’ accounts, will be suspended and replaced with a pull transfer method that requires the consent of the client outside of Mercado Pago’s environment before the first use.

After several extensions of the application of the rule, on April 30, 2024, the CBA approved a new method of pull transfer that no longer requires the consent of the client outside of Mercado Pago’s environment.

On June 6, 2024, the CBA established that PSPOCP are no longer required to distribute the returns generated by their clients' funds.

However, financial institutions are still required to set up a reserve of 100% of the customer funds deposited by Mercado Pago and may invest up to 45% of those funds in Argentine bonds.

On June 4, 2024, Mercado Pago Inversiones S.R.L.

was established.

After its registration in the General Inspection of Justice on August 9, 2024, on September 2, 2024, this subsidiary requested a Comprehensive Settlement and Clearing Agent license to the Argentinian National Securities Commission, which was authorized on February 5, 2025.

In addition, the subsidiary initiated the registration as a Comprehensive Investment Fund Placement and Distribution Agent (“ACDI”), which is still pending approval.

On June 4, 2024, Mercado Pago Asset Management S.A.

was established.

After its registration in the General Inspection of Justice on August 5, 2024, on September 2, 2024, this subsidiary requested a Product Administration Agent of Collective Investment - Common Investment Funds license and requested the creation of a Money Market Mutual Fund ("Mercado Fondo Ahorro") to the Argentinian National Securities Commission.

Both authorizations were granted on February 5, 2025.

In addition, this subsidiary requested the replacement of Industrial Asset management S.A.

as Management Agent of “Mercado Fondo”, which is still pending approval.

As of the date of this filing, Mercado Pago Inversiones S.R.L.

and Mercado Pago Asset Management S.A.

have not yet begun their operations.

On October 12, 2022, the Chilean Congress approved the Fintech and Open-Banking Law Project, which was published on January 4, 2023, and came into effect on February 3, 2023.

This law established a regulatory framework for certain technological financial services that did not have their own legal framework.

These services are:

(i) Alternative Transaction Systems, (ii) Crowdfunding Financing Platforms, (iii) Financial Instrument Intermediation, (iv) Order Routing, (v) Credit Advisory, and (vi) Investment Advisory.

Pursuant to this law, in January 2025, Mercado Pago Crypto S.A.

submitted the license application to the Chilean Commission for the Financial Market (“CMF”) within the legal deadline for its ruling, which is still pending approval.

On April 8, 2024, the Chilean Congress published the Cybersecurity Law.

Although Mercado Pago Chilean entities already comply with the law’s main obligations as a result of being regulated entities, pursuant to this new law, such entities will be subject to a new regulator and must comply with certain reporting requirements for cybersecurity incidents.

We expect that the Mercado Pago Chilean entities will be required to comply with these new reporting requirements sometime during 2025 or 2026.

On May 30, 2024, the Chilean Congress passed Law 21,673, amending Law 20,009, which, effective as of June 1, 2024, establishes a limited liability regime for users of prepaid cards in case of loss, theft, or fraud.

Pursuant to Law 21,673, there may be instances in which an issuer may suspend a refund in the event of fraud or serious fault on behalf of the user claiming such refund on account of allegedly fraudulent charges.

Mercado Pago Emisora S.A.

completed the implementation of these measures for its compliance.

In June 2023, MercadoPago S.A.

Compañía de Financiamiento obtained a license issued by Colombian Financial Superintendence to operate as a financial institution in Colombia, enabling it to offer credits, digital accounts, investments and prepaid cards.

As a financial company it is subject to minimum capital, reporting, consumer protection and risk management requirements.

On April 22, 2024, MercadoPago S.A.

Compañía de Financiamiento started operations initially offering only the “Ordinary Deposit” product.

In accordance with regulations, customers' funds are now subject to regulatory liquidity, reserve, and solvency requirements to ensure their protection.

On April 12, 2024, MercadoPago Uruguay S.R.L.

initiated a process with the Central Bank of Uruguay (“BCU”) to be authorized to act as a payment acquirer with transfers, as an activity related to electronic money issuances, in compliance with new regulations that came into effect on March 1, 2024.

On July 3, 2024, MercadoPago Uruguay S.R.L.

received authorization from the BCU to offer payment with transfers acquiring services.

100 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

On April 17, 2024, MercadoPago Uruguay S.R.L.

was approved as a participant in the automated clearing house managed by Urutec S.A.

This approval allows MercadoPago Uruguay S.R.L.

to participate in the fast payment system and offer a new payment method to its users:

interoperable QR transfer payments.

In September 2024, the BCU announced that they approved the release of the interoperable QR transfer payment feature of the payment system.

On November 10, 2022, the Central Reserve Bank of Peru (“BCRP”) enacted regulations related to the card payment processing system that applies to issuers, acquirers and payment facilitators.

On January 27, 2023, MercadoPago Perú S.R.L.

was registered by the BCRP as a payment facilitator entity, allowing it to (a) affiliate merchants to the card payment system, (b) offer POS, and (c) transmit or process card payment orders and /or participate in the process of settlement to the merchants affiliated.

On February 20, 2024, the Register of Entities with Payments by Card agreement form was completed, in accordance with BCRP requirements.

NET INCOME PER SHARE

Basic earnings per share for the Company’s common stock is computed by dividing, net income for the period by the weighted average number of common shares outstanding during the year.

In August, 2018, the Company issued an aggregate principal amount of $ 880 million of 2.00 % Convertible Senior Notes due 2028 (“2028 Notes”) which were fully converted or redeemed in November 2023.

The conversion of these notes was included in the calculation for diluted earnings per share utilizing the “if converted” method for the year ending December 31, 2023 and 2022.

The denominator for diluted net income per share for the years ended on December 31, 2023 and 2022 did not include any effect from the capped call transactions entered into by the Company with certain financial institutions with respect to shares of the Company’s common stock (“2028 Notes Capped Call Transactions”), which were settled on September 1, 2023, because it would be antidilutive.

Net income per share of common stock is as follows for the years ended December 31, 2024, 2023 and 2022:

Year Ended December 31,

2024 2023 2022

Basic Diluted Basic Diluted Basic Diluted

Net income per common share (1)

$ 37.69 $ 37.69 $ 19.64 $ 19.46 $ 9.57 $ 9.53

Numerator (in millions):

Net income $ 1,911 $ 1,911 $ 987 $ 987 $ 482 $ 482

Effect of dilutive 2028 Notes — — — 6 — 7

Net income available to common stock $ 1,911 $ 1,911 $ 987 $ 993 $ 482 $ 489

Weighted average of common stock outstanding for earnings per share 50,697,428 50,697,428 50,262,302 50,262,302 50,345,353 50,345,353

Adjustment for assumed conversions — — — 744,558 — 990,268

Adjusted weighted average of common stock outstanding for earnings per share 50,697,428 50,697,428 50,262,302 51,006,860 50,345,353 51,335,621

(1) Figures have been calculated using non-rounded amounts.

The Company is assessing the effects that the adoption of this accounting pronouncement may have on its consolidated financial statements.

On July 30, 2025, the FASB issued the ASU 2025-05 “Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.” The amendments in this update provide entities with a practical expedient when estimating expected credit losses on current accounts receivable and/or current contract assets arising from transactions under Topic 606, including those assets acquired in a transaction accounted for under Topic 805, Business Combinations.

In developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance.

The practical expedient, if elected, should be applied prospectively.

The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

On September 18, 2025, the FASB issued the ASU 2025-06 “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.” The amendments in this update remove all references to software development methods (prescriptive and sequential software development stages (referred to as “project stages”)) throughout Subtopic 350-40.

Therefore, an entity is required to start capitalizing software costs when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended.

The amendment specifies that the property, plant and equipment disclosure requirements under ASC 360-10 apply to all capitalized software costs accounted for under ASC 350-40, regardless of how the costs are presented in the financial statements.

The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Early adoption is permitted as of the beginning of an annual reporting period.

The amendments can be applied on a prospective transition approach, a modified transition approach (based on the status of the project and whether software costs were capitalized before the date of adoption), or a retrospective transition approach.

The Company is assessing the effects that the adoption of this accounting pronouncement may have on its consolidated financial statements.

96 | MercadoLibre, Inc.

2 unchanged sentences

CASH, CASH EQUIVALENTS, RESTRICTED CASH AND CASH EQUIVALENTS AND INVESTMENTS

The composition of cash, cash equivalents, restricted cash and cash equivalents, short-term and long-term investments is as follows:

The composition of cash, cash equivalents and restricted cash and cash equivalents is as follows:

(In millions)

Cash in bank accounts $ 1,725 $ 1,458

Cash in bank accounts and digital wallets $ 2,182 $ 1,725

Money market 856 572

5 unchanged sentences

Foreign government debt securities (Central Bank of Brazil mandatory guarantee) — 469

Cash in bank account (Argentine Central Bank regulation) 471 309

Cash in bank account (Mexican National Banking and Securities Commission regulation) 149 91

Time deposits (Mexican National Banking and Securities Commission regulation) 297 314

Cash in bank account (Chilean Commission for the Financial Market regulation) 130 42

Time deposits (Chilean Commission for the Financial Market regulation) 39 54

Cash in bank account (Central Bank of Brazil mandatory guarantee) 7,865 —

Cash in bank account (Argentine Central Bank mandatory guarantee) 394 471

Cash in bank account (Mexican National Banking and Securities Commission mandatory guarantee) 127 149

Time deposits (Mexican National Banking and Securities Commission mandatory guarantee) 682 297

Cash in bank account (Chilean Commission for the Financial Market mandatory guarantee) 288 130

Time deposits (Chilean Commission for the Financial Market mandatory guarantee) 44 39

Money market (Secured lines of credit guarantee) — 14

Cash in bank account (Central Bank of Uruguay mandatory guarantee) — 1

Time deposits (Central Bank of Uruguay mandatory guarantee) 1 3

1 unchanged sentence

Foreign government debt securities (Central Bank of Uruguay mandatory guarantee) 14 —

Money market (held for Meli Dólar holders) 50 —

Cash in bank accounts and digital wallets (held for Meli Dólar holders) 12 —

Total restricted cash and cash equivalents 9,867 2,064

1 unchanged sentence

$ 13,537 $ 4,699

(1) Cash and cash equivalents from securitization transactions are restricted to the payment of amounts due to third-party investors.

(2) Cash, cash equivalents, restricted cash and cash equivalents as reported in the consolidated statements of cash flows.

97 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

The composition of short-term and long-term investments is as follows:

(In millions)

government debt securities $ 1,519 $ 619

Foreign government debt securities (1)

Foreign debt securities (6)

Time deposits (2)

5 unchanged sentences

Corporate debt securities 345 175

Equity securities at fair value 59 —

Equity securities held at cost 53 65

Total long-term investments $ 1,764 $ 1,203

(1) Cash, cash equivalents and investments from securitization transactions are restricted to the payment of amounts due to third-party investors.

(2) Cash, cash equivalents, restricted cash and cash equivalents as reported in the consolidated statements of cash flows.

(3) As of December 31, 2024 and 2023, includes $ 3,370 million and $ 2,283 million considered restricted due to Central Bank of Brazil mandatory guarantee.

Also, as of December 31, 2024 and 2023, includes $ 5 million and $ 6 million, respectively, that guarantees a line of credit and is considered restricted.

As of December 31, 2024, includes $ 17 million considered restricted due to the Central Bank of Uruguay’s mandatory guarantee.

(4) As of December 31, 2024, includes $ 42 million of collateral as part of credit card scheme arrangement rules in Brazil, and is considered restricted.

(1) As of December 31, 2025 and 2024, includes $ 786 million and $ 3,370 million considered restricted due to Central Bank of Brazil mandatory guarantee, respectively.

Also, as of December 31, 2024 includes $ 5 million, considered restricted, that guarantees a line of credit.

As of December 31, 2025 and 2024, includes $ 9 million and $ 17 million considered restricted due to the Central Bank of Uruguay’s mandatory guarantee.

(2) As of December 31, 2025 and 2024, includes $ 74 million and $ 42 million of collateral as part of credit card scheme arrangement rules in Brazil, and is considered restricted.

As of December 31, 2025 and 2024, the time deposits in excess of $ 100 thousand, are in majority foreign deposits.

(5) As of December 31, 2024, $ 337 million foreign government debt securities and $ 1 million corporate debt securities are held by a consolidated VIE.

(6) As of December 31, 2024, includes $ 2 million considered restricted due to Brazilian stock market mandatory guarantee to operate with futures contracts.

102 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

(3) Includes investments held by a consolidated VIE, in which the Company has determined that it has both the power to direct the activities that most significantly impact the VIE’s performance and the obligation to absorb losses or the right to receive benefits.

As of December 31, 2025 and 2024, includes $ 473 million and $ 337 million of foreign government debt securities, respectively.

Also, as of December 31, 2024, includes $ 1 million of corporate debt securities.

(4) As of December 31, 2025 and 2024, includes $ 8 million and $ 2 million, respectively, considered restricted due to Brazilian stock market mandatory guarantee to operate with futures contracts.

Also, as of December 31, 2025, includes $ 9 million considered restricted, that guarantees lines of credit.

(5) Investments from securitization transactions are restricted to the payment of amounts due to third-party investors.

(6) Corresponds to debt securities nominated in Brazilian reais issued by the Instituto de Crédito Oficial of Spain guaranteed by the Spanish government, considered restricted, that guarantees a line of credit.

BALANCE SHEET COMPONENTS

4 unchanged sentences

Accounts receivable, net $ 369 $ 255

98 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

The following table summarizes the allowance for doubtful accounts activity during the years ended December 31, 2025, 2024 and 2023:

7 unchanged sentences

Credit card receivables and other means of payments, net

As of December 31, 2025 and 2024, the components of current and non-current Credit card receivables and other means of payments, net were as follows:

(In millions)

1 unchanged sentence

Allowance for chargebacks ( 38 ) ( 27 )

Allowance for doubtful accounts — ( 4 )

Credit card receivables and other means of payments, net $ 7,046 $ 5,288

103 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

The following tables summarize the allowance for chargebacks and the allowance for doubtful accounts activity during the years ended December 31, 2024, 2023 and 2022:

The following tables summarize the allowance for chargebacks activity during the years ended December 31, 2025, 2024 and 2023:

Year Ended December 31,

5 unchanged sentences

Balance at end of year $ 38 $ 27 $ 17

Year Ended December 31,

2024 2023 2022

Allowance for doubtful accounts (In millions)

Balance at beginning of year $ 4 $ — $ 17

Net (credited) charged to Net income ( 2 ) 4 ( 2 )

Charges utilized/ Currency translation adjustments/ Write-offs and other adjustments ( 2 ) — ( 15 )

Balance at end of year $ — $ 4 $ —

(In millions)

7 unchanged sentences

Prepaid expenses 69 46

Other (*) 88 51

Current other assets $ 720 $ 403

(*) Includes restricted USDC holdings (held for Meli Dólar holders) of $ 3 million as of December 31, 2025.

99 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

(In millions)

3 unchanged sentences

Non current other assets $ 426 $ 182

104 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Property and equipment, net

3 unchanged sentences

Land and building 50 (1)

Furniture and fixtures 3 - 10

Furniture, fixtures and facilities 3 - 10

Software 3 946 755

8 unchanged sentences

(In millions)

Cost of net revenues $ 173 $ 149 $ 101

Cost of net revenues and financial expenses $ 269 $ 173 $ 149

Product and technology development 259 271 232

2 unchanged sentences

Depreciation $ 562 $ 466 $ 404

100 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Other liabilities

1 unchanged sentence

Contract liabilities from contracts with customers $ 133 $ 77

Contingent considerations and escrows from acquisitions 3 1

Customer advances 36 29

2 unchanged sentences

Current other liabilities $ 409 $ 209

105 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

(In millions)

3 unchanged sentences

Derivative instruments 5 14

Asset retirement obligation 58 36

Non current other liabilities $ 388 $ 216

Foreign currency translation

Year Ended December 31,

2025 2024 2023

(In millions)

Balance at beginning of year $ ( 926 ) $ ( 286 ) $ ( 464 )

Gains / (losses) on foreign currency translation 419 ( 640 ) 178

Balance at end of year $ ( 507 ) $ ( 926 ) $ ( 286 )

Supplier finance programs

1 unchanged sentence

Suppliers’ voluntary inclusion of invoices in the SFP does not change the Company’s payment terms, the amounts paid or liquidity.

The supplier invoices that have been confirmed as valid under the program require payment in full according to the terms established in the Company’s payment policies (a range of 60 and 90 days from the invoicing date).

The supplier invoices that have been confirmed as valid under the program require payment in full according to the terms established in the Company’s payment policies (a range mainly between 60 and 90 days from the invoicing date).

There are no assets pledged as security or other forms of guarantees provided for the committed payment to the financial institution.

1 unchanged sentence

As of December 31, 2025 and 2024, the obligations outstanding that the Company has confirmed as valid to the financial institutions amounted to $ 616 million and $ 425 million, respectively, and are included in the consolidated balance sheets within accounts payable and accrued expenses line.

The rollforward of the Company’s outstanding obligations confirmed as valid under its supplier finance program for the year ended December 31, 2024 is as follows:

December 31, 2024

101 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

The rollforward of the Company’s outstanding obligations confirmed as valid under its supplier finance program for the year ended December 31, 2025 and 2024 is as follows:

(In millions)

13 unchanged sentences

Non current loans receivable, net $ 510 $ 179

106 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

The Company classifies loans receivable as “Merchant”, “Consumer”, “Credit cards” and “Asset-backed”.

As of December 31, 2024 and 2023, Loans receivable, net were as follows:

The Company classifies loans receivable as “Merchant”, “Consumer”, “Credit cards” and “Asset-backed.” As of December 31, 2025 and 2024, Loans receivable, net were as follows:

December 31, 2025

6 unchanged sentences

Total $ 12,508 $ ( 3,143 ) $ 9,365

102 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

December 31, 2024

10 unchanged sentences

From time to time, the Company sells loans receivable related to its lending solution.

In this regard, during 2024, the Company signed a contract with a third party to sell an amount up to $ 100 million dollar of its loans receivable, as part of its funding strategy.

In this regard, during 2024, the Company signed a contract with a third party to sell an amount up to $ 100 million of its loans receivable, as part of its funding strategy.

These loans were originated by its Mexican subsidiary and provided to its local users.

This transaction is accounted for as a true sale and the Company has a continuing involvement related to a servicing fee charged to the purchaser for collection services and regarding a beneficial interest retained by the Company over the transferred assets.

Both involvement events do not preclude the fact that this operation qualifies as a true sale as the purchaser has full control over the transferred assets.

As of December 31, 2024, the Company sold $ 44 million of loans receivable and recorded a gain of $ 1 million related to the aforementioned contract.

Such involvements did not preclude the fact that this operation qualified as a true sale because the purchaser had full control over the transferred assets.

As of December 31, 2024 , the Company sold $ 44 million of loans receivable and during 2025, the Company completed the sale of the total amount aforementioned.

Finally, the Company recognized a gain of $ 1 million for each of the years ended December 31, 2025 and 2024, related to the mentioned sale of loans receivable.

Additionally, during 2025, the Company signed a contract to sell loans receivable related to its lending solution in Argentina with certain local financial institution for an amount up to $ 100 million, as part of its funding strategy.

This transaction is accounted for as a true sale and the Company does not retain any continuing involvement.

As of December 31, 2025, the Company sold $ 5 million of loans receivable and recorded a gain of $ 1 million regarding this sale.

103 | MercadoLibre, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

The following tables summarize the allowance for doubtful accounts activity during the years ended December 31, 2024, 2023 and 2022:

The following tables summarize th e allowance for doubtful accounts activity during the years ended December 31, 2025, 2024 and 2023:

December 31, 2025

15 unchanged sentences

December 31, 2023

Merchant Consumer Credit cards Total

Merchant Consumer Credit cards Asset-backed Total

(In millions)

30 unchanged sentences

Total $ 12,508 $ 6,573

For non-accrual policy, please refer to Note 2 – Summary of significant accounting policies - Loans receivable, net.

As of December 31, 2025 and 2024, renegotiations represented 1.6 % and 1.4 % of the loans receivable portfolio, respectively.

As described in Note 2 – Summary of significant accounting policies, the Company places loans on non-accrual status at 90 days past due, except for credit card loans which are placed on non-accrual status 60 to 65 days past due.

Interests related to loans on non-accrual status are recognized on cash-basis.

There are no loans receivable on non-accrual status for which there is no related allowance for doubtful accounts.

105 | MercadoLibre, Inc.

4 unchanged sentences

The composition of goodwill and intangible assets is as follows:

December 31, 2024 December 31, 2023

(In millions)

3 unchanged sentences

Amortizable intangible assets

Naming rights 29 —

Licenses and others 18 18

11 unchanged sentences

Balance, beginning of the year $ 56 $ 39 $ 14 $ 33 $ 5 $ 2 $ 149

Business acquisition 6 2 4 — — — 12

Currency translation adjustments 6 5 — 2 1 — 14

Balance, end of the period $ 56 $ 39 $ 14 $ 33 $ 5 $ 2 $ 149

Balance, end of the year $ 62 $ 44 $ 14 $ 35 $ 6 $ 2 $ 163

Year Ended December 31, 2024

2 unchanged sentences

Balance, beginning of the year $ 64 $ 44 $ 10 $ 37 $ 6 $ 2 $ 163

Effect of exchange rates changes 4 5 — — 1 — 10

Business acquisitions 6 2 4 — — — 12

Currency translation adjustments ( 14 ) ( 7 ) — ( 4 ) ( 1 ) — ( 26 )

Balance, end of the year $ 56 $ 39 $ 14 $ 33 $ 5 $ 2 $ 149

Intangible assets with definite useful life

Intangible assets with definite useful life are comprised of customer lists, non-compete and non-solicitation agreements, hubs network, acquired software licenses and other acquired intangible assets including developed technologies and trademarks.

Aggregate amortization expense for intangible assets totale d $ 5 million, $ 6 million and $ 9 million for the years ended December 31, 2024, 2023 and 2022, respectively.

106 | MercadoLibre, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

The following table summarizes the remaining amortization of intangible assets with definite useful life as of December 31, 2024:

Intangible assets with finite useful life

Intangible assets with finite useful life are comprised of naming rights, customer lists, non-compete and non-solicitation agreements, hubs network, acquired software licenses and other acquired intangible assets including developed technologies and trademarks.

Aggregate amortization expense for intangible assets totale d $ 9 million, $ 5 million and $ 6 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The following table summarizes the remaining amortization of intangible assets with finite useful life as of December 31, 2025:

For year to be ended December 31, 2026 $ 9

1 unchanged sentence

For year to be ended December 31, 2028 6

For year to be ended December 31, 2029 6

INTANGIBLE ASSETS AT FAIR VALUE

The following table presents the digital assets name, cost basis, fair value, and number of units for each significant digital asset holding as of December 31, 2024 and 2023:

Digital asset name December 31, 2024

Cost basis (1) Fair value Number of units held

(In millions, except for number of units held)

Bitcoin $ 6 $ 39 $ 412.7

Ether $ 3 $ 10 $ 3,049.8

Digital asset name December 31, 2023

The Company did not hold any digital assets at fair value as of December 31, 2025.

The following table presents the digital assets name, cost basis, fair value, and number of units for each significant digital asset holding as of December 31, 2024:

December 31, 2024

Cost basis (1) Fair value Number of units held

3 unchanged sentences

(1) Cost basis of the digital assets is net of $ 21 million of impairment losses recognized prior to the adoption of ASU 2023-08.

The method used by the Company for determining the cost basis of its digital assets was the weighted average price method.

The following table summarizes the digital assets rollforward activity during the years ended December 31, 2025 and 2024:

December 31, 2024 December 31, 2023

Year Ended December 31,

(in millions)

Balance at beginning of year $ 49 $ 24

Adoption of ASU 2023-08 — 1

Purchases 16 —

Sales ( 75 ) —

Gains included in net income 10 25

Balance at end of year $ — $ 49

The method used by the Company for determining the cost basis of its digital assets was the weighted average price method.

The Company manages the business country-by-country to understand and focus on the specific needs and opportunities in those markets.

The Company’s chief executive officer is responsible for allocating resources and assessing performance and is therefore its chief operating decision maker (“CODM”).

The Company’s segments include Brazil, Argentina, Mexico and other countries (which includes Chile, Colombia, Costa Rica, Ecuador, Peru, Uruguay and the U.S.).

The CODM makes decisions considering all business lines within a country as whole and taking into account the synergies between the different lines in each of the countries’ integrated digital ecosystems.

The Company’s segments include Brazil, Mexico, Argentina and other countries (which includes Bermuda, Chile, China, Colombia, Costa Rica, Ecuador, Peru, Uruguay and the U.S.) .

The CODM evaluates the performance of the Company’s operating segments based on their direct contribution.

The CODM uses the direct contribution by segment to help with decision-making since it considers all business lines within a country as a whole, taking into account the synergies between the different lines in each of the countries’ integrated digital ecosystems.

107 | MercadoLibre, Inc.

12 unchanged sentences

Depreciation and amortization

( 386 ) ( 250 ) ( 83 ) ( 47 ) ( 766 )

Total segment costs ( 13,126 ) ( 5,304 ) ( 3,481 ) ( 1,079 ) ( 22,990 )

3 unchanged sentences

Other income (expenses):

Interest income and other financial gains 148

Interest income and other financial gains, net 138

Interest expense and other financial losses ( 160 )

Foreign currency losses, net ( 337 )

Net income before income tax expense $ 2,432

112 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Net income before income tax expense and equity in earnings of unconsolidated entity $ 2,842

Year Ended December 31, 2024

6 unchanged sentences

Depreciation and amortization

( 292 ) ( 160 ) ( 74 ) ( 42 ) ( 568 )

Total segment costs ( 9,120 ) ( 3,810 ) ( 2,143 ) ( 772 ) ( 15,845 )

3 unchanged sentences

Other income (expenses):

Interest income and other financial gains 135

Interest income and other financial gains, net 148

Interest expense and other financial losses ( 165 )

1 unchanged sentence

Net income before income tax expense and equity in earnings of unconsolidated entity $ 2,432

(1) Recast for consistency with the current presentation due to the change in the presentation of certain financial results.

108 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Year Ended December 31, 2023 (1)

6 unchanged sentences

Depreciation and amortization

( 262 ) ( 133 ) ( 58 ) ( 38 ) ( 491 )

Total segment costs ( 5,960 ) ( 2,371 ) ( 1,870 ) ( 615 ) ( 10,816 )

3 unchanged sentences

Other income (expenses):

Interest income and other financial gains 44

Interest income and other financial gains, net 135

Interest expense and other financial losses ( 174 )

Foreign currency losses, net ( 615 )

Net income before income tax expense $ 780

Net income before income tax expense and equity in earnings of unconsolidated entity $ 1,553

(1) Recast for consistency with the current presentation due to the change in the presentation of certain financial results.

113 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

The following tables summarize net revenues and financial income per reporting segment, which have been disaggregated by similar products and services for the years ended December 31, 2025, 2024 and 2023:

17 unchanged sentences

$ 15,201 $ 6,475 $ 5,962 $ 1,255 $ 28,893

109 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Year Ended December 31, 2024

12 unchanged sentences

Fintech products sales (5)

18 11 3 11 43

Total fintech revenues 4,368 1,592 2,411 247 8,618

1 unchanged sentence

$ 11,406 $ 4,664 $ 3,818 $ 889 $ 20,777

114 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Year Ended December 31, 2023 (6)

11 unchanged sentences

Fintech products sales (5)

18 11 3 11 43

Total fintech revenues 3,309 1,092 2,289 216 6,906

1 unchanged sentence

$ 7,821 $ 3,071 $ 3,550 $ 665 $ 15,107

(1) Includes final value fees and flat fees paid by sellers derived from intermediation services and related shipping and storage fees, classified fees derived from classified advertising services and ad sales.

(2) Includes revenues from inventory sales and related shipping fees.

3 unchanged sentences

(6) Recast for consistency with the current presentation due to the change in the presentation of certain financial results.

(7) Revenues from external customers in the U.S.

amounted to $ 35 million for the year ended December 31, 2024.

amounted to $ 51 million and $ 35 million for the years ended December 31, 2025 and 2024.

There were no revenues from external customers in the U.S.

for the years ended December 31, 2023 and 2022.

for the year ended December 31, 2023.

The following tables summarize the allocation of the property and equipment based on geography:

6 unchanged sentences

Total property and equipment, net $ 939 $ 938 $ 302 $ 2 $ 122 $ 2,303

110 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

December 31, 2024

5 unchanged sentences

Total property and equipment, net $ 581 $ 474 $ 235 $ 4 $ 86 $ 1,380

115 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

The following tables summarize the allocation of the operating lease right-of-use assets based on geography:

20 unchanged sentences

(In millions)

Intangible assets at fair value $ — $ — $ — $ 49 $ — $ 49

Goodwill and intangible assets $ 101 $ 49 $ 23 $ — $ 74 $ 247

30 unchanged sentences

observable inputs

(Level 2) Unobservable

(In millions)

15 unchanged sentences

Corporate debt securities 399 399 — — 262 262 — —

Equity securities at fair value 59 59 — — — — — —

Other assets:

Derivative instruments 41 — 41 — 58 — 58 —

USDC 3 3 — — — — — —

Intangible assets at fair value — — — — 49 49 — —

23 unchanged sentences

valuations based on unobservable inputs reflecting Company’s assumptions.

The unobservable inputs of the fair value of contingent considerations classified as Level 3 refer to the amounts to be paid according to the respective agreements of each acquisition, the likelihood of achievement of the performance targets arising from each one (expected to be 100%), and the Company’s historical experience with similar arrangements.

The unobservable inputs of the fair value of contingent considerations classified as Level 3 refer to the amounts to be paid according to the agreement of an acquisition, the likelihood of achievement of the targets included in that arrangement (expected to be 100%), and the Company’s historical experience with similar arrangements.

Reasonable variation on those unobservable inputs would not significantly change the fair value of those instruments.

5 unchanged sentences

The Company recognized fair value changes of foreign and U.S.

government debt securities, which include the related interest income of those instruments, in net service revenues and financial income if it is related to Mercado Pago’s operations (please refer to Note 2 – Summary of significant accounting policies - Change in the presentation of certain financial results and reclassification of prior years results) or in interest income and other financial gains if not.

Such fair value changes and interest income amount to gains of $ 450 million and $ 329 million in net service revenues and financial income, and $ 83 million and $ 57 million in interest income and other financial gains for the years ended December 31, 2025 and 2024, respectively.

The Meli Dólar liability has not presented changes in its fair value for the year ended December 31, 2024.

No Meli Dólar liability existed during the year ended December 31, 2023.

As of December 31, 2024 and 2023, the cost of the Company’s investment in corporate debt securities classified as available for sale amounted to $ 259 million and $ 30 million, respectively, and the estimated fair value amounted to $ 262 million and $ 30 million, respectively.

The cost of these securities is determined under a specific identification basis.

As of December 31, 2024 and 2023, the gross unrealized gains accumulated in the consolidated statements of comprehensive income amounted to $ 3 million and less than $ 1 million, respectively.

For the year ended December 31, 2024, the proceeds from sales of corporate debt securities amounted to $ 26 million.

There were no sales of corporate debt securities during the year ended December 31, 2023.

The following table summarizes the net carrying amount of the investments classified as available for sale (Corporate debt securities), classified by its contractual maturities:

The Meli Dólar liability has not presented changes in its fair value for the years ended December 31, 2025 and 2024.

As of December 31, 2025 and 2024, the amortized cost of the Company’s investment in corporate debt securities classified as available for sale amounted to $ 392 million and $ 259 million, respectively, and the estimated fair value amounted to $ 399 million and $ 262 million, respectively.

The amortized cost of these securities is determined under a specific identification basis.

As of December 31, 2025 and 2024, the gross unrealized gains accumulated in the consolidated statements of comprehensive income amounted to $ 7 million and $ 3 million, respectively.

For the year ended December 31, 2025 and 2024, the proceeds from sales of corporate debt securities amounted to $ 57 million and $ 26 million, respectively.

The following table summarizes the net carrying amount of the corporate debt securities classified as available for sale, classified by its contractual maturities:

(In millions)

5 unchanged sentences

Total available for sale investments

The following table summarizes the net carrying amount of the debt securities not classified as available for sale (U.S.

and foreign government debt securities), classified by its contractual maturities or Management expectation to convert the investments into cash:

The following table summarizes the net carrying amount of the debt securities at fair value not classified as available for sale (U.S.

and foreign government debt securities), classified by its contractual maturities or Management’s expectation to convert the investments into cash:

(In millions)

5 unchanged sentences

More than five years 332 1

Total debt securities not classified as available for sale $ 5,674 $ 3,747

Total debt securities at fair value not classified as available for sale

$ 3,719 $ 5,674

113 | MercadoLibre, Inc.

4 unchanged sentences

Balances as of

December 31, 2024 Estimated fair value as of December 31, 2024 Balances as of

December 31, 2023 Estimated fair value as of December 31, 2023

December 31, 2025 Estimated fair value as of

December 31, 2025 Balances as of

December 31, 2024 Estimated fair value as of

December 31, 2024

(In millions)

17 unchanged sentences

(See Note 3 – Cash, cash equivalents, restricted cash and cash equivalents and investments.)

As of December 31, 2025, the carrying value of the Company’s investment in foreign debt securities held to maturity amounted to $ 146 million and its contractual maturity is less than a year.

As of December 31, 2025 and 2024, the carrying value of the Company’s financial assets with determinable fair value (except for loans receivable) not measured at fair value approximated their fair value mainly because of their short-term maturity.

If these financial assets were measured at fair value in the financial statements, cash and restricted cash would be classified as Level 1 (where cost and fair value are aligned) and the remaining financial assets would be classified as Level 2.

If these financial assets were measured at fair value in the financial statements, cash and restricted cash would be classified as Level 1 (where cost and fair value are aligned), foreign debt securities held to maturity would be classified as Level 3 and the remaining financial assets would be classified as Level 2.

The estimated fair value of the loans receivable would be classified as Level 3 based on the Company’s assumptions.

As of December 31, 2024 and 2023, the carrying value of the Company’s financial liabilities (except for 2026 Sustainability Notes and 2031 Notes) not measured at fair value approximated their fair value mainly because of their short-term maturity or because the effective interest rates are not materially different from market interest rates.

As of December 31, 2025 and 2024, the carrying value of the Company’s financial liabilities (except for the 3.125 % Notes due 2031, the 4.900 % Notes due 2033, and the 2.375 % Sustainability Senior Notes Due 2026 as of December 31, 2024) not measured at fair value approximated their fair value mainly because of their short-term maturity or because the effective interest rates are not materially different from market interest rates.

If these financial liabilities were measured at fair value in the financial statements, these would be classified as Level 2.

As of December 31, 2024 and 2023, the estimated fair value o f the 2026 Notes would be $ 351 million and $ 375 million, respectively, and the estimated fair value of the 2031 Notes would be $ 475 million and $ 599 million, respectively, which is based on Level 2 inputs.

As of December 31, 2025 and 2024, the estimated fair value of the 3.125 % Notes due 2031 would be $ 501 million and $ 475 million, respectively, as of December 31, 2025 the estimated fair value of the 4.900 % Notes due 2033 would be $ 726 million, and as of December 31, 2024, the estimated fair value of the 2026 Notes would have been $$ 351 million, which are based on Level 2 inputs.

Authorized, issued and outstanding shares

1 unchanged sentence

As of December 31, 2025 and 2024, there were 50,697,182 and 50,697,375 shares of common stock issued and outstanding with a par value of $ 0.001 per share.

Voting rights

Each outstanding share of common stock, is entitled to one vote on all matters submitted to a vote of holders of common stock, except for stockholders that beneficially own more than 20 % of the shares of the outstanding common stock, in which case the board of directors (the “Board”) may declare that any shares of stock above such 20 % do not have voting rights.

The holders of common stock do not have cumulative voting rights in the election of directors.

114 | MercadoLibre, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

Voting rights

The holders of common stock do not have cumulative voting rights in the election of directors.

REDEEMABLE CONVERTIBLE PREFERRED STOCK

4 unchanged sentences

As of December 31, 2025, there are 988,833 shares of common stock available for granting under the Amended and Restated 2009 Plan.

Equity compensation awards granted under the Amended and Restated 2009 Plan are at the discretion of the Company’s board of directors and may be in the form of either incentive or non-qualified stock options.

As of December 31, 2024, there were 4,179 shares of restricted stock outstanding under such plan.

As of December 31, 2025, there were 2,750 shares of unvested restricted stock and 192 RSUs outstanding under such plan.

The components of income tax for the years ended December 31, 2025, 2024 and 2023 are as follows:

5 unchanged sentences

1,314 764 853

( 540 ) ( 260 ) ( 320 )

( 469 ) ( 243 ) ( 284 )

Income tax expense $ 845 $ 521 $ 569

9 unchanged sentences

Notes to Consolidated Financial Statements

The components of income tax cash paid for the years ended December 31, 2025, 2024 and 2023 are as follows:

Year Ended December 31,

2025 2024 2023

(In millions)

$ 33 $ 63 $ 39

Brazil 404 289 191

Argentina 237 339 305

Mexico 208 188 40

Uruguay 57 50 43

Spain 12 78 —

Other 62 45 33

Income tax cash paid $ 1,013 $ 1,052 $ 651

116 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

The following is a reconciliation of the difference between the actual charge for income tax and the expected income tax expense computed by applying the statutory income tax rate for the years ended December 31, 2025, 2024 and 2023 to net income before income tax:

2 unchanged sentences

(In millions)

Net income before income tax expense and equity in earnings of unconsolidated entity $ 2,432 $ 1,553 $ 780

Income tax rate 21 % 21 % 21 %

Expected income tax expense $ 511 $ 326 $ 164

Permanent differences:

Transfer pricing adjustments 5 11 3

Non-deductible tax — 7 1

Non-deductible expenses 27 107 54

Tax on retained earnings 147 105 55

US federal statutory rate $ 597 21 % $ 511 21 % $ 326 21 %

Foreign Tax effects

Statutory tax rate difference between Argentina and United States 256 9 % 91 4 % 159 10 %

Non - taxable income ( 52 ) ( 2 ) % ( 54 ) ( 2 ) % ( 137 ) ( 9 ) %

Effect of rates different than statutory 34 117 37

Currency translation 56 335 48

Change in valuation allowance 220 4 92

Tax Inflation Adjustments ( 29 ) ( 1 ) % ( 118 ) ( 5 ) % ( 115 ) ( 7 ) %

True up ( 9 ) ( 3 ) ( 16 )

Currency translation 58 2 % 56 2 % 337 22 %

Other 15 1 % 8 — % 7 — %

Statutory tax rate difference between Brazil and United States ( 172 ) ( 6 ) % ( 90 ) ( 4 ) % ( 69 ) ( 4 ) %

Non - taxable income ( 64 ) ( 2 ) % ( 42 ) ( 2 ) % ( 24 ) ( 2 ) %

Effect of changes in tax laws or rates enacted in the current period ( 27 ) ( 1 ) % — — % — — %

Other 5 — % 2 — % ( 4 ) — %

Statutory tax rate difference between Mexico and United States 58 2 % 30 1 % 30 2 %

Changes in valuation allowances ( 15 ) ( 1 ) % ( 26 ) ( 1 ) % ( 147 ) ( 9 ) %

Other ( 8 ) — % ( 6 ) — % 11 1 %

Tax on retained earnings 75 3 % 86 4 % 40 3 %

Other 3 — % 3 — % 10 1 %

Other foreign jurisdictions

Other 40 1 % 8 — % ( 9 ) ( 1 ) %

Effect of cross - border tax laws

Tax on retained earnings 102 4 % 61 2 % 64 4 %

Subpart F income, net of foreign tax credits ( 159 ) ( 6 ) % ( 210 ) ( 9 ) % ( 142 ) ( 9 ) %

Non - taxable income — — % ( 28 ) ( 1 ) % — — %

Nontaxable or nondeductible items — — % 2 — % 80 5 %

Changes in valuation allowances 167 6 % 239 10 % 143 9 %

Other Adjustments ( 5 ) — % $ ( 2 ) — % $ 9 1 %

Income tax expense $ 845 30 % $ 521 21 % $ 569 37 %

Income taxes are determined by each subsidiary on a standalone basis according to income tax law of each jurisdiction.

The Company’s consolidated effective tax rate for year ended December 31, 2024 as compared to 2023, decreased from 36.6 % to 21.4 % largely as a result of i) no foreign exchange losses recognition during the year related to the acquisition of Company's common stock in the Argentine market, which was considered as a non-deductible expense (please see Note 24 – Share repurchase program for further information);

and (ii) lower taxable foreign exchange gains accounted for in Argentina for local tax purposes that are not recorded for accounting purposes since, under U.S.

GAAP, the Argentine operations’ functional currency is the U.S.

dollar due to the highly inflationary status of the country.

This decrease was partially offset by lower reversal of the valuation allowance in the year 2024 as compared to 2023.

The Company’s consolidated effective tax rate for year ended December 31, 2025 as compared to 2024, increased from 21.4 % to 29.7 % largely as a result of lower deductions related to tax inflation adjustments in Argentina.

117 | MercadoLibre, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

Deferred tax assets and liabilities are recognized for the future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax basis using enacted tax rates in effect for the year in which the differences are expected to reverse.

Deferred tax assets and liabilities are recognized for the future tax consequences of differences between the carrying amounts of assets and liabilities and their respe ctive tax basis using enacted tax rates in effect for the year in which the differences are expected to reverse.

The following table summarizes the composition of deferred tax assets and liabilities for the years ended December 31, 2025 and 2024:

17 unchanged sentences

Goodwill ( 4 ) ( 3 )

Accounts payable and accrued expenses — ( 2 )

Deferred revenue ( 26 ) ( 17 )

Payroll and social security payable ( 3 ) ( 1 )

Outside Basis Dividends ( 371 ) ( 200 )

Others ( 17 ) ( 1 )

Total deferred tax liabilities ( 452 ) ( 261 )

$ 1,169 $ 598

Valuation allowance on deferred tax assets

13 unchanged sentences

Without due dates 166

Ba sed on Management’s assessment of available objective evidence, the Company maintained a valuation allowance on deferred tax assets of $ 584 million and $ 374 million as of December 31, 2024 and 2023, respectively.

Based on Management’s assessment of available objective evidence, the Company maintained a valuation allowance on deferred tax assets of $ 764 million and $ 584 million as of December 31, 2025 and 2024, respectively.

This valuation allowance includes $ 699 million and $ 528 million to fully reserve the outstanding U.S.

1 unchanged sentence

The valuation allowance increased as of December 31, 2025 compared to 2024, mainly related to the impairment of $ 171 million on U.S.

foreign tax credit, offset by the utilization of loss carryforwards impaired through the valuation allowance on its Mexican operation by $ 26 million.

foreign tax credit.

Knowledge-based economy promotional regime in Argentina

In August 2021, the Under Secretariat of Knowledge Economy issued the Disposition 316/2021 approving MercadoLibre S.R.L.’s application for eligibility under the knowledge-based economy promotional regime, established by the Law No.

27,506 and complemented by Argentina’s Executive Power Decree No.

1034/2020, Argentina’s Ministry of Productive Development’s Resolution No.

4/2021 and the Under Secretariat of Knowledge Economy’s Disposition No.

Based on the promotional regime, companies that meet specified criteria shall be entitled to:

i) a reduction of the income tax burden over the promoted activities for each fiscal year, ii) stability of the benefits established by the knowledge-based economy promotional regime, and iii) a tax credit bond on the Company’s contribution to the social security regime of every employee whose job is related to the promoted activities.

On September 13, 2024, Argentina´s Secretariat of Entrepreneurs and Small and Medium Enterprises and Knowledge-Based Economy issued Resolution 267/2024, reducing the aggregate cap on base salaries used to calculate the tax credit bond to which companies that qualify for the regime are entitled from 40 million Argentine pesos to 5 million Argentine pesos;

the tax credit bond represents 70 % of the Company´s social security contributions for those employees whose jobs are related to the promoted activities, with a salary cap which has been reduced to the indicated limit.

MercadoLibre S.R.L uses the tax credit bond to offset federal taxes.

As a result, the Company recorded an income tax benefit of $ 33 million, $ 42 million and $ 27 million, during the years ended December 31, 2024, 2023 and 2022, respectively.

The Company recorded an income tax benefit related to the Knowledge-based economy promotional regime in Argentina (the “Regime”) of $ 64 million, $ 33 million and $ 42 million , during the years ended December 31, 2025, 2024 and 2023, respectively.

The aggregate per share effect of the income tax benefit amounted to $ 1.26 , $ 0.65 and $ 0.84 for the years ended December 31, 2025, 2024 and 2023, respectively.

Furthermore, the Company recorded a social security benefit of $ 24 million, $ 67 million and $ 54 million for the years ended December 31, 2024, 2023 and 2022, respectively.

In addition, the Company recorded a social security benefit related to the Regime of $ 17 million, $ 24 million and $ 67 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Such promotional Regime is effective until December 31, 2029.

Brazilian Tax Reform - Income tax

In November 2025 the Brazilian National Congress approved Law N° 15,270/25, establishing a 10% withholding income tax over dividends and capitalized earnings for foreign shareholders.

The 10% withholding tax will be applicable for earnings generated from January 1, 2026 onwards.

In addition, in December 2025 the Brazilian National Congress approved Complementary Law N° 224/2025, which increased the Social Contribution on Net Income (“CSLL”) tax rate from 9% to 12% effective April 1, 2026, and from 12% to 15% effective January 1, 2028, applicable to payment institutions, and from 15% to 17.5% effective April 1, 2026, and from 17.5% to 20% effective January 1, 2028, applicable to financial institutions.

As a result, the Company recognized an increase in its deferred tax assets of $ 27 million for the year ended December 31, 2025.

One Big Beautiful Bill Act

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law.

The OBBBA permanently establishes key elements of the Tax Cuts and Jobs Act, and also introduces modifications to certain international tax provisions.

These provisions have various effective dates, some of which extend into 2027.

The Company has completed its assessment and has determined that the OBBBA will not have a material impact on the Company’s consolidated financial statements.

COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

The Company is subject to certain contingent liabilities with respect to existing or potential claims, lawsuits and other proceedings.

The Company accrues liabilities when it considers it to be probable that future costs will be incurred and such costs can be reasonably estimated.

The Company accrues liabilities when it considers that future costs will probably be incurred and such costs can be reasonably estimated.

Proceeding-related liabilities are based on developments to date and historical information related to actions filed against the Company.

15 unchanged sentences

Balance at end of year $ 129 $ 135 $ 124

Withholding Tax in the Brazil-Argentina Double Taxation Treaty

Withholding Tax in the Brazil-Argentina Double Taxation Convention

On November 6, 2014, the Brazilian subsidiaries, Mercadolivre.com Atividades de Internet Ltda., eBazar.com.br Ltda., Mercado Pago Instituição de Pagamento Ltda.

(formerly known as “Mercado Pago.com Representações Ltda.”) and the Argentine subsidiary, MercadoLibre S.R.L., filed a writ of mandamus and requested a preliminary injunction with the Federal Court of Osasco against the federal tax authority to avoid the withholding income tax (“IRRF”) over payments remitted by the Brazilian subsidiaries to MercadoLibre S.R.L.

for the provision of IT support and assistance services by the latter, and requested reimbursement of the amounts improperly withheld over the course of the preceding five (5) years, by applying the convention signed between Brazil and Argentina to prevent double taxation (the “Brazil-Argentina Treaty”).

The preliminary injunction was granted on the grounds that such withholding income tax violated the convention signed between Brazil and Argentina that prevents double taxation.

In August 2015, the injunction was revoked by the first instance judge in an award favorable to the federal tax authority.

The Company appealed the decision and deposited into court the disputed amounts.

In June 2020, the Company’s appeal was dismissed.

The Company submitted a new remedy before the same court in July 2020, which was dismissed on February 17, 2021.

On March 18, 2021, the Company filed two appeals with the superior courts.

However, the Vice President of the local Federal Court dismissed the remittance of the appeals to the Superior Courts and retained the cases in the local court.

Against this decision, the Company filed new appeals, one interlocutory appeal in the Federal Court and other interlocutory appeal in the Superior Courts.

On November 29, 2023, the interlocutory appeal was dismissed in the Federal Court, whereas on April 3, 2024, the Superior Court of Justice decided to analyze whether the matter under consideration is capable of becoming a binding precedent.

In April 2024, the Company submitted a petition claiming that the case is fully capable of being judged as a binding precedent and the civil association Câmara Brasileira da Economia Digital submitted a petition as amicus curiae with the same arguments.

On October 14, 2024, the Superior Court of Justice decided the matter under consideration will be judged as a binding precedent.

for the provision of IT support and assistance services by the latter, and requested reimbursement of the amounts improperly withheld over the course of the preceding five (5) years.

An initial injunction granted in 2014 was revoked in 2015, and subsequent appeals were unsuccessful through 2021, with disputed amounts deposited in court.

In 2023 and 2024, the matter advanced to the Superior Court of Justice, which determined in October 2024 that the case would be judged as a binding precedent.

Besides, in cases involving other taxpayers which also applied the convention signed between Brazil and Argentina to prevent double taxation ( “ Convention ” ) as amended by the 2017 protocol, the Superior Court of Justice decided the IRRF is due in the State of the source (i.e.

1 unchanged sentence

Management’s opinion, based on the opinion of external legal counsel, is that the risk of losing the case is probable based on the technical merits of the Company’s tax position and the existence of adverse decisions issued by the Superior Court of Justice previously mentioned.

For that reason, the Company has recorded a provision for the disputed amounts, which was $ 338 million as of December 31, 2024, and which was recorded in non-current other liabilities in the consolidated balance sheets, net of the corresponding judicial deposits for $ 307 million (which includes $ 60 million of interest income).

Considering that the Brazil-Argentina Treaty to prevent double taxation was amended in 2017, the Company started a new tax claim for the period from January 2019 onwards, and the court granted a preliminary injunction recognizing the right of collecting the withholding tax at a 10 % rate.

As a result of this preliminary injunction, further judicial deposits of withholding tax will be based on a rate of 10 %.

Considering that the Convention to prevent double taxation was amended in 2017, the Company started a new tax claim for the period from January 2019 onwards, and the court granted a preliminary injunction recognizing the right of collecting the withholding tax at a 10 % rate.

As a result of this preliminary injunction, further judicial deposits of withholding tax were based on a rate of 10 %.

On September 6, 2025, the first instance of the Federal Justice rendered a judgment revoking the previously granted injunction and denying the requested writ of mandamus.

The Company appealed this decision to the Federal Regional Court of the 3rd Region and submitted a request for interim relief on appeal aiming to maintain the suspension of tax enforceability.

The Federal Regional Court of the 3rd Region denied the Company’s request.

Therefore, on October 10, 2025, the Company deposited into court the amount arising from the difference in the withholding tax rate for $ 25 million from September 2024 onwards.

According to the current stage of both cases, the Company maintains the provision considering a 15 % rate.

On September 17, 2024, the Brazilian subsidiary Mercado Crédito Sociedade de Crédito, Financiamento e Investimento S.A.

also filed a writ of mandamus with the same subject, for both intercompany management and IT services agreements.

The preliminary injunction was initially granted, but the Federal Government filed an interlocutory appeal, and the decision was reversed on December 15, 2025.

Therefore, the Company started depositing the withholding tax on court and the case is pending judgment.

On October 10, 2024, the Company filed a writ of mandamus and requested a preliminary injunction to prevent the withholding of income tax on payments remitted to Argentina for intercompany management agreements between the Argentine subsidiary MercadoLibre S.R.L.

and the Brazilian subsidiaries eBazar.com.br Ltda.

and Mercado Pago Instituição de Pagamento Ltda.

(considering the writ of mandamus filed in 2014 had not included intercompany management services), as well as management and IT services agreements involving Mercado Pago Corretora de Seguros Ltda., by applying the Convention to prevent double taxation or, alternatively, by applying the 10 % tax rate cap.

For this case, a favorable first-instance decision was rendered on December 9, 2025.

The case will proceed to appellate review.

For that reason, the Company has recorded a provision for the disputed amounts, which was $ 528 million as of December 31, 2025, and which was recorded in non-current other liabilities in the consolidated balance sheets, net of the corresponding judicial deposits for $ 508 million (which includes $ 112 million of interest income).

120 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Interstate rate of ICMS-DIFAL on interstate sales

4 unchanged sentences

opened a new branch in Extrema.

On February 24, 2021, the Brazilian Supreme Court ruled on the controversy in a binding precedent, which declared the unconstitutionality of ICMS-DIFAL without the proper complementary law.

On February 24, 2021, the Brazilian Supreme Court (“STF”) ruled on the controversy in a binding precedent, which declared the unconstitutionality of ICMS-DIFAL without the proper complementary law.

In the same case, however, the Supreme Court ruled on the modulation of the effects of its decision (with retroactive effect).

124 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

From those 11 cases filed by the Company after the Supreme Court’s decision (after February 24, 2021), 7 became final and unappealable in favor of the corresponding States (cases related to the branch of Extrema:

São Paulo, Rio Grande do Sul, Paraná, Distrito Federal, Bahia, Rio de Janeiro and Santa Catarina), and therefore their corresponding liabilities were settled with the corresponding judicial deposits.

Another one of the 11 cases became final and unappealable in favor of Ebazar.com.br Ltda.

Finally, the remaining 3 of those 11 cases are still pending and may not stand because of the modulation of effects with respect to that decision.

In addition, a case related to the State do Goiás received judgment in favor of the Company, as a result of which, in June 2024, the State filed an appeal that was rejected by the Court.

The case has not become final and unappealable.

From those 11 cases filed by the Company after the STF’s decision (after February 24, 2021), 8 became final and unappealable in favor of the corresponding States, and therefore their corresponding liabilities were settled with the corresponding judicial deposits.

Other 2 of the 11 cases became final and unappealable in favor of Ebazar.com.br Ltda.

Finally, the remaining case of those 11 cases is still pending and may not stand because of the modulation of effects with respect to that decision.

Management’s opinion, based on the opinion of external legal counsel, is that the risk of losing is probable.

For that reason, the Company has recorded a $ 2 million provision for the disputed amounts related to these 3 cases, which are presented net of the corresponding judicial deposits of $ 2 million.

With respect to the 4 cases filed by the Company prior to the Supreme Court’s decision (before February 24, 2021), 2 of them became final and unappealable in favor of the Company.

Of the remaining 2 cases, in June 2024, one of the cases.

related to the State of Rio de Janeiro, received judgment partially in favor of the Company.

Therefore, the Company presented a motion of clarification which is now pending judgment.

For that reason, the Company has recorded a $ 2 million provision for the disputed amounts related to the remaining case, which is presented net of the corresponding judicial deposits of $ 2 million.

With respect to the 4 cases filed by the Company prior to the STF’s dec ision (before February 24, 2021), 2 of them became final and unappealable in favor of the Company.

Of the remaining 2 cases, in June 2024, one of the cases related to the State of Rio de Janeiro received judgment partially in favor of the Company.

In September 2025, the Company obtained a partially favorable second instance decision and filed a motion for clarification, which is still pending judgment.

In September 2024, the other one of the cases, related to the State of Paraná, had been received in the Superior Tribunal of Justice to the judgment of a Special Appeal filed by the State, which is now pending.

8 unchanged sentences

and Mercado Pago Instituição de Pagamento Ltda., filed writs of mandamus to the 27 Federation States, aimed at preventing the Brazilian tax authorities demand payments of the DIFAL.

In this regard, the Brazilian Supreme Court (“STF”) has issued a decision regarding the constitutionality of the supplementary Law on November 29, 2023.

In this regard, the STF has issued a decision regarding the constitutionality of the supplementary Law on November 29, 2023.

In the judgment, the majority of STF judges considered the supplementary Law No.

190/22 to be constitutional, therefore, the ICMS-DIFAL is due from April 5, 2022, due to the corresponding time lapse of ninety days between the law enacting and the beginning of the charge.

The decision has not yet become final and unappealable and a motion to clarify was presented on May 13, 2024.

However, such motion to clarify is unlikely to change the merit of the decision.

Management’s opinion, based on the opinion of external legal counsel, is that the risk of losing the case is remote for the period between January 1, 2022 to April 4, 2022, and probable for the period between April 5, 2022 to December 31, 2022 based on the technical merits of the Company’s tax position.

For that reason, the Company has not recorded any liability for the controversial amounts related to the period through April 4, 2022, and has recorded liabilities for the disputed amounts related to the period from April 5, 2022 to December 31, 2022, by $ 27 million, which are presented net of the corresponding judicial deposits of $ 24 million.

This decision was reached in a Direct Action of Unconstitutionality (ADI 7066) but is not yet final, as a motion for clarification filed on May 13, 2024 is still pending.

On October 21, 2025, in a leading case (Theme 1266), the STF reaffirmed the ADI 7066 ruling but clarified that, exclusively for fiscal year 2022, DIFAL cannot be collected from taxpayers who had filed lawsuits challenging the tax by November 29, 2023 (as the Company did), and had not paid the tax that year.

This decision from STF led to an update in the Company’s risk assessment for these cases, whose risk of losing had been considered probable and is now considered remote.

Therefore, the Company recognized a reversal on the $ 33 million provision during the three-month period ended December 31, 2025.

The deposits will be withdrawn to the extent that the Courts provide authorization.

Interstate rate of ICMS-DIFAL over fixed assets

6 unchanged sentences

190/22 needs to comply with the principle of anticipation.

In this last controversy, the same decision above mentioned applies to the Brazilian subsidiary Mercado Envios Serviços de Logística Ltda., and its writs of mandamus.

In this last controversy, the STF did not mentioned that the same decision above mentioned applies to the Brazilian subsidiary Mercado Envios Serviços de Logística Ltda., and its writs of mandamus.

The resolution of the controversy will depend on the adjudication of the leading case (Theme No.

1369) by the Brazilian Superior Court of Justice (“STJ”).

Therefore, Management’s opinion, based on the opinion of external legal counsel, is that the risk of losing the case is reasonably possible for the period between January 1, 2022 to April 4, 2022, and probable for the period between April 5, 2022 to December 31, 2022 based on the technical merits of the Company’s tax position.

For that reason, the Company has not recorded any liability for the controversial amounts related to the period until April 4, 2022, and has recorded liabilities for the disputed amounts related to the period from April 5, 2022 to December 31, 2022 for $ 3 million which are presented net of the corresponding judicial deposits of $ 3 million .

Exclusion of ICMS tax benefits from federal taxes base

The Company has ICMS tax incentives granted by the State of Minas Gerais, through a special regime signed with the state by means of a term of agreement, which are aimed at implementing and expanding business in that state.

See Note 2 – Summary of significant accounting policies of these audited consolidated financial statements for additional detail on the ICMS tax incentives.

121 | MercadoLibre, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

On November 9, 2021 the Company filed a writ of mandamus which claimed the exclusion of the amounts relating to the ICMS tax benefits granted by the State of Minas Gerais through the special regime from the tax base of the Corporate Income Tax (“IRPJ”) and of the Social Contribution on Net Profits (“CSLL”).

On January 31, 2022, a decision was rendered granting the injunction requested in order to exclude the amounts of tax benefits granted by the State of Minas Gerais in the tax base of IRPJ and CSLL.

On August 14, 2023, a judgment was handed down in favor of the Company and the Public Prosecutor's Office filed an appeal.

On April 17, 2024, the Federal Regional Court ruled in favor of the Company.

Therefore, the Federal Government presented a motion of clarification, which was rejected in August 2024.

In response, the Federal Government filed a special appeal, but it was rejected on October 10, 2024.

Against this last decision, on October 29, 2024, the Tax Authority filed an Interlocutory Appeal.

On December 6, 2024, the case was remitted to the Superior Court of Justice.

On February 5, 2025, the STJ rejected the Interlocutory Appeal filed by the Tax Authority.

The case has not yet become final and unappealable.

Management’s opinion, based on the opinion of external legal counsel, is that the risk of losing the case is not more likely than not based on the technical merits of the Company’s tax position.

For that reason, the Company has not recorded any expense or liability for the disputed amounts.

The Company recorded a corresponding income tax benefit arising from the ICMS tax incentives for the period from September 2021 up to December 2023, which was $ 33 million as of December 31, 2024.

In December 2023 Law 14,789 was enacted, with effect from January 2024, modifying the previous regulation so that the inclusion of the presumed tax credits in the calculation basis of IRPJ/CSLL would become mandatory.

On October 18, 2024, the subsidiary eBazar.com.br Ltda.

filed two new writs of mandamus, seeking the recognition of the right not to submit to the illegal and unconstitutional requirement of the IRPJ and the CSLL on the presumed tax credits from transactions related to the ICMS in the fiscal year of 2024 forward.

Management’s opinion, based on the opinion of external legal counsel, is that the risk of losing the case under the new laws is not more likely than not based on the technical merits of the Company’s tax position.

For that reason, the Company has not recorded any expense or liability for the disputed am ounts.

T he Company recorded a corresponding income tax benefit arising from the ICMS tax incentives from January 2024 onwards, which was $ 31 million as of December 31, 2024.

Exclusion of ICMS tax benefits from federal taxes base

See Note 2 – Summary of significant accounting policies of these audited consolidated financial statements for additional detail on the ICMS tax incentives.

After a series of favorable decisions, on April 4, 2025, the case became final and unappealable in favor of the Company.

The Company had recorded a corresponding income tax benefit arising from the ICMS tax incentives from September 2021 up to December 2023, which amounted to $ 38 million considering the exchange rate as of December 31, 2025 .

On April 25, 2023, the Company filed a writ of mandamus seeking an injunction and claiming the exclusion of the amounts relating to the ICMS tax benefits granted by the State of Minas Gerais in the tax base of the Social Contributions (PIS and COFINS).

On May 26, 2023, a decision was rendered granting the injunction requested.

On April 25, 2024, a ruling favorable to the Company was issued.

On June 7, 2024, the Federal Government filed an appeal.

The Company responded to the appeal and the case was referred to the Court for judgment on the request for an appeal.

On October 29, 2024, a decision was issued for the proceedings to be suspended until a final decision on the Topic 843/STF.

Favorable first-instance decisions were issued;

however, in October 2024 the proceedings were stayed pending a final ruling by the STF on a leading case (Theme 843).

Management’s opinion, based on the opinion of external legal counsel, is that the risk of losing the case is reasonably possible but not probable based on the technical merits of the Company’s tax position.

For that reason, the Company has not recorded any expense or liability for the disputed am ounts.

The Company recorded PIS and COFINS tax benefits arising from the ICMS tax incentives, which amount to $ 17 million as of December 31, 2024.

For that reason, the Company has not recorded any expense or liability for the disputed amounts.

As of December 31, 2025, the total disputed amount was $ 14 million.

On October 18, 2024, the subsidiary eBazar.com.br Ltda.

filed two new writs of mandamus, seeking the recognition of the right not to submit to the illegal and unconstitutional requirement of the IRPJ, CSLL, PIS and COFINS on the presumed tax credits from transactions related to the ICMS in the fiscal year of 2024 forward.

Regarding the writ of mandamus filed to set aside the federal contributions IRPJ and CSLL under Law 14,789 (from January 2024 onwards), a preliminary injunction was granted in September 2025 and subsequently upheld on appeal, suspending the enforceability of the related tax assessments.

Management’s opinion, based on the opinion of external legal counsel, is that the risk of losing the case is not more likely than not based on the technical merits of the Company’s tax position.

Accordingly, the Company has not recorded any expense or liability for the disputed amounts.

As of December 31, 2025, the total disputed amount was $ 102 million.

Regarding the writ of mandamus filed to set aside the federal contributions PIS and COFINS under Law 14,789 (from January 2024 onwards), injunctions were granted and upheld in 2025, and the proceedings have been stayed pending the STF’s decision on Theme 843.

Management’s opinion, based on the opinion of external legal counsel, is that the risk of losing the case is possible but not probable based on the technical merits of the Company’s tax position.

Accordingly, the Company has not recorded any expense or liability for the disputed amounts.

As of December 31, 2025, the total disputed amount was $ 28 million.

Services Tax exclusion in the tax base of the Federal Contributions (PIS/COFINS)

On August 29, 2017, the Brazilian subsidiaries, eBazar.com.br Ltda., Ibazar.com Atividades de Internet Ltda., Mercado Pago Instituição de Pagamento Ltda., and Mercado Envios Serviços de Logística Ltda., filed a writ of mandamus and requested a preliminary injunction before the Federal Justice in Osasco against the Federal Government to exclude the Municipal Service Tax in the tax base of the Federal Contributions (PIS/COFINS).

The federal judge granted the preliminary injunction and ruled in favor of the companies on January 15, 2019.

On April 8, 2019, the Federal Government presented an appeal that was rejected by the Federal Court.

Following the Federal Court's decision, the Federal Government filed two appeals with the superior courts.

Since February 12, 2021, the mandamus remained suspended by a decision settled by the Brazilian Supreme Court.

The Brazilian Supreme Court started over the judgment on August 28, 2024.

Favorable first- and second-instance decisions were issued in 2019.

Subsequent appeals by the Federal Government remain pending before the STF, where the proceedings of a related leading case have been suspended since February 2021.

The STF started over the judgment on August 28, 2024.

However, after a draw in the trial, the judges decided again to suspend the case.

10 unchanged sentences

received amounted to a total of $ 21 million and $ 17 million, respectively, considering the exchange rate as of December 31, 2025.

The subsidiaries filed their defenses on December 1, 2020 and December 8, 2020, respectively, arguing that the agreements and other documentation were submitted as evidence during the tax assessment.

The defenses were also complemented by specific descriptions for each project that was impacted by such services to justify the necessity of all the expenses in dispute.

On May 25, 2021, Mercado Pago Instituição de Pagamento Ltda.

received an unfavorable decision from the administrative court in the first instance, and on June 28, 2021, eBazar.com.br also received an unfavorable decision from the administrative court in the first instance.

The Companies filed appeals in respect of both cases with the administrative court in the second instance.

On October 9, 2024, the administrative court of second instance issued a decision in order to return the case of eBazar.com.br Ltda.

back to the first instance in an evidentiary proceeding.

Therefore, eBazar.com.br provided a complementary report with more specific evidence.

Regarding Mercado Pago Instituição de Pagamento Ltda., the appeal is still pending.

The subsidiaries challenged the assessments in administrative proceedings, asserting that the services were necessary, effectively rendered, and properly documented.

First-instance administrative decisions issued in 2021 were unfavorable, and both cases were appealed.

In the case of eBazar.com.br Ltda., the second-instance administrative court remanded the matter for further evidentiary proceedings, resulting in a partially favorable decision in November 2025, which is currently subject to a special appeal filed by the Federal Government in January 2026.

The administrative appeal relating to Mercado Pago Instituição de Pagamento Ltda.

remains pending.

Management’s opinion, based on the opinion of external legal counsel, is that the risk of losing the case is not more likely than not.

5 unchanged sentences

On December 30, 2022 , eBazar.com.br Ltda.

and one of the Company’s Senior Legal Directors received three tax assessments claiming corporate income taxes (IRPJ and CSLL) in the amount of $ 64 million , withholding income tax (IRRF) in the amount of $ 10 million , and PIS and COFINS in the amount of $ 10 million , all of them in relation to the taxable year of 2017, including punitive fine of 150 % over the tax charged and interest on late payments based on the SELIC rate, and according to the exchange rate as of December 31, 2024.

and one of the Company’s Senior Legal Directors received three tax assessments claiming corporate income taxes (IRPJ and CSLL) in the amount of $ 80 million , IRRF in the amount of $ 12 million , and PIS and COFINS in the amount of $ 13 million , all of them in relation to the taxable year of 2017, including punitive fine of 150 % over the tax charged and interest on late payments based on the SELIC rate, and according to the exchange rate as of December 31, 2025.

The Senior Legal Director was assessed as jointly liable with eBazar.com.br, due to his role as statutory officer, under provisions of the National T ax Code that enable joint tax liability for acts potentially in violation of the law or the by-laws.

With respect to IRPJ, CSLL, PIS and COFINS, the tax authorities concluded that the Brazilian company failed to report taxable income as the company has made book entries in the profit and loss accounts, reverting previous revenues or other revenue accounts, as well as for using foreign languages such as English and Spanish in its book-keeping.

With respect to IRPJ and CSLL, the tax authorities concluded that the Brazilian company failed to report taxable income as the company has made book entries in the profit and loss accounts, reverting previous revenues or other revenue accounts, as well as for using foreign languages such as English and Spanish in its book-keeping.

The tax authorities also claimed that the company failed in the issuance of invoices, disregarding that the company indeed has a Special Tax Regime granted by the Municipality of Osasco that allows the issuance of a single invoice per period.

On July 24, 2024 the administrative body of first instance issued a decision in the tax assessment case claiming corporate income taxes (IRPJ and CSLL).

The decision issued is partially favorable to the Company as it rejected the punitive fine of 150 % over the tax charged and reduced it to 100 %, but maintained the tax assessment and also the joint tax liability of the Senior Legal Director.

On August 28, 2024, after the administrative court of first instance issued an unfavorable decision and maintained the tax assessment, the Company filed an administrative appeal in the administrative court (“CARF”).

The case has not yet become final and unappealable.

Regarding the IRRF, the amount claimed by the tax authorities is already deposited in court under the writ of mandamus that discusses the company’s right not to pay IRRF on payments made to its affiliate in Argentina, due to the provisions of the Brazil and Argentina double tax treaty (for further details see contingency “Withholding Tax in the Brazil-Argentina Double Taxation Treaty”).

Those deposits were incorrectly ignored by tax authorities.

The Company presented the objection on January 30, 2023.

Taking into account the documents attached to the Company's objection, in the case of PIS and COFINS, the administrative authorities decided in December 2023 to carry out a verification diligence to analyze the documents, which may influence the outcome of the case.

In July, 2024 in the tax assessment case claiming corporate income taxes (IRPJ and CSLL), a first-instance administrative decision partially favored the Company by reducing the punitive fine from 150 % to 100 %, while maintaining the tax assessments and joint liability.

The Company appealed, and in September 2025 the administrative court of second instance remanded the IRPJ and CSLL matters for further evidentiary proceedings, which remain pending.

Regarding the IRRF, the assessed amounts are already deposited in court under a separate writ of mandamus addressing the application of the Brazil-Argentina tax convention.

In September 2025, the tax authorities acknowledged the existence of such deposits, and the matter remains pending judgment.

In the case of PIS and COFINS, the administrative authorities initiated additional verification procedures in December 2023, and the case remains under review.

The Management’s opinion, based on the opinion of external legal counsel, is that the risk of losing the cases is not more likely than not in the cases of IRPJ and CSLL and reasonably possible, but not probable in the cases of PIS and COFINS, based on the technical merits.

7 unchanged sentences

As of December 31, 2025 and 2024, Management’s estimate of the maximum potential exposure related to the Company’s buyer protection program is $ 7,953 million and $ 5,769 million , respectively, for which the Company recorded a provision of $ 19 million and $ 14 million , respectively.

The Company committed to purchase cloud platform and other technology services for a total minimum aggregate purchase commitment of $ 3,215 million.

The Company has signed 5-year agreements with certain providers, under which the Company committed to purchase cloud platform and other technology services for a total minimum aggregate purchase commitment of $ 3,359 million.

As of December 31, 2025, the remaining purchase commitment is $ 2,532 million.

On April 8, 2022, the Company signed a 10-year agreement with Gol Linhas Aereas S.A.

The Company has signed a 10-year agreement with Gol Linhas Aereas S.A.

under which the Company committed to contract a minimum amount of air logistics services for a total cost of $ 378 million (portion allocated to the services component of the agreement).

As of December 31, 2025, the remaining purchase commitment is $ 291 million.

Since October 2023, the Company signed 3-year agreements with certain shipping companies in Brazil, under which the Company committed to contract a minimum amount of logistics services for a total cost of $ 49 million.

Since October 2023, the Company has signed 3-year agreements with certain shipping companies in Brazil, under which the Company committed to contract a minimum amount of logistics services for a total cost of $ 57 million.

As of December 31, 2025, the remaining purchase commitment is $ 26 million.

On January 10, 2024, the Company signed a 5-year agreement for the naming rights of the Complexo Pacaembu (municipal stadium of the city of São Paulo), for a total amount of $ 44 million, which has not commenced as of December 31, 2024.

The agreement has the option to extend the term for 5 additional independent periods of 5 years each, for the same amount indexed by the Brazilian inflation rate index IPCA.

As of December 31, 2024, the Company has lease agreements for new warehouses in Brazil, Mexico and Argentina for a total amount of $ 1,451 million that have not yet commenced.

As of December 31, 2025, the Company has lease agreements for new warehouses in Brazil, Mexico, Argentina and Chile for a total amount of $ 2,031 million that have not yet commenced.

Lease terms under the agreements are between 4 to 16 years.

5 unchanged sentences

LONG TERM RETENTION PROGRAM

On April 18, 2024, the board of directors, upon the recommendation of the Compensation Committee, adopted the 2024 Long-Term Retention Program (“2024 LTRP”).

In April 2025, the board of directors, upon the recommendation of the Compensation Committee, adopted the 2025 Long-Term Retention Program (“2025 LTRP”).

In addition to the annual salary and bonus of each employee, certain employees (“Eligible Employees”) are eligible to participate in the 2025 LTRP, which provides for the grant to an Eligible Employee of a cash-settled fixed (a “2025 LTRP Fixed Award”) and cash-settled variable award (a “2025 LTRP Variable Award”, and together with any 2025 LTRP Fixed Award, the “2025 LTRP Awards”).

4 unchanged sentences

For purposes of the 2025 LTRP, the “2024 Stock Price” shall equal $ 1,944.47 (the average closing price of the Company’s common stock on the NASDAQ Global Select Market during the final 60 trading days of 2024) and the “Applicable Year Stock Price” shall equal the average closing price of the Company’s common stock on the NASDAQ Global Select Market during the final 60 trading days of the year preceding the applicable payment date for so long as the Company’s common stock is listed on the NASDAQ.

The rest of the LTRPs outstanding as of December 31, 2024, 2023 and 2022 follow a similar calculation method as explained above for the 2024 LTRP, e xcept that the 2017 and 2018 LTRPs h ave performance conditions established by the board of directors that must be achieved at the first year-end of each program.

The rest of the LTRPs outstanding as of December 31, 2025, 2024 and 2023 follow a similar calculation method as explained above for the 2025 LTRP.

Similar to the 2025 LTRP, the rest of the outstanding LTRPs additionally have eligibility conditions to be achieved at each year-end and require the employee remain employed by the Company as of each payment date.

20 unchanged sentences

The following table summarizes the LTRP accrued compensation expense for the years ended December 31, 2025, 2024 and 2023:

Year Ended December 31,

2025 2024 2023

18 unchanged sentences

Secured lines of credit 239 110

Financial Bills 7 —

Deposit Certificates 1,068 976

Financial Bills and Deposit Certificates 1,700 1,075

Commercial Notes 143 5

3 unchanged sentences

2031 Notes 8 8

2033 Notes 2 —

Promissory Notes 127 —

Other lines of credit 25 3

2 unchanged sentences

Secured lines of credit 1 6

Financial Bills 271 8

Deposit Certificates 2 —

Financial Bills and Deposit Certificates 582 273

Commercial Notes 198 170

3 unchanged sentences

2031 Notes 533 546

2033 Notes 733 —

Other lines of credit 1 —

Non-Current loans payable and other financial liabilities $ 4,570 $ 2,887

See Note 19 – Securitization transactions and Note 20 – Leases of these audited consolidated financial statements for details regarding the Company’s collateralized debt securitization transactions and finance lease liabilities, respectively.

126 | MercadoLibre, Inc.

5 unchanged sentences

Loans from banks:

Chilean Subsidiaries Chilean Pesos Fixed 6.80 % January - December 2025 $ 134 $ 104

Brazilian Subsidiary Brazilian Reais Variable CDI + 0.81 March 2025 44 —

Brazilian Subsidiary (1)

US Dollar Fixed 5.55 % October - November 2025 211 216

Brazilian Subsidiary (1)

Euros Fixed 4.16 % September 2025 - November 2026 190 —

Chilean Subsidiaries Chilean Pesos Fixed 5.72 % January - September 2026 $ 246 $ 134

Brazilian Subsidiary Brazilian Reais Variable CDI + 0.25 % - 0.39 %

June 2026 - January 2027 51 44

Brazilian Subsidiaries (1)

US Dollar Fixed 4.96 % March - November 2026 332 211

Brazilian Subsidiaries (1)

Euros Fixed 3.72 % November - December 2026 154 190

Brazilian Subsidiary

2 unchanged sentences

Mexican Subsidiaries Mexican Pesos Variable TIIE + 1.80 % - 2.60 %

January 2025 - September 2029 512 178

Uruguayan Subsidiary Uruguayan Pesos Fixed 8.88 % January - June 2025 52 50

January 2026 - March 2030 636 512

Uruguayan Subsidiary Uruguayan Pesos Fixed 7.73 % January 2026 97 52

Bank overdrafts:

3 unchanged sentences

Secured lines of credit:

Argentine Subsidiaries Argentine Pesos Fixed 37.62 % January - February 2025 102 29

Argentine Subsidiaries Argentine Pesos Fixed 35.53 % January 2026 100 102

Mexican Subsidiary Mexican Pesos Fixed 11.13 % January 2026 - July 2027 8 14

Financial Bills

Brazilian Subsidiary Brazilian Reais Variable CDI + 0.45 % - 1.40 %

March 2025 - September 2027 278 8

Deposit Certificates

Brazilian Subsidiary Euros Fixed 3.26 December 2026 132 —

Financial Bills and Deposit Certificates:

Brazilian Subsidiary Brazilian Reais Variable CDI + 0.26 % - 0.95 %

January - November 2025 331 —

January 2026 - October 2029 894 609

Brazilian Subsidiary Brazilian Reais Variable 96.5 % to 107 % of CDI

1 unchanged sentence

Brazilian Subsidiary Brazilian Reais Fixed 13.35 % - 15.27 %

January - June 2025 36 77

Brazilian Subsidiary Brazilian Reais Variable 101.5 % to 107.5 % of CDI

January - February 2025 223 196

January - December 2026 22 36

Commercial Notes:

3 unchanged sentences

January 2026 - August 2029 136 115

Argentine Subsidiary Argentine Pesos Variable TAMAR + 2.85 %

January - July 2026 38 —

Argentine Subsidiary US Dollar Fixed 4.980 % June 2026 98 —

Finance lease liabilities 130 122

Collateralized debt 2,852 1,842

2026 Sustainability Notes US Dollar Fixed 2.375 % January 2025 - January 2026 366 393

2026 Sustainability Notes US Dollar Fixed 2.375 % January 2026 367 366

2031 Notes US Dollar Fixed 3.125 % January 2026 - January 2031 541 554

2033 Notes US Dollar Fixed 4.900 % July 2026 - January 2033 735 —

Promissory Notes Argentine Pesos Fixed 34.166 % January - February 2026 127 —

Other lines of credit 26 3

$ 9,193 $ 5,715

(1) The carrying amount includes the effect of the derivative instruments that qualified for fair value hedge accounting.

(1) As of December 31, 2025, and 2024 includes the effect of the derivative instruments that qualified for fair value hedge accounting.

See Note 21 – Derivative instruments of these audited consolidated financial statements for further detail.

2 unchanged sentences

Notes to Consolidated Financial Statements

See Note 21 – Securitization transactions and Note 22 – Leases of these audited consolidated financial statements for details regarding the Company’s collateralized debt securitization transactions and finance lease liabilities, respectively.

2.375 % Sustainability Senior Notes Due 2026 and 3.125 % Senior Notes Due 2031

On January 14, 2021, the Company closed a public offering of $ 400 million aggregate principal amount of 2.375 % Sustainability Notes due 2026 (the “2026 Sustainability Notes”) and $ 700 million aggregate principal amount of 3.125 % Notes due 2031 (the “2031 Notes”, and together with the 2026 Sustainability Notes, the “Notes”).

The 2026 Sustainability Notes matured on January 14, 2026.

The Company pays interest on the 2031 Notes on January 14 and July 14 of each year, beginning on July 14, 2021.

The 2026 Sustainability Notes will mature on January 14, 2026, and the 2031 Notes will mature on January 14, 2031.

In connection with the Notes, the Company capitalized $ 11 million of debt issuance costs, which are amortized during the term of the Notes.

The Company may, at its option, redeem the 2026 Sustainability Notes, in whole or in part, at any time prior to December 14, 2025 (the date that is one month prior to the maturity of the 2026 Sustainability Notes) and the 2031 Notes, in whole or in part, at any time prior to October 14, 2030 (the date that is three months prior to the maturity of the 2031 Notes), in each case by paying 100 % of the principal amount of such Notes so redeemed plus the applicable “make-whole” amount and accrued and unpaid interest and additional amounts, if any.

The Company may, at its option, redeem the 2026 Sustainability Notes, in whole or in part, on December 14, 2025 or at any time thereafter and the 2031 Notes on October 14, 2030 or at any time thereafter, in each case at the redemption price of 100 % of the principal amount of such Notes so redeemed plus accrued and unpaid interest and additional amounts, if any.

The 2031 Notes will mature on January 14, 2031.

In connection with the 2026 Sustainability Notes and the 2031 Notes, the Company capitalized $ 11 million of debt issuance costs, which are amortized during the term of the 2026 Sustainability Notes and the 2031 Notes.

The Company may, at its option, redeem or purchase the 2031 Notes, in whole or in part, at any time prior to October 14, 2030 (the date that is three months prior to the maturity of the 2031 Notes), by paying 100 % of the principal amount of the 2031 Notes so redeemed plus the applicable “make-whole” amount and accrued and unpaid interest and additional amounts, if any.

The Company may, at its option, redeem the 2031 Notes on October 14, 2030 or at any time thereafter, at the redemption price of 100 % of the principal amount of the 2031 Notes so redeemed plus accrued and unpaid interest and additional amounts, if any.

If the Company experiences certain change of control triggering events, it may be required to offer to purchase the 2031 Notes at 101 % of their principal amount plus any accrued and unpaid interest thereon through the purchase date.

During 2023, the Company repurchased $ 9 million and $ 70 million principal amount of the outstanding 2026 Sustainability Notes and 2031 Notes, respectively plus $ 1 million of interest accrued on the 2026 Sustainability Notes and 2031 Notes.

The total amount paid during 2023 for those repurchases amounted to $ 66 million.

During 2025, the Company repurchased $ 13 million in principal amount of the outstanding 2031 Notes.

The total amount paid amounted to $ 12 million.

During 2024, the Company repurchased $ 27 million and $ 81 million in principal amount of the outstanding 2026 Sustainability Notes and 2031 Notes, respectively.

1 unchanged sentence

For the years ended December 31, 2025 and 2024, the Company recognized $ 1 million and $ 11 million as a gain in Interest income and other financial gains in the consolidated statement of income.

The Company allocated an amount equal to the net proceeds from the issuance of the 2026 Sustainability Notes to finance or refinance Eligible Projects.

“Eligible Projects” are investments and expenditures made by the Company beginning with the issuance date of the 2026 Sustainability Notes or in the 24 months prior to the issuance of the 2026 Sustainability Notes, that:

(i) contribute to environmental objectives such as:

clean transportation, land conservation and preservation, energy efficiency, renewable energy, green buildings and pollution prevention and control, (ii) aim to address or mitigate a specific social issue or seek to achieve positive social outcomes especially, but not exclusively, for one or more target populations or (iii) combine (i) and (ii).

Certain of the Company’s subsidiaries (the “Subsidiary Guarantors”) fully and unconditionally guarantee the payment of principal, premium, if any, interest, and all other amounts in respect of each of the Notes (the “Subsidiary Guarantees”).

In January 2026, the Company repaid the total outstanding amount of principal and interest of the 2026 Sustainability Notes equaling $ 367 million.

The initial Subsidiary Guarantors were MercadoLibre S.R.L., Ibazar.com Atividades de Internet Ltda., eBazar.com.br Ltda., Mercado Envios Servicos de Logistica Ltda., Mercado Pago Instituição de Pagamento Ltda.

4 unchanged sentences

On October 27, 2021, MercadoLibre, S.A.

de C.V., Institución de Fondos de Pago Electrónico became an excluded subsidiary pursuant to the terms of the Notes and it was released from its Subsidiary Guaranty.

de C.V., Institución de Fondos de Pago Electrónico became an excluded subsidiary pursuant to the terms of the 2026 Sustainability Notes and the 2031 Notes and it was released from its Subsidiary Guaranty.

On October 27, 2021, MP Agregador, S.

became a Subsidiary Guarantor under the Notes.

became a Subsidiary Guarantor under the 2026 Sustainability Notes and the 2031 Notes.

On July 1 and October 1, 2022, Ibazar.com Atividades de Internet Ltda.

1 unchanged sentence

were merged into eBazar.com.br Ltda, respectively.

On May 2, 2025, as a result of the spin-off of DeRemate.com de México, S.

completed in January 2025 (the “DeRemate Spinoff”), MPFS, S.

became a Subsidiary Guarantor under the 2026 Sustainability Notes and the 2031 Notes.

The 2031 Notes rank equally in right of payment with all of the Company’s other existing and future senior unsecured debt obligations.

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

2.00 % Convertible Senior Notes Due 2028

On August 24, 2018, the Company issued $ 800 million of 2.00 % Convertible Senior Notes due 2028 and issued an additional $ 80 million of notes on August 31, 2018 pursuant to the partial exercise of the initial purchasers’ option to purchase such additional notes, for an aggregate principal amount of $ 880 million of 2.00 % 2028 Notes.

The 2028 Notes would have matured on August 15, 2028 unless earlier redeemed, repurchased or converted in accordance with their terms prior to such date.

The 2028 Notes were convertible, under specific conditions, based on an initial conversion rate of 2.2553 shares of common stock per $1,000 principal amount of the 2028 Notes (equivalent to an initial conversion price of $ 443.40 per share of common stock), subject to adjustment as described in the indenture governing the 2028 Notes.

Holders were able to convert their 2028 Notes at their option at any time prior to February 15, 2028.

In January 2021, the Company repurchased $ 440 million principal amount of the outstanding of the 2028 Notes.

On September 19, 2023, the Company announced its intention to redeem all its 2028 Notes on November 14, 2023.

Holders of the 2028 Notes could elect to convert their notes at any time before November 13, 2023.

Each $1,000 principal amount of 2028 Notes was convertible into 2.2952 shares of MercadoLibre common stock.

As of November 13, 2023, holders of the 2028 Notes converted $ 439 million principal amount of 2028 Notes into 1,007,597 shares of the Company’s common stock which MercadoLibre held as treasury stock.

As of December 31, 2023, no principal amount of 2028 Notes remained outstanding.

4.900 % Senior Notes Due 2033

On December 9, 2025, the Company issued $ 750 million aggregate principal amount of 4.900 % Notes due 2033 (the “2033 Notes”), the payment of principal, interest, and all other amounts in respect of the 2033 Notes, is fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by the Subsidiary Guarantors.

The Company will pay interest on the 2033 Notes semi-annually on January 15 and July 15 of each year, commencing on July 15, 2026.

The 2033 Notes will mature on January 15, 2033.

Also, the Company capitalized $ 5 million of debt issuance costs and had $ 12 million of debt discount, which are amortized during the term of the 2033 Notes.

The Company may, at its option, redeem or purchase the 2033 Notes, in whole or in part, at any time prior to November 15, 2032 (the date that is two month prior to the maturity of the 2033 Notes), in each case by paying 100 % of the principal amount of such 2033 Notes so redeemed plus the applicable “make-whole” amount and accrued and unpaid interest and additional amounts, if any.

The Company may, at its option, redeem the 2033 Notes, in whole or in part, on November 15, 2032 or at any time thereafter, in each case at the redemption price of 100 % of the principal amount of such 2033 Notes so redeemed plus accrued and unpaid interest and additional amounts, if any.

If the Company experiences certain change of control triggering events, it may be required to offer to purchase the 2033 Notes at 101 % of their principal amount plus any accrued and unpaid interest thereon through the purchase date.

The 2033 Notes rank equally in right of payment with all of the Company’s other existing and future senior unsecured debt obligations.

128 | MercadoLibre, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

The Company entered into 2028 Notes Capped Call Transactions.

The 2028 Notes Capped Call Transactions were expected generally to reduce the potential dilution upon conversion of the 2028 Notes in the event that the market price of the Company’s common stock was greater than the strike price and lower than the cap price of the 2028 Notes Capped Call Transactions.

The settlement averaging period with respect to the 2028 Notes Capped Call Transactions began on June 28, 2023 and ended on August 30, 2023, and the 2028 Notes Capped Call Transactions settlement date was September 1, 2023.

As a result the Company received 289,675 shares of common stock.

Amended and Restated Revolving Credit Agreement

On September 27, 2024, the Company entered into a $ 400 million amended and restated revolving credit agreement (the “Amended and Restated Credit Agreement”) with the lenders party thereto and the Company’s subsidiaries MercadoLibre S.R.L., Ebazar.com.br Ltda., Mercado Pago Instituição de Pagamento Ltda., DeRemate.com de Mexico S.

Revolving Credit Agreement

On September 27, 2024, the Company entered into a $ 400 million amended and restated revolving credit agreement (the “Amended and Restated Revolving Credit Agreement”) with the lenders party thereto and the Company’s subsidiaries MercadoLibre S.R.L., eBazar.com.br Ltda., Mercado Pago Instituição de Pagamento Ltda., DeRemate.com de Mexico S.

de C.V., MP Agregador, S.

de C.V., MercadoLibre Chile Ltda., and MercadoLibre Colombia Ltda.

as initial guarantors (collectively, the “Initial Guarantors”).

The Company’s obligations under the Amended and Restated Credit Agreement are guaranteed by the Initial Guarantors.

The interest rates under the Amended and Restated Credit Agreement are based on Term SOFR (“Secured Overnight Funding Rate”) plus an interest margin of 1.00 % per annum, which may be decreased to 0.90 % per annum or increased to 1.15 % per annum depending on the Company’s debt rating, as further provided under the Amended and Restated Credit Agreement.

Any loans drawn from the Amended and Restated Credit Agreement must be repaid on or prior to September 27, 2028, which will be automatically extended to September 27, 2029 upon satisfaction, on or prior to August 28, 2027, of the Maturity Extension Conditions (as defined in the Amended and Restated Credit Agreement), as further provided in the Amended and Restated Credit Agreement.

The Company is also obligated to pay a commitment fee on the unused amounts of the facility at a rate per annum equal to 25 % of the then Applicable Margin, depending on the Company’s debt rating, as further provided under the Amended and Restated Credit Agreement.

as initial guarantors.

On July 23, 2025, as a result of the DeRemate Spinoff, MPFS, S.

became a guarantor under the Amended and Restated Credit Agreement in accordance with its terms.

The Company’s obligations under the Amended and Restated Credit Agreement are guaranteed by the guarantors, as stated before.

On September 12, 2025, the Company entered into Amendment No.

1 (the “First Amendment”) to the Amended and Restated Revolving Credit Agreement (as amended by the First Amendment, the “Amended Credit Agreement”) with the lenders party thereto and the guarantors.

The First Amendment permits the Company to request, at one or more times, that existing and/or new lenders provide, at their election, up to $ 400 million of additional commitments, for an aggregate principal amount of credit commitments of up to $ 800 million.

The Company’s obligations under the Amended Credit Agreement remain guaranteed on an unsecured basis by the guarantors.

All other obligations of the Company under the Amended Credit Agreement remain unchanged.

The interest rates under the Amended Credit Agreement are based on Term SOFR (“Secured Overnight Funding Rate”) plus an interest margin of 1.00 % per annum, which may be decreased to 0.90 % per annum or increased to 1.15 % per annum depending on the Company’s debt rating, as further provided under the Amended Credit Agreement.

Any loans drawn from the Amended Credit Agreement must be repaid on or prior to September 27, 2028, which will be automatically extended to September 27, 2029 upon satisfaction, on or prior to August 28, 2027, of the Maturity Extension Conditions (as defined in the Amended Credit Agreement), as further provided in the Amended Credit Agreement.

As of December 31, 2025, no amounts have been borrowed under the facility.

7 unchanged sentences

This advisory services agreement was terminated in its entirety effective September 13, 2024 due to Mr.

Tolda’s appointment as a Class I director of the Company, with a term of service of September 12, 2024 through until the Company’s 2025 Annual Meeting of Stockholders and until his successor is duly elected and qualified or until his earlier death, resignation or removal.

Tolda’s appointment as a Class I director of the Company, with a term of service of September 12, 2024 through until the Company’s 2025 Annual Meeting of Stockholders when he was elected to serve until the Company's 2026 Annual Meeting of Stockholders.

The Company also entered into a restricted stock award agreement with Mr.

17 unchanged sentences

For accounting purposes, the Company is generally precluded from recording the transfers of assets in securitization transactions as sales and is required to consolidate the SPE.

The Company securitizes certain credit card receivables related to users’ purchases through Chilean SPEs.

Under the SPE contracts, the Company has determined that it has no obligation to absorb losses or the right to receive benefits of the SPEs that could be significant because it does not retain any equity certificate of participation or subordinated interest in the SPEs.

As the Company does not control the vehicles, its assets, liabilities and related results are not consolidated in the Company’s financial statements.

The Company securitizes certain credit card receivables related to users’ purchases through a Chilean SPE.

Under the SPE contract, the Company has determined that it has no obligation to absorb losses or the right to receive benefits of the SPE that could be significant because it does not retain any equity certificate of participation or subordinated interest in the SPE.

As the Company does not control the vehicle, its assets, liabilities and related results are not consolidated in the Company’s financial statements.

Additionally, the Company securitizes certain credit card receivables related to users’ purchases through Brazilian SPEs.

4 unchanged sentences

When the Company controls the vehicle, it accounts for the securitization transactions as if they were secured financing and therefore the assets, liabilities and related results are consolidated in its financial statements.

The secured debt is issued by the SPEs and includes collateralized securities used to fund the Company’s fintech business.

The third-party investors in the securitization transactions have legal recourse only to the assets securing the debt and do not have recourse to the Company.

Additionally, the cash flows generated by the SPEs are restricted to the payment of amounts due to third-party investors, but the Company retains the right to residual cash flows.

The following table summarizes the Company’s collateralized debt under securitization transactions, as of December 31, 2025:

3 unchanged sentences

Brazilian Reais March 2027

Mercado Crédito I Brasil Fundo de Investimento Em Direitos Creditórios Não Padronizados 18 CDI + 5.25 %

Brazilian Reais June 2029

Mercado Crédito Fundo de Investimento Em Direitos Creditórios Não Padronizado 59 CDI + 3.00 %

Brazilian Reais August 2025

Brazilian Reais April 2028

Mercado Crédito II Brasil Fundo De Investimento Em Direitos Creditórios Nao Padronizados 192 CDI + 1.75 %

Brazilian Reais January 2030

Brazilian Reais October 2031

Mercado Crédito II Brasil Fundo De Investimento Em Direitos Creditórios Nao Padronizados 60 CDI + 5.25 %

Brazilian Reais July 2028

Brazilian Reais June 2028

Seller Fundo De Investimento Em Direitos Creditórios 137 CDI + 1.60 %

6 unchanged sentences

Brazilian Reais November 2026

Seller II Fundo De Investimento Em Direitos Creditórios Segmento Meios De Pagamento De Rsponsabilidade Limitada 162 CDI + 0.85 %

Seller Fundo De Investimento Em Direitos Creditórios 277 CDI + 0.85 %

Brazilian Reais May 2028

Seller II Fundo De Investimento Em Direitos Creditórios Segmento Meios De Pagamento De Resp Ltda 183 CDI + 0.85 %

Brazilian Reais July 2027

Mercado Crédito Consumo XXXII 10 Badlar rates plus 200 basis points with a min 25 % and a max 80 %

Argentine Pesos January 2025

Mercado Crédito Consumo XXXIII 23 Badlar rates plus 200 basis points with a min 5 % and a max 60 %

Argentine Pesos March 2025 - April 2025 (1)

Mercado Crédito Consumo XXXIV 20 Badlar rates plus 200 basis points with a min 15 % and a max 60 %

Argentine Pesos April 2025 - July 2025 (1)

Mercado Crédito Consumo XXXV 22 Badlar rates plus 200 basis points with a min 15 % and a max 60 %

Argentine Pesos June 2025 - August 2025 (1)

130 | MercadoLibre, Inc.

3 unchanged sentences

(In millions) Interest rate Currency Maturity

Mercado Crédito XXI 1 Badlar rates plus 200 basis points with a min 45 % and a max 125 %

Mercado Crédito Estructurado Fundo De Investimento Em Direitos Creditórios 6 CDI + 4.50 %

Brazilian Reais October 2027

Mercado Crédito XXXIV 4 Badlar rates plus 200 basis points with a min 10 % and a max 50 %

Argentine Pesos January - March 2026 (1)

Mercado Crédito XXII 4 Badlar rates plus 200 basis points with a min 15 % and a max 70 %

Argentine Pesos March 2025 - April 2025 (1)

Mercado Crédito XXIII 14 Badlar rates plus 200 basis points with a min 15 % and a max 60 %

Argentine Pesos May 2025 - June 2025 (1)

Mercado Crédito XXIV 13 Badlar rates plus 200 basis points with a min 15 % and a max 60 %

Argentine Pesos June 2025 - August 2025 (1)

Mercado Crédito XXV 29 Badlar rates plus 200 basis points with a min 15 % and a max 60 %

Argentine Pesos July 2025 - August 2025 (1)

Mercado Crédito XXVI 34 Badlar rates plus 200 basis points with a min 15 % and a max 60 %

Argentine Pesos August 2025 - October 2025 (1)

Mercado Crédito XXVII 31 Badlar rates plus 200 basis points with a min 15 % and a max 60 %

Argentine Pesos August 2025 - October 2025 (1)

Mercado Crédito XXVIII 30 Badlar rates plus 200 basis points with a min 15 % and a max 60 %

Argentine Pesos September - November 2025 (1)

Mercado Crédito XXIX 32 Badlar rates plus 200 basis points with a min 15 % and a max 60 %

Argentine Pesos September - November 2025 (1)

Mercado Crédito XXX 38 Badlar rates plus 200 basis points with a min 15 % and a max 60 %

Argentine Pesos October - December 2025 (1)

Mercado Crédito XXXI 43 Badlar rates plus 200 basis points with a min 15 % and a max 60 %

Mercado Crédito XXXV 15 Badlar rates plus 200 basis points with a min 10 % and a max 40 %

Argentine Pesos February - March 2026 (1)

Mercado Crédito XXXVI 31 TAMAR rates plus 100 basis points with a min 15 % and a max 50 %

Argentine Pesos March - July 2026 (1)

Mercado Crédito XXXVII 43 TAMAR rates plus 100 basis points with a min 15 % and a max 50 %

Argentine Pesos April - August 2026 (1)

Mercado Crédito XXXVIII 61 TAMAR rates plus 100 basis points with a min 15 % and a max 50 %

Argentine Pesos May - August 2026 (1)

Mercado Crédito XXXIX 60 TAMAR rates plus 100 basis points with a min 25 % and a max 50 %

Argentine Pesos July - October 2026 (1)

Mercado Crédito XL 55 TAMAR rates plus 100 basis points with a min 20 % and a max 75 %

Argentine Pesos July - November 2026 (1)

Mercado Crédito XLI 53 TAMAR rates plus 100 basis points with a min 20 % and a max 75 %

Argentine Pesos August - December 2026 (1)

Mercado Crédito XLII 58 TAMAR rates plus 100 basis points with a min 20 % and a max 75 %

Argentine Pesos September - December 2026 (1)

Mercado Crédito XLIII 57 TAMAR rates plus 100 basis points with a min 20 % and a max 75 %

Argentine Pesos October - December 2026 (1)

Fideicomiso de administración y fuente de pago CIB/3756 202 The equilibrium interbank interest rate published by Banco de Mexico in the Diario Oficial plus 2.35 %

Mexican Pesos August 2026

Fideicomiso de administración y fuente de pago CIB/3369 29 The equilibrium interbank interest rate published by Banco de Mexico in the Diario Oficial plus 7.0 %

Mexican Pesos July 2027

Fideicomiso de administración y fuente de pago CIB/3369 219 The equilibrium interbank interest rate published by Banco de Mexico in the Diario Oficial plus 2.8 %

Mexican Pesos July 2027

Fideicomiso Irrevocable de Administración y Fuente de Pago número CIB/4372 129 The equilibrium interbank interest rate published by Banco de Mexico in the Diario Oficial plus 2.5 %

Fideicomiso Irrevocable de Administración y Fuente de Pago F/6203 287 The equilibrium interbank interest rate published by Banco de Mexico in the Diario Oficial plus 2.20 %

Mexican Pesos November 2029

Fideicomiso Irrevocable de Administración y Fuente de Pago 6189 214 The equilibrium interbank interest rate published by Banco de Mexico in the Diario Oficial plus 2.80 %

Mexican Pesos April 2027

Fideicomiso Irrevocable de Administración y Fuente de Pago Número F/6279 251 The equilibrium interbank interest rate published by Banco de Mexico in the Diario Oficial plus 2.50 %

Mexican Pesos August 2027

Fideicomiso Irrevocable de Administración y Fuente de Pago F/6191 463 The equilibrium interbank interest rate published by Banco de Mexico in the Diario Oficial plus 2.20 %

Mexican Pesos June 2027

Frontal Trust Mercado Pago Créditos Fondo de Inversión 13 TAB 30 + 2.10 %

5 unchanged sentences

(1) Minimum and maximum maturity depending on the applica ble interest rate within the range.

This secured debt is issued by the SPEs and includes collateralized securities used to fund the Company’s Fintech business.

The third-party investors in the securitization transactions have legal recourse only to the assets securing the debt and do not have recourse to the Company.

Additionally, the cash flows generated by the SPEs are restricted to the payment of amounts due to third-party investors, but the Company retains the right to residual cash flows.

In June 2025, the Company renegotiated key terms of several collateralized debt structures in Brazil to reduce funding costs and increase flexibility in asset eligibility.

As a result, the Company achieved interest rate reductions across three SPEs in Brazil:

Mercado Crédito I Brasil Fundo de Investimento Em Direitos Creditórios Não Padronizados reduced its interest rate spread from 2.50 % to 2.25 %, Mercado Crédito Fundo de Investimento Em Direitos Creditórios Não Padronizado from 3.50 % to 3.00 % (and extended its maturity from August 2025 to April 2028), and Mercado Crédito II Brasil Fundo De Investimento Em Direitos Creditórios Nao Padronizado from 2.35 % to 1.75 % (while also extending its maturity from January 2030 to October 2031).

131 | MercadoLibre, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

The assets and liabilities of the SPEs through which the Company securitizes financial assets are included in the Company’s audited consolidated financial statements as of December 31, 2024 and 2023, as follows:

The assets and liabilities of the SPEs through which the Company securitizes financial assets as of December 31, 2025 and 2024, as follows:

Assets (In millions)

1 unchanged sentence

Restricted cash and cash equivalents (1) $ 422 $ 492

Credit card receivables and other means of payments, net — 105

Loans receivable, net of allowances 2,632 1,410

Intercompany receivables 1,419 743

Other assets — 1

8 unchanged sentences

Loans payable and other financial liabilities 1,039 610

Intercompany liabilities 147 24

Other liabilities — 1

4 unchanged sentences

Total liabilities $ 2,999 $ 1,868

(1) Restricted cash and cash equivalents from the SPEs include balances maintained in Mercado Pago’s digital wallets that are eliminated for consolidation purposes.

132 | MercadoLibre, Inc.

4 unchanged sentences

Supplemental balance sheet information related to leases was as follows:

Operating Leases (In millions)

(In millions)

Operating Leases

Operating lease right-of-use assets $ 2,201 $ 1,098

13 unchanged sentences

(1) Includes discount rates of leases in local currency and U.S dollar.

133 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

The components of lease expense were as follows:

10 unchanged sentences

(1) Variable lease payments are expensed as incurred and include charges such as flight hours above minimum, fuel, among others.

137 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Supplemental cash flow information related to leases was as follows:

17 unchanged sentences

Total $ 2,199 $ 130

134 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

DERIVATIVE INSTRUMENTS

1 unchanged sentence

As of December 31, 2025, the Company used foreign currency exchange contracts to hedge the foreign currency effects related to the forecasted purchase of MPOS devices in U.S.

dollars owed by a Brazilian subsidiary whose functional currency is the Brazilian Real.

The Company designated the foreign currency exchange contracts as cash flow hedges, the derivatives’ gain or loss is initially reported as a component of accumulated other comprehensive loss and subsequently reclassified into the consolidated statements of income in the “Cost of net revenues and financial expenses” line item, in the same period the forecasted transaction affects earnings.

dollars owed by a Brazilian subsidiary and hosting, licenses, fraud prevention, LTRP expenses and lease payments, which are payable in U.S.

dollars (or in local currency linked to the U.S.

dollar exchange rate), owed by Brazilian and Mexican subsidiaries whose functional currencies are the Brazilian Real and Mexican Peso, respectively.

The Company designated the foreign currency exchange contracts as cash flow hedges, the derivatives’ gain or loss is initially reported as a component of accumulated other comprehensive loss and subsequently reclassified into the consolidated statements of income in the “Cost of net revenues and financial expenses”, “Product and technology development, “Sales and marketing”, “General and administrative” expenses and “Foreign currency losses, net” line items, in the same period the forecasted transaction affects earnings.

As of December 31, 2025, the Company estimated that the whole amount of net derivative gains or losses related to its cash flow hedges included in accumulated other comprehensive loss will be reclassified into the consolidated statements of income within the next 12 months.

In addition, the Company has entered into swap contracts to hedge the interest rate fluctuation of its financial debt held by one of its Brazilian subsidiaries.

The Company designated the swap contracts as cash flow hedges.

The derivatives’ gain or loss is initially reported as a component of accumulated other comprehensive loss and subsequently reclassified into the consolidated statements of income in the Cost of net revenues and financial expenses line item within the next 12 months.

As of December 31, 2024, there are no outstanding derivatives hedging the interest rate fluctuation of the financial debt designated as cash flow hedges.

Finally, the Company has entered into a currency swap contract to hedge the foreign exchange effects related to a non-functional currency financial debt issued by one of its Brazilian subsidiaries.

The Company designated the currency swap contract as cash flow hedge, the derivative’s gain or loss is initially reported as a component of accumulated other comprehensive loss and subsequently reclassified into the consolidated statements of income in the “Cost of net revenues and financial expenses” and “Foreign currency losses, net” line items in the same period the forecasted transaction affects earnings.

The derivative’s gain or loss is initially reported as a component of accumulated other comprehensive loss and subsequently reclassified into earnings within the next 12 months.

Fair value hedges

8 unchanged sentences

Accordingly, the Company will unlock its portfolio's fixed-rate to mitigate the effect of interest rate fluctuations.

138 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Net investment hedge

2 unchanged sentences

The derivatives’ gain or loss is initially reported as a component of accumulated other comprehensive loss and subsequently reclassified into the consolidated statements of income in the “Interest expense and other financial losses” and “Foreign currency losses, net” line items, in the same period that the interest expense affects earnings.

As of December 31, 2024, there are no outstanding derivatives hedging the interest rate fluctuation of the financial debt designated as cash flow hedges.

As of December 31, 2025 and 2024, there are no outstanding derivatives hedging the interest rate fluctuation of the financial debt designated as cash flow hedges.

Derivative instruments not designated as hedging instruments

The Company entered into certain foreign currency exchange contracts to hedge the foreign currency fluctuations related to certain transactions denominated in U.S.

dollars of certain of its Brazilian subsidiaries, whose functional currencies are the Brazilian Real.

dollars of certain of its Brazilian and Mexican subsidiaries, whose functional currencies are the Brazilian Real and the Mexican Peso, respectively.

These transactions were not designated as hedges for accounting purposes.

As of December 31, 2025, there are no outstanding derivatives hedging the foreign currency fluctuation not designated as hedging instruments.

In addition, the Company entered into full cross currency swap contracts to hedge the interest rate fluctuation and foreign currency fluctuations of its financial debt nominated in U.S.

dollars held by its Brazilian subsidiaries.

These transactions were not designated as hedges for accounting purposes.

As of December 31, 2024, there are no outstanding derivatives hedging the interest rate and foreign currency fluctuation not designated as hedging instruments.

The Company entered into certain foreign currency exchange contracts to hedge the foreign currency fluctuations related to debt securities denominated in U.S.

dollars issued by certain Argentine subsidiary.

As explained through Note 2 – Summary of significant accounting policies, the Company changed the functional currency for Argentine subsidiaries from Argentine Pesos to U.S.

dollars under US GAAP, as a consequence of hyperinflation status, so these transactions were not designated as hedges for accounting purposes, as no foreign exchange risk exists under U.S.

GAAP related to U.S.

dollar denominated debt securities in Argentina.

Finally, as of December 31, 2025, the Company entered into swap contracts to hedge the interest rate fluctuation of certain portion of its financial debt in its Brazilian subsidiaries and VIEs.

These transactions were not designated as hedges for accounting purposes.

135 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

The following table presents the notional amounts of the Company’s outstanding derivative instruments:

6 unchanged sentences

Not designated as hedging instrument

Foreign exchange contracts — 16

Interest rate swap contracts 116 103

139 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Foreign exchange contracts 100 —

Derivative instruments contracts

6 unchanged sentences

Interest rate swap contracts not designated as hedging instruments Other non-current assets 19 20

Cross currency swap contracts designated as net investment hedge Other current liabilities — 6

Cross currency swap contracts designated as fair value hedge Other current liabilities 12 2

4 unchanged sentences

The effects of derivative contracts designated as hedging instruments on the consolidated statements of comprehensive income as of December 31, 2025 and 2024 were as follows:

2023 Amount of gain recognized in other comprehensive loss Amount of (gain) loss reclassified from accumulated other comprehensive loss December 31,

December 31, 2024 Amount of loss recognized in other comprehensive income Amount of loss reclassified from accumulated other comprehensive loss December 31, 2025

(In millions)

Foreign exchange contracts designated as cash flow hedges $ ( 4 ) $ 13 $ ( 4 ) $ 5

Cross currency swap contracts designated as net investment hedge ( 3 ) 2 1 —

Derivative contracts designated as cash flow hedges $ 5 $ ( 67 ) $ 32 $ ( 30 )

$ 5 $ ( 67 ) $ 32 $ ( 30 )

December 31, 2022 Amount of gain (loss) recognized in other comprehensive loss Amount of (gain) loss reclassified from accumulated other comprehensive loss December 31, 2023

136 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 Amount of gain recognized in other comprehensive loss Amount of (gain) loss reclassified from accumulated other comprehensive loss December 31, 2024

(In millions)

Foreign exchange contracts designated as cash flow hedges $ ( 2 ) $ ( 12 ) $ 10 $ ( 4 )

Interest swap contracts designated as cash flow hedges ( 2 ) 8 ( 6 ) —

Derivative contracts designated as cash flow hedges $ ( 4 ) $ 13 $ ( 4 ) $ 5

Cross currency swap contracts designated as net investment hedge ( 3 ) 2 1 —

$ ( 7 ) $ 15 $ ( 3 ) $ 5

The effect of the Company’s fair value hedge relationships over its fixed-rate financial debt on the consolidated statements of income for the years ended December 31, 2024, 2023 and 2022 was a gain of $ 51 million, a loss of $ 19 million and a loss of less than $ 1 million, respectively, and affected Cost of net revenues and financial expenses and Foreign currency losses, net.

The effect of the Company’s fair value hedge relationships over its fixed-rate financial debt on the consolidated statements of income for the years ended December 31, 2025, 2024 and 2023 were as follows:

Year Ended December 31,

2025 2024 2023

(In millions)

Cost of net revenues and financial expenses $ ( 41 ) $ ( 9 ) $ ( 10 )

Interest expense and other financial losses ( 3 ) — —

Foreign currency losses, net ( 29 ) 60 ( 9 )

$ ( 73 ) $ 51 $ ( 19 )

The carrying amount of the hedged items for fair value hedges over its fixed-rate financial debt included in the “Loans payable and other financial liabilities” lines item of the consolidated balance sheets as of December 31, 2025 and 2024 are $ 486 million and $ 401 million, respectively.

140 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

The effect of the Company’s fair value hedge relationships over its fixed-rate financial debt on the consolidated balance sheets related to cumulative basis adjustments for fair value hedges as of December 31, 2024 and 2023 are $ 2 million and $ 1 million, respectively.

The effect of the Company’s fair value hedge relationships over its fixed-rate financial debt on the consolidated balance sheets related to cumulative basis adjustments for fair value hedges as of December 31, 2025 and 2024 are less than $ 1 million and $ 2 million, respectively, reducing the carrying value of the hedged debt as of December 31, 2025 and 2024.

The effects of derivative contracts not designated as hedging instruments on the consolidated statements of income during the years ended December 31, 2025, 2024 and 2023 were as follows:

3 unchanged sentences

Foreign exchange contracts not designated as hedging instruments recognized in Foreign currency losses, net $ — $ — $ ( 11 )

Currency swap contracts not designated as hedging instruments recognized in Foreign currency losses, net — — ( 29 )

Interest rate contracts not designated as hedging instruments recognized in Interest expense and other financial losses ( 1 ) ( 12 ) 2

Foreign exchange contracts not designated as hedging instruments recognized in Interest expense and other financial losses ( 11 ) — —

$ ( 12 ) $ ( 12 ) $ ( 9 )

137 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

SHARE REPURCHASE PROGRAM

On February 21, 2023, the Board authorized the Company to repurchase shares of the Company’s common stock, for an aggregate consideration of up to $ 900 million.

The Company acquired shares of its own common stock in the Argentine market and pays for them in Argentine Pesos at a price that reflects the additional cost of accessing U.S.

dollars through securities denominated in U.S.

dollars, because of restrictions imposed by the Argentine government for buying U.S.

dollars at the official exchange rate in Argentina (See Note 2 – Summary of significant accounting policies – Argentine currency status and macroeconomic outlook of these audited consolidated financial statements).

As a result, the Company recognized foreign currency losses o f $ 386 million and $ 141 million for the years ended December 31, 2023 and 2022, respectively.

The share repurchase program expired on March 31, 2024.

During the year ended December 31, 2024, the Company did not acquire any shares under the aforementioned share repurchase program.

142 | MercadoLibre, Inc.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures