# MercadoLibre, Inc. (MELI): Narrative, Q3 FY2026

MercadoLibre reports in US dollars. All amounts below are as the company reports them; "million" and "billion" refer to US dollars.

## Business

*Source: Annual Report on Form 10-K for the fiscal year ended December 31, 2025, accession 0001099590-26-000006.*

MercadoLibre runs Latin America's largest e-commerce marketplace and one of its largest digital financial-services platforms. It makes money in two ways. Commerce revenue comes from fees charged to third-party sellers on the Mercado Libre Marketplace (final value fees and flat fees on low-value items, shipping and storage fees, advertising, classifieds and MELI+ subscriptions), plus first-party sales of its own inventory. Fintech revenue comes from Mercado Pago: commissions on off-marketplace payments, installment financing fees, interest and fees on consumer, merchant and credit-card loans, interest on float, asset-management, insurance and point-of-sale device sales. In fiscal 2025, net revenues and financial income were $28.89 billion: $16.29 billion from Commerce and $12.60 billion from Fintech. Brazil, Mexico and Argentina together generated 95.6% of that revenue.

The ecosystem has five parts:

- **Mercado Libre Marketplace.** The regional leader by gross merchandise volume (GMV), present in 18 countries. Third-party sellers account for most of the GMV. First-party selling makes up less than 10% and is used in selected categories to improve price and assortment. Cross-border trade brings in goods mainly from China and the U.S. Classifieds (vehicles, property, services) charge listing fees only.
- **Mercado Envios.** The company's own logistics network. Fulfillment centers handle more than half of shipments. The rest flows through cross-docking and thousands of "MELI Places" drop-off and pick-up points, with dedicated aircraft, trucks and last-mile vans, mostly operated by third-party carriers. Shipping subsidies offered through the network fund free or discounted shipping for buyers.
- **Mercado Ads.** Retail media for sellers and brands: product ads, brand ads, display and video. Display and video can also be bought off-platform.
- **Mercado Pago.** Present in 8 countries. It leads fintechs by monthly active users in Argentina, Chile and Mexico and ranks second in Brazil. It began by settling every Marketplace transaction and now offers a digital account, prepaid, debit and credit cards, point-of-sale and QR acquiring, insurance, yield-bearing balances and savings, crypto buy/hold/sell, and a US dollar stablecoin ("Meli Dólar") used for loyalty cashback. Lending runs in Argentina, Brazil, Mexico and Chile, using in-house machine-learning credit models built on marketplace and payments data. Merchant loans are collected directly from sellers' Marketplace sales.
- **MELI+ and Mercado Play.** A tiered loyalty program (shipping benefits, cashback and installments, plus bundled streaming in higher tiers) and a free, ad-supported video service that also serves as video ad inventory.

The company reports four geographic segments: Brazil, Mexico, Argentina and Other Countries. In 2025, 52.6% of revenue was denominated in Brazilian reais, 22.4% in Mexican pesos and 20.6% in Argentine pesos. Argentina has been accounted for as a highly inflationary economy, with the US dollar as its functional currency, since July 1, 2018.

Stated strategy:

- add new transactional categories and first-party selection;
- deepen use of fulfillment, ads, Mercado Pago and MELI+ on the Marketplace;
- become users' principal financial-services partner through cross-selling;
- layer credit and software onto merchant acquiring;
- raise monetization per transaction;
- use the loyalty program to tie commerce and fintech usage together.

Management does not give earnings guidance and says it manages for the long term rather than near-term earnings.

Business is seasonal. The fourth quarter is strongest in every country. The first quarter is weakest because of southern-hemisphere summer and Carnival. Competition comes from local and international marketplaces, including rapidly expanding Asian platforms that the 10-K says gained significant share in 2025 with low-price, cross-border models. On the fintech side it comes from banks, fintechs and global payment players. At December 31, 2025 the company had 123,670 employees, 61,139 of them in Brazil and 34,336 in Mexico. Ariel Szarfsztejn is President and Chief Executive Officer and founder Marcos Galperin is Executive Chairman (Form 8-K, accession 0001999371-26-007656).

## Risk factors

*Source: FY2025 Form 10-K, accession 0001099590-26-000006. The Q3 2026 Form 10-Q (accession 0001099590-26-000029) reports no material changes to these risk factors as of September 30, 2026.*

The 10-K groups its risks under five headings: business and operations, legal and regulatory, intellectual property, cybersecurity and technology, and doing business in Latin America. The ones that bear most directly on the investment case are below.

**Credit and funding**
- **Credit risk in the lending book.** Loans are underwritten with internally built models that may misjudge borrowers or the economy. A downturn or rising rates can raise defaults and write-offs. Funding costs and growth of the lending business are directly tied to interest rates.
- **Dependence on receivable buyers and securitization investors.** Mercado Pago is funded largely by selling credit-card receivables to banks and funds and through special-purpose securitization vehicles with a concentrated investor base. Losing key investors, or facing higher card-network fees, would constrain funding or raise its cost.
- **Interest rates and installments.** Installment payments were 19.0% of Mercado Pago's total payment volume in 2025. Higher rates force higher installment fees, which would likely depress payment volume.
- **Funding and ticket mix.** Card-funded and low-ticket payments carry fixed per-transaction costs, so a shift toward them compresses Mercado Pago margins.
- **Debt covenants and ratings.** The senior notes, revolving credit facility and securitization debt carry covenants and cross-default exposure. A rating downgrade would raise borrowing costs.

**Competition and operations**
- **Intensifying competition.** Barriers to entry are low. Better-capitalized global players, including fast-growing Asian cross-border platforms, compete on price, marketing and logistics. Banks retain regulatory influence over fintech rules. Device makers' limits on NFC access constrain tap-to-pay.
- **Profitability is hard to forecast.** Much of the cost base is committed to long-term technology, logistics and AI programs that cannot be scaled down quickly if revenue falls short.
- **Logistics and fulfillment.** The company depends on local carriers. The fulfillment network is growing more complex, with organized crime active in some regions. New warehouses face construction delays. A Fulfillment Protection Program covers seller inventory losses.
- **Fraud and buyer protection.** Synthetic identities, stolen cards and fraud schemes cause losses and chargebacks. Excessive chargebacks could cost Mercado Pago the right to accept credit cards. Buyer Protection Program reimbursements grow as coverage expands.
- **App-store dependence.** Apple and Google control distribution of the apps and can impose 15% to 30% commissions and anti-steering rules on digital goods.
- **AI.** Autonomous agents, model errors, bias, intellectual-property exposure and reliance on a small number of compute vendors add operational, legal and cost risk.
- **Customer funds and investment products.** Mismanaging Mercado Pago balances or failures at third-party fund managers could bring regulatory sanctions and loss of user trust.
- **Digital assets.** The company holds some reserve assets exposed to digital-asset prices. Its crypto feature relies on third-party custodians whose loss of private keys would be irreversible.

**Regulation and legal**
- **Broad and expanding regulation.** Payments, lending, deposits, money transmission, anti-money-laundering, sanctions (including OFAC), shipping, data privacy and emerging AI rules apply across Brazil, Argentina, Mexico, Chile, Peru, Colombia and Uruguay. Mercado Pago entities require licenses in several of these countries.
- **Tax.** Brazil's dual-VAT reform takes effect in 2026, with a transition to 2033 that includes split-payment collection. Pillar Two minimum-tax rules have been enacted in Brazil, Spain and Uruguay. The multi-jurisdiction corporate structure creates transfer-pricing exposure.
- **Antitrust.** Mexico's competition authority examined Buy Box algorithms and logistics integration at Amazon Mexico and Mercado Libre. It closed the case in August 2025 without corrective measures, but regional authorities continue to watch digital markets.
- **Liability for user conduct.** The company has been fined over users' sales of prohibited or unapproved goods. It faces infringement claims and possible liability for items stored or shipped in breach of its policies.
- **Enforceability.** Most assets, directors and officers are outside the U.S., which may make U.S. judgments hard to enforce.

**Technology and security**
- **Outages and breaches.** Systems are not fully redundant and run on Amazon Web Services and Google Cloud. The company does not carry insurance that reimburses losses from security breaches. It has experienced intrusion attempts and phishing campaigns that impersonate its brands.

**Latin America**
- **Macro and political instability.** The company operates in emerging markets with a history of recession, inflation, social unrest, expropriation and corruption, and with heavy government intervention through price controls, capital controls, import limits and retroactive tax claims.
- **Currency.** Almost all revenue is earned in local currencies and reported in dollars, so a stronger dollar reduces reported results. In 2025, inflation was 31.5% in Argentina, 4.3% in Brazil and 3.7% in Mexico. Argentina's official peso rate rose 41.0% that year. Argentina's exchange controls have been partly relaxed but could be re-tightened, restricting remittances. Brazilian law also allows temporary limits on remittances.
- **Labor.** Employees in Brazil and some in Argentina, Mexico, Chile and Uruguay are unionized.

**Shares**
- **Anti-takeover provisions.** These include a staggered board, a 20% ownership and voting cap, no stockholder action by written consent, and Delaware Section 203 protections.

## Management's discussion: fiscal 2025

*Source: FY2025 Form 10-K, accession 0001099590-26-000006.*

**Revenue.** Net revenues and financial income rose 39.1% to $28.89 billion, or 52.4% on a foreign-exchange-neutral basis. Management attributes the growth to credit originations, a 41.3% rise in total payment volume, installment fees and a 26.4% rise in GMV.

- **Commerce** grew 34.0% (+$4.14 billion). Services added $2.67 billion, helped by higher flat-fee contributions on low-value orders. First-party product sales added $1.46 billion.
- **Fintech** grew 46.2% to $12.60 billion. Credit revenues added $2.26 billion on higher originations. Financial services and income added $1.72 billion.

By segment, revenue was:

| Segment | 2025 revenue | Commerce growth | Fintech growth |
|---|---|---|---|
| Brazil | $15.20 billion | 30.5% | 37.8% |
| Mexico | $6.48 billion | 36.2% | 43.8% |
| Argentina | $5.96 billion | 44.6% | 62.9% |

**Margins.** Gross margin fell to 44.5% from 46.1%. Management attributes the decline mainly to the lower free-shipping threshold in Brazil, plus higher cost of goods and fintech funding costs, partly offset by lower collection fees and sales taxes. Cost of revenue rose $4.84 billion. The largest drivers were:

- shipping operating and carrier costs: +$1.91 billion;
- cost of goods sold: +$1.17 billion;
- collection fees: +$533 million;
- fintech funding costs: +$523 million;
- sales taxes: +$418 million.

Operating expenses moved as follows:

- **Provision for doubtful accounts:** up 66.4% to $3.09 billion (10.7% of revenue), driven by 61% growth in originations, mainly credit cards and consumer and merchant loans.
- **Sales and marketing:** up 46.9% to $3.22 billion, including $637 million more in marketing and a 55% increase in sales and marketing headcount.
- **Product and technology development:** up 17.3% to $2.27 billion; it fell to 7.9% of revenue from 9.3%.

Income from operations rose 21.7% to $3.20 billion, but operating margin narrowed to 11.1% from 12.7%.

**Below the line.** Other expense, net widened to $359 million, mainly on $155 million of higher foreign-exchange losses (Argentine subsidiaries' losses rose $254 million). The effective tax rate rose to 29.7% from 21.4%, mainly because of lower tax-inflation-adjustment deductions in Argentina. Net income was $1.997 billion against $1.911 billion, and diluted EPS was $39.40 against $37.69. Adjusted EBITDA (non-GAAP) was $4.02 billion.

**Cash, investment and debt.** Operating cash flow was $12.12 billion. The company put a net $6.66 billion into loan growth and $1.33 billion into property, equipment and intangibles, mostly logistics and technology. Adjusted free cash flow (non-GAAP) was $1.48 billion. Net debt (non-GAAP, including operating leases) was $4.68 billion at year-end, against $2.25 billion a year earlier. Mercado Pago and lending are funded through:

- credit-card receivable sales;
- securitizations in Brazil, Mexico, Chile and Argentina;
- Brazilian deposit certificates and financial bills;
- bank lines;
- an $800 million revolving credit facility.

In December 2025 the company issued $750 million of 4.900% Notes due 2033. It repaid the $367 million outstanding on its 2026 Sustainability Notes in January 2026. No dividends have been paid since 2018.

**Key operating metrics (2025).**

| Metric | 2025 | 2024 |
|---|---|---|
| Fintech monthly active users | 78 million | 61 million |
| Unique active buyers | 121 million | 100 million |
| Gross merchandise volume | $65.04 billion | $51.47 billion |
| Total payment volume | $277.82 billion | $196.66 billion |
| Net interest margin after losses (NIMAL) | 22.4% | 28.2% |

## Current quarter: Q3 2026 (three months ended September 30, 2026)

*Sources: Form 10-Q for the quarter ended September 30, 2026, accession 0001099590-26-000029. Management commentary and the quarterly adjusted free cash flow figure come from the shareholder letter furnished as Exhibit 99.1 to Form 8-K, accession 0001099590-26-000027.*

**Headline.** Growth stayed strong, but margins compressed sharply as the company kept spending on free shipping, fulfillment capacity, marketing and credit-card growth.

| Q3 measure | Q3 2026 | Q3 2025 | Change |
|---|---|---|---|
| Net revenues and financial income | $10.75 billion | $7.41 billion | +45.1% (+40.8% FX-neutral) |
| Income from operations | $676 million | $724 million | -6.5% |
| Operating margin | 6.3% | 9.8% | |
| Net income | $448 million | $421 million | |
| Diluted EPS | $8.83 | $8.32 | |

For the nine months, revenue rose 47.8% to $29.76 billion. Income from operations fell 14.8% to $1.97 billion (6.6% margin against 11.5%). Net income was $1.331 billion against $1.438 billion.

**Revenue drivers.** Commerce revenue rose 47.2% to $6.14 billion. Services added $1.36 billion on 38% GMV growth, and first-party product sales added $612 million, mainly in Brazil and Mexico. Fintech revenue rose 42.5% to $4.61 billion. Credit revenues added $885 million on higher originations, and financial services added $489 million on 53% growth in total payment volume.

By segment, Q3 revenue was:

| Segment | Q3 2026 revenue | USD growth | Local-currency growth | Direct contribution margin (vs Q3 2025) |
|---|---|---|---|---|
| Brazil | $6.00 billion | +49.7% | +41.2% | 8.0% (11.8%) |
| Mexico | $2.43 billion | +47.1% | +36.3% | 14.2% (18.5%) |
| Argentina | $1.82 billion | +26.1% | +41.9% | 33.7% (39.7%) |
| Other Countries | $502 million | +63.1% | +54.3% | 9.1% (14.0%) |
| Total | $10.75 billion | +45.1% | +40.8% | 13.8% (18.8%) |

A weaker dollar lifted reported growth in Brazil and Mexico. In Argentina, a 12.5% rise in the average peso rate held reported growth below local-currency growth.

**Why margins fell.**

- **Gross margin** dropped to 40.8% from 43.3%. Cost of revenue rose $2.17 billion, led by:
  - shipping operating and carrier costs: +$1.06 billion;
  - cost of goods sold: +$489 million;
  - collection fees: +$198 million;
  - hosting: +$149 million;
  - sales taxes: +$118 million.

  The shareholder letter says net shipping margin has fallen by about 200 basis points of GMV since Q1 2025. Two effects explain most of it: lower-priced items and smaller baskets after the free-shipping threshold was cut in Brazil. Higher energy prices and a nearly 20% quarter-on-quarter expansion of fulfillment floor space ahead of peak season added to the pressure.
- **Provision for doubtful accounts** rose 64.6% to $1.34 billion (12.5% of revenue against 11.0%). Originations grew 70%, mainly in credit cards and consumer and merchant loans.
- **Sales and marketing** rose 49.1% to $1.24 billion (11.6% of revenue). The increase includes $276 million more marketing, concentrated in Brazil and Mexico, and a 35% larger sales headcount. Management describes a tactical step-up in affiliate marketing in Brazil.
- **Product and technology development** rose 31.4% to $745 million but fell to 6.9% of revenue from 7.7%, despite higher AI and technology-maintenance spending.

Net income still rose. Foreign-exchange losses fell to $72 million from $102 million, and the estimated effective tax rate dropped to 25.5% from 33.8% on higher non-taxable gains and deductions in Brazil and lower taxable FX gains in Argentina.

**Operating metrics (Q3 2026 vs Q3 2025).**

| Metric | Q3 2026 | Q3 2025 |
|---|---|---|
| Fintech monthly active users | 93 million | 72 million |
| Unique active buyers | 94 million | 77 million |
| GMV | $22.82 billion | $16.54 billion |
| Items sold | 867 million | 635 million |
| Total payment volume | $108.80 billion | $71.22 billion |
| Acquiring payment volume | $68.28 billion | $47.71 billion |
| NIMAL | 20.1% | 21.0% |
| Capital expenditures | $503 million | $357 million |

The shareholder letter adds detail on the credit book and the markets:

- **Credit book.** The portfolio reached almost $18 billion, up 62%. Credit cards are 47% of it, against 44% a year earlier. The 15–90-day non-performing loan ratio was 7.0%, broadly stable. Management says recent card cohorts start NIMAL-negative and turn profitable as they mature, which is why rapid issuance depresses near-term margins.
- **Markets.** Advertising revenue grew 51% FX-neutral. Mexico slowed: FX-neutral GMV grew 21%, which management attributes to a tax reform and weaker consumption. In Argentina, MELI+ free shipping was extended in September to all delivery methods in the managed network.
- **AI spending.** Spending on AI rose by almost $30 million from Q2.

**Cash, funding and balance sheet.**

- **Cash flow (nine months).** Operating cash flow was $8.69 billion. Loan growth absorbed a net $6.21 billion and capital expenditures $1.22 billion. Adjusted free cash flow (non-GAAP) was $443 million, against $718 million a year earlier. The shareholder letter puts Q3 adjusted free cash flow at $285 million.
- **New notes.** In September 2026 the company added $1.0 billion of 5.850% Senior Notes due 2036 to its debt.
- **Debt and liquidity.** Total debt including operating leases was $16.15 billion at September 30, 2026. Net debt (non-GAAP) was $8.03 billion, against $4.68 billion at December 31, 2025. Cash, cash equivalents and short-term investments available as liquidity were $6.90 billion, excluding $473 million of restricted investments. Nothing was drawn on the $800 million revolving facility. An April 2026 amendment lowered the share of revenue that guarantors must represent to 60% from 75%.
- **Commitments.** Remaining minimum commitments for cloud and technology services, including AI capabilities, totaled $1.70 billion. Warehouse leases in Brazil, Mexico, Argentina and Chile that had not yet commenced totaled $2.12 billion.
- **Buybacks and acquisitions.** No shares were repurchased in Q3. Business acquisitions in Brazil added $7 million of goodwill during the first nine months; the 10-Q does not name the business acquired or the price.

**Legal and tax contingencies.** At September 30, 2026 the company had accrued $179 million for probable proceeding-related losses, net of judicial deposits. It estimates further reasonably possible losses of up to $768 million, for which nothing is accrued. The largest matter is Brazilian withholding tax on payments for intercompany IT and management services from Brazilian subsidiaries to Argentina's MercadoLibre S.R.L.:

- The provision for it was $664 million, presented net of $625 million of judicial deposits.
- In May 2026 the Brazilian subsidiaries signed new service agreements and filed new suits seeking to apply a 10% treaty rate rather than 15%.
- An appeal on the IT-services case was denied in July 2026.

The company also disputes other Brazilian federal tax matters, including ICMS tax benefits ($187 million at issue, not accrued) and PIS/COFINS bases.

**Regulatory developments in 2026.**

- **Brazil:** in July 2026 the company's securities-distributor subsidiary applied for central-bank authorization for crypto intermediation and custody under the new virtual-asset framework.
- **Argentina:** the company reports that it has implemented, or is complying with, new central-bank rules for payment service providers and securities-commission rules for clearing and settlement agents.
- **Chile:** in August 2026 the financial regulator approved adding cross-border acquiring to the corporate purpose of Mercado Pago's Chilean operator.
- **Uruguay:** the central bank authorized interest-bearing accounts through a partner in May 2026 and a prepaid card in August 2026.

## Subsequent events

*Source: Form 10-Q for the quarter ended September 30, 2026, accession 0001099590-26-000029 (Note 10, Note 2, Note 8, Part II Item 5 and the MD&A regulatory update), except where noted.*

- **$735 million International Finance Corporation (IFC) loans (November 4, 2026).**
  - *Borrowers and structure.* Mercado Livre Brasil Ltda. and Mercado Pago Instituição de Pagamento Ltda. each signed loan agreements with the IFC. The agreements provide senior unsecured term loans totaling $735 million, split equally between the two subsidiaries:
    - $250 million of "A" loans funded by the IFC, maturing five years after first disbursement;
    - $485 million of "B" loans funded by participating financial institutions with the IFC as lender of record, maturing in three years.

    Both are repayable in a single payment at maturity.
  - *Terms.* Interest is six-month Term SOFR plus 1.05%, payable semi-annually. The A-loan spread is reset once, after three years, by 0.15% per notch of rating change from the June 2026 level.
  - *Use of proceeds.* Early settlement of credit-card receivables for micro, small and medium-sized businesses in Brazil's Amazon Region.
  - *Guarantee and covenants.* MercadoLibre, Inc. guarantees the loans on an unsecured basis. Cross-acceleration and judgment-default thresholds are $200 million.
  - *Status.* Nothing had been disbursed as of the report date; the first disbursement is expected in November 2026.
- **Brazilian real volatility.** After September 30, 2026 and following Brazil's presidential election, the real became more volatile against the dollar. The company says it is monitoring the potential effect on its results.
- **Brazilian Supreme Court tax rulings.**
  - On October 7, 2026 the court concluded Theme 843, ruling that including ICMS presumed credits in the PIS/COFINS base is unconstitutional. The company's related disputes total $16 million and $51 million, are rated reasonably possible, and are not accrued.
  - On October 21, 2026 the court concluded Theme 118, ruling that the municipal services tax (ISS) must be excluded from the PIS/COFINS base. The company carries a $96 million provision on this matter and is reassessing it in light of the ruling.
  - Neither decision had been published by the report date.
- **Withholding-tax case.** On October 22, 2026 a Brazilian federal appeals court denied the company's motion for clarification in the IT-services withholding-tax case. The company intends to appeal once the decision is published.
- **Pending supplier-bonus case.** Brazil's Superior Court of Justice set its leading case on excluding supplier bonuses from the PIS/COFINS base (Theme 1412) for trial, expected November 11, 2026. The company's own claim covers $94 million and is rated reasonably possible, not accrued.
- **Argentina labor-assistance funds.** On October 20, 2026, Decree No. 1228/2026 postponed the start of the Labor Assistance Funds regime to December 1, 2026. On November 3, 2026 the securities commission registered Mercado Pago Asset Management's fund for the regime.
- **Uruguay.** On October 1, 2026 the central bank authorized MercadoPago Uruguay S.R.L. to administer electronic payment terminals and offer its Mercado Pago Point device.
- **Netflix advertising partnership.** In October 2026 the company announced that Netflix will join Disney, Roku and HBO Max on its connected-TV advertising offering from early 2027 (shareholder letter, Form 8-K accession 0001099590-26-000027).
- **No acquisitions or divestitures** after September 30, 2026 are disclosed in the 10-Q.