MELI 10-K & 10-Q changes, risk factors and insider trading

■We may be liable for or experience reputational damage resulting from user default or the failure of users of our Marketplaceecosystem toservices deliver merchandise or make required payments;

■We holdare andexposed mayto acquirethe value of digital assets that may be subject to volatile market prices and unique risks of loss;

■Our transactions in Latin America may be impacted by the weaknesses of secure payment methods; and ■Provisions of our certificate of incorporation and Delaware law could inhibit others from acquiring us, prevent a change of control, and may prevent efforts by our stockholders to change our management;management.

Online commerce and digital financial services are still a developing market in Latin America.America, with usage patterns continuing to evolve rapidly. A significant portion of our business is based on an Internet platform for commercial and financial transactions in which almost all activity depends on our users and is therefore largely outside of our control. ExceptFor for our first-partythird-party sales, wethird doparty notsellers choosedecide independently which items they will belist listed,and nor do we maketheir pricing or other decisions relating to the products and servicescommercial bought and sold on our platform.policies. Our future revenues depend substantially on Latin American consumers’ and providers’ widespread acceptance and continued use of the Internet as a way to conduct commerce and to carry out specific financial transactions.transactions as well as on the reliability, affordability and speed of mobile data networks and fixed broadband infrastructure across the region. For us to grow our user base successfully, more consumers and providers must accept and use new ways of conducting business and exchanging information.information, including through mobile devices and digital financial tools. The price of personal computers and/or mobile devices and Internet access may limit our potential growth in certain areas or countries with low levels of Internet penetration and/or high levels of poverty.poverty, Theor infrastructurewhere forinflation and currency devaluations increase the cost of connectivity and hardware. Internet infrastructure in Latin America may not be able to support continued growth in the number of Internet users, their frequency of use or their bandwidth requirements.requirements, especially given the increasing data demands of video content, AI-driven services and logistics-tracking technologies.

Given that we operate in a business environment in Latin America that is different than the environment in which other companies providing e-commerce and digital financial services operate, including differences in connectivity costs, payment infrastructure, and logistics networks, the performance of such other companies is not an indication of our future financial performance. Availability, transaction speeds, acceptance, interest and use of the Internet across Latin America are all critical to our growth and services, as is continued access to reliable regional cloud infrastructure, payment networks and mobile platforms operated by third parties, and the occurrence of any one or more of the above challenges to Internet usage or disruptions in regional telecommunications, data centers or payment-processing networks could have a material adverse effect on our business.

We must constantly add new hardware, update software, enhance and improve our billing and transaction systems, and add and train new engineering and other personnel to accommodate the increased use of our website, apps and the new products and features we regularly introduce. This upgrade process is expensive,expensive and the increasing complexity and enhancement of our website results in higher costs, and ultimately may not be successful. Our revenues depend on prompt and accurate billing processes. Failure to upgrade our technology, transaction-processing capabilities, features, transaction processing systems, security infrastructure, or network infrastructure to accommodate increased traffic or transaction volume, or the increased complexity of our website could materially harm our business and our ability to collect revenue. InThe addition,successful our useoperation of AIthese involvessystems significantdepends technicalin complexitypart on reliable access to computing capacity and requiresthird-party specializedtechnology expertise.providers. Any disruption or failure in our AIIT systems or infrastructure, or those of our third-party providers, could result in system failures, delays or errors in our operations, which could harm our business and financial results.

We may also need to enter into relationships with various strategic partners, websites, cloud providers, other online service providers, shipping and logistics companies and other third parties necessary to our business. The increased complexity of managing multiple commercial relationships could lead to execution problems that can affect current and future revenues and operating margins, as well as our reputation. The expansion of our Mercado Pago and Mercado Envios businesses into new countries may also require a close commercial relationship with one or more local banksbanks, regulators or other intermediaries, which may prevent, delay or limit the introductions of our services in such countries.countries or subject us to differing interoperability and compliance standards. If our users have negative experiences with, or view unfavorably, any of the companies or partners with whom we have relationships, it could cause them to stop using our products and services and negatively impact our results of operations. In addition, changes in access terms, pricing or technical specifications imposed by global device, platform or cloud providers could influence our ability to innovate or deploy new services on a consistent basis across markets.

As a result of the emerging nature and related volatility of the markets and economies in the countries in which we operate, ongoing inflationary and currency-exchange volatility in certain Latin American markets, and the entry of new global and regional competitors that exert pricing and margin pressure, the increased variety and mix of services and products that we offeroffer, including technology and AI-driven initiatives with significant upfront investment requirements, and the rapidly evolving nature of our business, it is particularly difficult for us to forecast our revenues or earnings accurately. Our current and future expense levels are based largely on our investment plans and estimates of future revenues and are, to a large extent, fixed.fixed or committed to long-term technology, logistics and infrastructure programs that cannot be scaled down quickly. We may not be able to adjust spending in a timely manner to compensate for any unexpected revenue shortfall.shortfall or cost increase driven by infrastructure, energy or compute-resource pricing. Accordingly, any significant shortfall in revenues relative to our planned expenditures may have an immediate adverse effect on our business, results of operations and financial condition.condition and may be exacerbated by increased competitive intensity and macroeconomic uncertainty in our main markets.

We may be liable for or experience reputational damage resulting from user default or the failure of users of our Marketplaceecosystem to deliver merchandise or make required paymentsservices

We are subject to the risk of fraudulent activity by our users, including fraudulent and illicit sales, money laundering, bank fraud, fraud from means of payment entities, employee fraud, third parties providers' fraud and online securities fraud. Measures to detect and reduce the occurrence of fraudulent activities are complex and require continuous improvement, and there can be no assurance that theywe will be sufficientable to successfully and accurately detect, prevent or deter fraud, particularly new and continually evolving forms of fraud. As our business grows, the cost of remediating fraudulent activity, including customer reimbursements, may materially increase and could negatively affect our operating results. In addition, users’ fraudulent or potential illegal activities when using our platforms or payment solutions we offer could expose us to civil or criminal liability and could have a material adverse effect on our financial performance, our business or our reputation.

We incur losses from claims of customers who did not authorize a purchase, from buyer fraud and from erroneous transmissions. Third parties have attempted, and will likely continue to attempt, to abuse access to and misuse our payments solution to commit fraud by, among other things, creating fictitious accounts using stolen or synthetic identities or personal information, making transactions with stolen financial instruments, abusing or misusing our services for financial gaininstruments or fraudulently inducing users of our platforms into engaging in fraudulent transactions. Due to the digital nature of our payments services, third parties may perform abusive schemes or fraud attacks that are often difficult to detect and may reach a scale that would otherwise not be possible in physical transactions. Numerous and evolving fraud schemes and misuse of our payments service could subject us to significant costs and liabilities, require us to change our business practices, lead to loss of customer confidence in, or decreased use of, our products and services, damage our reputation and brands, and divert the attention of management from the operation of our business. In addition to the direct costs of such losses, if the losses are related to credit card transactions and become excessive, they could result in Mercado Pago losing the right to accept credit cards for payment, which could adversely affect our business.

Our future revenues depend on continued demand for the types of goods that we sell, that users list on the Mercado Libre Marketplace or that users pay for with Mercado Pago on or off the Mercado Libre Marketplace. Demand for our products and services can fluctuate significantly for many reasons, including due to perceived availability, consumer trends, the adoption of new technologies (such as AI-driven tools) that may bypass our marketplace search results, seasonality, promotions, product launches, defective products or unforeseeable events, such as in response to natural or man-made disasters, public health crises (including pandemics), extreme weather (including as a result of climate change), geopolitical events, or changes in or uncertainty about macro-economic conditions, which could impact the overall volume of transactions on our platforms. A decline in the demand for or popularity of certain items sold through the Mercado Libre Marketplace without an increase in demand for different items could result in reduced revenues.

Manufacturers may attempt to enforce minimum resale price maintenance arrangements to prevent distributors from selling on our websites or on the internet generally, or at prices that would make our site unattractive relative to other alternatives.alternatives or may impose selective-distribution or platform-parity requirements that restrict authorized sellers from offering their products on open marketplaces such as ours. Such practices, if adopted broadly by manufacturers, could reduce the range of products offered online and thereby influence overall marketplace dynamics. Increased competition or anti-Internet distribution policies and new brand-control strategies, including algorithmic price monitoring or differentiated fulfillment incentives, could result in reduced operating margins, loss of market share and diminished value of our brand. In order to respond to changes in the competitive environment, we may, from time to time, make pricing, service or marketing decisions or acquisitions that may be controversial with and lead to dissatisfaction among some of our sellers, which could reduce activity on our websites and harm our profitability. In addition, regulatory authorities in several Latin American jurisdictions have begun to scrutinize vertical-distribution and online-channel restrictions, and any such investigations or enforcement trends could affect the way manufacturers and marketplaces interact in the region.

Mercado Pago offers certain of its users in Argentina, Mexico and Chile the option to use the balances stored on their Mercado Pago digital accounts to invest in certain investment products including low-risk investment funds (money market fund equivalents). For the purposes of offering such intermediated investment functionality, in some cases, Mercado Pago has entered into diverse contractual relationships with licensed third partyparties brokers and fund managers whoto serve as the managers of the investment funds and the facilitators of all associated investment services, including but not limited to the execution of investment orders. TheIn such cases, the scope of Mercado Pago’s involvement in these services is generally strictly limited to (i) providing the technology infrastructure and processing of charges and payments from users that use their balances held with Mercado Pago to invest, and (ii) sending the appropriate instructions to our investment partners. The third party providers have complete decision-making authority over the funds and their investment strategies. In Brazil, we have also partnered with a third party with a focus on the financial inclusion of users, to launch three investment fund options, allowing users to diversify their investment portfolio in an accessible way and with options for quick withdrawal. A disruption in our relationships with such third party providers or any of the services they provide to our users could adversely affect our customers’ confidence in our business. In addition, the value of the investments made by our users in the respective investment funds may fluctuate over time as a result of factors not in our control, such as market conditions and investment decisions made by our third party providers. If there is a disruption in the services provided by our third party providers or the investments made by our users otherwise decrease in value, our users may try to pursue claims or legal actions against us, which could affect our reputation and results of operations.

Mercado Pago relies on banks, investment funds or payment processors to process the funding of Mercado Pago transactions and Mercado Libre Marketplace collections, and we must pay a fee for this service. From time to time, card associations may increase the interchange fees they charge for each transaction using one of their cards. Card processors have the right to pass on to us any increases in interchange fees or their own fees for processing. These increased fees increase the operating costs of Mercado Pago, reduce our profit margins from Mercado Pago operations and, to a lesser degree, affect the operating margins of the Mercado Libre Marketplace. We also offer Mercado Pago prepaid and debit cards in Brazil and Mexico, respectively (both under VISA brand), and prepaid cards in Argentina and Chile (both under MasterCard brand); and Mercado Pago credit cards in Brazil and Mexico, all (under the VISA brand, as well as an electronic payment funds card (similar to a debit cardbrand) in, Mexico and Argentina issued (under the MasterCard brand.brand). If any of these companies were to be unwilling or unable to provide these services to us, or if they are willing to provide these services but at less favorable terms, our business and results of operations would be adversely affected.

Mercado Pago pays significant transaction fees when customers fund payment transactions using certain debit andor credit cards or through unaffiliated entities,third-party providers, nominal fees when customers fund payment transactions from their bank accounts, and no fees when customers fund payment transactions from an existing Mercado Pago account balance. Mercado Pago’sOur financial successperformance remains highly sensitive to changes in the rateproportion atof payments funded with credit cards, which itswe sendersrefer fundto paymentsas usingfunding creditmix cards.sensitivity. Customers may prefer to pay usingwith credit cards rather than bank account transfers for a number ofvarious reasons, including due to the ability to pay in installments, dispute andcharges reverse(including charges,chargebacks), earn frequentrewards flyer miles or other incentives offered by credit cards,and defer payment, or due to a reluctance to provide bank account information to us.Mercado Pago. Certain costs and transaction fees that Mercado Pago pays in connection with specific payment methods are fixed on a per-transaction basis regardless of ticket size, while others vary by card network. We generally charge a fee calculated as a percentage of the transaction amount. As a result of these fixed cost dynamics, if we receive a larger percentage of low-ticket transactions or a greater volume of payments routed over higher-cost card networks, our profit margins may decline, and we may need to raise prices, which in turn could adversely affect transaction volumes.

A decline in economic, political, market, health and social conditions could impact our users as well, and their decisions could reduce the number of cards, accounts, and credit lines of their account holders, which ultimately impact our revenues. Any events or conditions that impair the functioning of the financial markets, tighten the credit market, or lead to a downgrade of our current credit rating could increase our future borrowing costs and impair our ability to access the capital and credit markets on favorable terms, which could affect our liquidity and capital resources, or significantly increase our cost of capital. Similar to other businesses with significant exposure to credit losses, we face the risk that our lending users may default on their payment obligations, making the receivables uncollectible and creating the risk of potential charge-offs,write-offs, which could negatively impact our liquidity. Any of these events could adversely affect our business and results of operation.

In certain countries where we operate, we offer users our Mercado Envios shipping service through integration with local carriers. We generally pay local carriers directly for their shipping costs, and then weseparately decide howthe much of thoseshipping costs wepaid transfer toby our customers. The decision to raise the shipping fees we chargecharged to users may have a negative effect on Mercado Envios’ shipping volume, and the decision not to do so may result in a decrease in the operating margins of our commerce operations.

We rely on a number of local carriers (through non-exclusivity agreements) to receive the inventories for our first-party business and on third parties to ship orders to customers. The unavailability of the services of local carriers in certain regions with high demand could negatively affect our ability to providemake shipping services available to our customers, which could in turn have a material adverse effect on our shipping service, operating results, and financial condition.

Through our logistics solution, Mercado Envios, we offer sellers on our platform fulfillment and temporary warehousing services, including maintaining inventories of third parties that sell products through our platform. We also use fulfillment and temporary warehousing services for our first-party business. As we continue to add fulfillment centers, our fulfillment network may become more complex, and the operation of such centers may present significant challenges, including organized crime and drug dealers operating in certain regions where we provide logistic solutions, increasing the complexity of tracking inventories and the operation of our fulfillment network. Our failure to accurately forecast customer demand, seller demand for storage, staffing and properly handle inventories and commercial relationships with third parties could result in excess or insufficient fulfillment capacity, service interruptions, an inability to optimize platform fulfillment or staffing, unexpected costs and may adversely affect our reputation or results of operations. Any supply chain constraint that affects us, our merchants or vendors could also adversely affect our ability to operate our fulfillment network effectively.

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

Even though we have business insurance coverage to face major contingencies affecting our services and goods, it may be inadequate to compensate for our losses, its coverage may be limited, or the amount of our insurance may be less than the related loss.loss or we may be unable to recover all or part of the insured amounts due to the financial condition or insolvency of our insurance providers. Any business disruption, litigation, system failure or natural or man-made disaster may cause us to incur substantial costs and divert resources, which could have a material adverse effect on our business, results of operation and financial condition.

The terms of our senior unsecured notes issued in January 2021 and December 2025, the revolving credit agreement and certain collateralized debt under securitization transactions contain, and any debt instruments we enter in the future may contain, covenants that restrict or could restrict, among other things, our business and operations. Failure to pay amounts due under a debt instrument or a breach of any of its covenants may result in the acceleration of the indebtedness (subject in certain cases to a grace or cure period). Moreover, any such acceleration and required repayment of, or default in respect of, any of our indebtedness could, in turn, constitute an event of default under other debt instruments, thereby resulting in the acceleration and required repayment of other indebtedness we may have. Any of these events could materially adversely affect our liquidity and financial condition.

We holdare andexposed mayto acquirethe value of digital assets that may be subject to volatile market prices and unique risks of loss

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

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

WeOur aree-commerce platform is the largest online commerce and fintech ecosystemleader in the Latin America region based on unique visitors and orders processed,GMV, and our fintech platform is the leader in MAUs amongst fintech companies in Argentina, Chile and Mexico, and the second largest in Brazil. Mercado Libre's e-commerce platform is present in 18 countries (Argentina, Brazil, Mexico, Chile, Colombia, Peru, Uruguay, Venezuela, Bolivia, Costa Rica, Dominican Republic, Ecuador, Guatemala, Honduras, Nicaragua, Panama, Paraguay and El Salvador) and our fintech platform, Mercado Pago, is present in 8 countries (Argentina, Brazil, Mexico, Chile, Colombia, Peru, Uruguay and Ecuador). Our ecosystem provides consumers and merchants with a complete portfolio of services to enable buying and selling onlineonline, and the processing of payments online and offline, as well as offering a wide array of simple day-to-day financial services.

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

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

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

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

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

For loans receivable that share similar risk characteristics such as product type, country, unpaid installments, days delinquent, and other relevant factors, we estimate the lifetime expected credit loss allowance based on a collective assessment. The same methodology is applied for the measurement of the current expected credit losses (“CECL”) for the exposure to off balance sheet unused agreed loan commitment on credit cards portfolio. The lifetime expected credit losses is determined by applying probability of default and loss given default models to monthly projected exposures, then discounting these cash flows to present value using the portfolio’s loans interest rate, estimated as a weighted average of the original effective interest rate of all the loans that conform to the portfolio segment. The probability of default is an estimation of the likelihood that a loan receivable will default over a given time horizon. For most of the products, probability of default models (“PDs”) are estimated using a survival methodology; these PDs are constructed using individual default information through time, taking into account the expected future delinquency rate (forward-looking models) using three probability-weighted macroeconomic scenarios (base, optimistic and pessimistic) following the increased complexity and possible outcomes of the global, regional and domestic macroeconomic performance, so that the models include macroeconomic outlook or projections and recent performance. With this model, we estimate marginal monthly default probabilities for each delinquency bucket, type of product and country. Each marginal monthly probability of default represents a different possible scenario of default. However, for new products with limited historical information such as asset-backedasset backed loans, we useestimate aPDs work-outusing approachroll forrates/transition, theuntil estimationsufficient ofhistory theis PD.available to migrate to fully empirical approaches. The exposure at default is equal to the receivables’ expected outstanding principal, interest and other allowable balances. We estimate 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 we estimate an amortization schemepattern based on historical information. Also, for Brazil credit cards loans, we use, 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. The loss given default (“LGD”) is the percentage of the exposure at default that is not recoverable. The LGD is estimated using work-out and Chainladder approaches. This percentage depends on days past due, type of product and country, and is estimated by measuring an average of historical recovery rates from defaulted credits. For asset-backed products, since there is almost no information to apply either a work-out or Chainladder approach, we use the Basel III guidelines for credit risk management. The measurement of the 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 Management considers that it is needed, we use an expert credit judgment overlay to reflect factors not captured in the results produced by the CECL model. Considering a hypothetical increase in the probability of default of 10%, we would have recognized an increase in our allowance for doubtful accounts for loans receivable and off-balance sheet unused agreed loan commitment on credit cards portfolio of approximately $61$99 million.

We believe that the accounting estimate related to allowance for doubtful accounts on loans receivable is a critical accounting estimate because it requires Management to make complex assumptions and scenarios to estimate the CECL.

Legal contingenciesContingencies

From time to time, we are involved in disputes that arise in the ordinary course of business. We are currently involved in certain legal proceedings as discussed in “Item 3—Legal Proceedings,” and in Note 1614 – Commitments and Contingencies to our audited consolidated financial statements. We believe that we have meritorious defenses to the claims against us, and we will defend ourselves accordingly. However, even if successful, our defense could be costly and could divert Management’s time. If the plaintiffs were to prevail on certain claims, we might be forced to pay material damages or modify our business practices. Any of these consequences could materially harm our business and could have a material adverse impact on our financial position, results of operations or cash flows.

The information includeincluded in this section sets forth, for the years presented, certain data from our consolidated statements of income. This information should be read in conjunction with our audited consolidated financial statements and the notes to those statements included elsewhere in this report.

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

■shipping fees, which are generated when a buyer elects to receive an item is delivered through our shipping service,service. net of the third-party carrier costs (whenWhen we act as an agent).agent, revenues derived from the shipping services are recognized at the time the transaction is successfully concluded for third-party sales, and presented net of the transportation costs charged by third-party carriers. When thewe Company actsact as principal, revenues derived from shipping services are recognized upon delivery of the good to the customer, and presented on a gross basis. In addition, the Company generates storage fees, which are charged to the seller for the utilization of the Company’s fulfillment facilities;

■ad sales fees due to advertising services provided to sellers, vendors, brands and others, through performanceproduct productssearches (product ads and brand ads) and display formats,formats (including video ads and display programmatic), which are recognized based on the number of clicks and impressions, respectively;

■classifieds fees due to offerings in vehicles, real estate and services, which are charged to sellers who opt to give their listings greater exposure throughout our websites; and ■fees from other ancillary businesses.

Fintech revenues and financial income are attributable to:

■interest, cash advances and fees from credit cards, merchantmerchant, consumer and consumerasset-backed loans granted under our lending solution;

TheSee followingNote table8 summarizes– Segments of our audited consolidated financial statements for further information regarding our net revenues and financial income disaggregated by revenuesimilar streamproducts and geographic segmentservices for the years ended December 31, 2024,2025, 20232024 and 2022:2023.

(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 years2023 results to our audited consolidated financial statements for further details.

As of MarchJune 31,30, 2026, there have been no material changes in our risk factors from those disclosed in the Company’s 2025 10-K.

■a discussion of our principal trends and results of operations for the six and three-month periods ended MarchJune 31,30, 2026 and 2025;

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

The following table sets forth the percentage of our consolidated net revenues and financial income by segment for the six and three-month periods ended MarchJune 31,30, 2026 and 2025:

Net revenues and financial income for the six and three-month periodperiods ended MarchJune 31,30, 2026 as compared to the same periodperiods in 2025 are described in “Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations—Principal trends in results of operations— Net revenues and financial income.

Results of operations for the six and three-month periodperiods ended MarchJune 31,30, 2026 compared to the six and three-month periodperiods ended MarchJune 31,30, 2025

The selected financial data for the six and three-month periods ended MarchJune 31,30, 2026 and 2025 discussed herein is derived from our unaudited interim condensed consolidated financial statements included in Item 1 of Part I of this report. The results of operations for the six and three-month periodperiods ended MarchJune 31,30, 2026, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026 or for any other period.

■first partyfirst-party sales, which are generated when control of the good is transferred, upon delivery to our customers;

We have a highly fragmented customer revenue base given the large numbers of sellers and buyers who use our platforms. For the six and three-month periods ended MarchJune 31,30, 2026 and 2025, no single customer accounted for more than 5.0% of our net revenues and financial income.

Our net revenues and financial income grew during the six and three-month periodperiods ended MarchJune 31,30, 2026, compared to the same periodperiods in 2025, boosted by growth in credit originations from our lending business and our first-party business, and higher total payment volume and gross merchandise volume.

The following table summarizes our consolidated net revenues and financial income for the six and three-month periods ended MarchJune 31,30, 2026 and 2025:

NetOur Commerce revenues growthgrew during$3,488 million and $1,923 million, or 48.8% and 50.0%, for the six and three-month periodperiods ended MarchJune 31,30, 2026, as compared to the same periodperiods in 2025, wasrespectively. offset by the averageThis increase ofin Argentina’sCommerce exchangerevenues ratewas againstprimarily U.S.attributable dollar of 34.1%.to:

The following table sets forth the growth in net revenues and financial income in local currencies, for the six and three-month periods ended MarchJune 31,30, 2026 as compared to the same periods in 2025:

(2) For the six and three-month periodperiods ended MarchJune 31,30, 2026, the average inter-annual inflation raterates in our Argentine segment of 32.7%32.9% wasand lower33.0%, respectively, were higher than the average inter-annual increase of Argentina’s official exchange raterates against U.S. dollar of 34.1%.28.1% and 22.5%, respectively.

For the three-monthsix-month period ended MarchJune 31,30, 2026 as compared to the same period in 2025, the increase in cost of net revenues and financial expenses was primarily attributable to a: i) $787$1,826 million increase in shipping operating and carrier costs; ii) $400$967 million increase in cost of sales of goods mainly in Brazil and Mexico; iii) $185$412 million increase in collection fees across all of our main segments, as a result of the higher total payment volume of Mercado Pago in those countries; iv) $142$281 million increase in sales taxes; v) $274 million increase in other fintech costs mainly related to higher funding costs in connection with the increase in the lending business portfolio; v) $134 million increase in sales taxes; and vi) $105$231 million increase in hosting and site operation fees.

Our subsidiaries in Brazil, Argentina and Colombia are subject to certain taxes on revenues and financial income, which are classified as a cost of net revenues and financial expenses. These taxes represented 6.0%5.9% and 5.8% of net revenues and financial income for the six and three-month periodperiods ended MarchJune 31,30, 2026, respectively, and 6.7%6.6% for the same periodperiods in 2025.

For the six and three-month periods ended MarchJune 31,30, 2026 and 2025, our gross profit margins were 43.7%42.2% and 46.7%,40.9%, and 46.1% and 45.6%, respectively. The decrease in our gross profit margin was primarily attributable to the reduction of our free shipping threshold in Brazil together with an increase in our shipping operating costs and our cost of sales of goods as a percentage of net revenues and financial income, partially offset by a decrease in sales taxes and collection fees,taxes, as a percentage of net revenues and financial income.