UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 10, 2026 (September 9, 2026)
MercadoLibre, Inc.
(Exact name of Registrant as specified in Charter)
Commission file number 001-33647
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Delaware
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98-0212790
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(State or other jurisdiction of incorporation )
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(I.R.S. Employer Identification Number)
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WTC Free Zone
Dr. Luis Bonavita 1294, Of. 1733, Tower II
Montevideo, Uruguay, 11300
(Address of registrant’s principal executive offices) (Zip Code)
(+598) 2-927-2770
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share
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MELI
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Nasdaq Global Select Market
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3.125% Notes due 2031
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MELI31
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The Nasdaq Stock Market LLC
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4.900% Notes due 2033
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MELI33
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. |
Entry into a Material Definitive Agreement.
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On September 9, 2026, MercadoLibre, Inc. (the “Company”) and its subsidiaries MercadoLibre S.R.L., Mercado Livre Brasil Ltda.,
DeRemate.com de México, S. de R.L. de C.V., MP Agregador, S. de R.L. de C.V., MercadoLibre Chile Ltda. and MercadoLibre Colombia Ltda. entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Citigroup Global
Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as representatives of the several underwriters listed in Schedule 1 thereto (the “Underwriters”), and the Underwriters have agreed to purchase from
the Company $1,000 million aggregate principal amount of 5.850% Notes due 2036 (the “Notes”). The Company is offering and selling the Notes pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-291604) (the “Registration
Statement”), which Registration Statement relates in part to the offer and sale from time to time of an indeterminate amount of the Company’s debt securities.
The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the
sale of the Notes by the Company to the Underwriters, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.
The foregoing description of certain terms of the Underwriting Agreement is not complete and is qualified in its entirety by the
Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. Further information concerning the Notes and related matters is set forth in the Prospectus Supplement.
| Item 7.01 |
Regulation FD Disclosure.
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On September 9, 2026, the Company issued a press release announcing the pricing of the Notes in a public offering. The Notes are
guaranteed by MercadoLibre S.R.L., Mercado Livre Brasil Ltda., DeRemate.com de México, S. de R.L. de C.V., MP Agregador, S. de R.L. de C.V., MercadoLibre Chile Ltda. and MercadoLibre Colombia Ltda.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference. The information in
this Item 7.01 of this Current Report on Form 8-K is furnished and shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
Number
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Description
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Underwriting Agreement, dated September 9, 2026, among MercadoLibre, Inc., MercadoLibre S.R.L., Mercado Livre Brasil Ltda., DeRemate.com de México, S. de R.L.
de C.V., MP Agregador, S. de R.L. de C.V., MercadoLibre Chile Ltda. and MercadoLibre Colombia Ltda. and BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co.
LLC, as representatives of the several underwriters listed in Schedule 1 thereto.
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Press Release of MercadoLibre, Inc., dated September 10, 2026.
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104
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The cover page from this Current Report Form 8-K, formatted Inline XBRL.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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MercadoLibre, Inc.
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Dated: September 10, 2026
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By:
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/s/ Martín de los Santos
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Name:
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Martín de los Santos
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Title:
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Chief Financial Officer
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