dLocal completes transition to a majority independent Board with appointments of Paco Ybarra and Nelson Mattos

Rhea-AI Summary

dLocal (NASDAQ:DLO) completed its transition to a nine-person, majority independent Board on Dec 23, 2025, increasing independent directors to five with the appointments of Paco Ybarra and Nelson Mattos. Andres Bzurovski will serve as chairman under the new composition. Ybarra brings 36 years at Citigroup including leadership of Institutional Clients Group; Mattos brings senior product and engineering experience from Google and IBM. The Board will now include three new committees: Nominating & Corporate Governance, Compensation, and Product & Technology. Eduardo Azar, Martín Escobari, Jacobo Singer and Sergio Fogel are leaving the Board; Fogel transitions to a non-executive Co-Founder and Strategic Advisor role.

Positive

• Board majority independent: 5 of 9 directors
• Added global markets expertise with Paco Ybarra
• Added product and engineering expertise with Nelson Mattos
• Established three governance committees to improve oversight

Negative

• Four prior directors departed the Board, reducing continuity
• President & Chief Strategy Officer Sergio Fogel moved to non-executive role

Key Figures

Board size 9 directors New board structure after governance transition

Independent directors 5 members Majority independent Board following latest appointments

Ybarra career length 36 years Career at Citigroup before joining dLocal’s Board

Share price $14.36 Price prior to governance announcement

52-week high $16.78 Upper end of past year’s trading range

52-week low $7.61 Lower end of past year’s trading range

Market cap $4,196,920,426 Equity value before the news

Board committees 3 committees Nominating & Corporate Governance, Compensation, Product & Technology

Market Reality Check

$14.15 Last Close

Volume Volume 795,488 vs 20-day average 1,239,169 (relative volume 0.64x) shows subdued trading ahead of this governance news. low

Technical Price $14.36 is above the 200-day MA $11.92 and 14.4% below the $16.78 52-week high, while up from the $7.61 52-week low.

Peers on Argus

Peers show a mixed pattern: CALX +1.18%, PAY +3.39%, RELY +0.34%, while STNE -0.14% and TENB -0.64%. With sector momentum flagged as stock-specific and no peers in the momentum scanner, DLO’s modest +0.84% move leans more company-specific than broad sector-driven.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 12	Q3 2025 earnings	Positive	+2.3%	Record TPV, revenue, gross profit and strong net income growth.
Oct 08	Earnings call notice	Neutral	-0.3%	Announcement of Q3 2025 results release and webcast logistics.
Sep 09	Strategic partnership	Positive	+2.3%	Western Union partnership to power digital remittance payments in Latin America.
Sep 05	Secondary offering close	Negative	-0.5%	Completion of 17.25M-share secondary sale by existing shareholder at $12.75.
Sep 04	Secondary offering pricing	Negative	-7.8%	Pricing of 15M-share secondary offering at $12.75 with option for 2.25M more.

Pattern Detected

Across the last five events, price reactions generally aligned with the nature of the news: positive fundamentals and partnerships saw modest gains, while secondary offerings saw selling pressure.

Recent Company History

Over recent months, dLocal reported record Q3 2025 results, with TPV of US$10.4B, revenue of US$282.5M, gross profit of US$103.2M, and net income of US$51.8M, which was followed by a +2.34% move. A strategic remittance partnership with Western Union on Sep 9, 2025 coincided with a +2.32% reaction. In contrast, September secondary offerings tied to General Atlantic selling shares led to declines of -7.82% and -0.45%. Against this backdrop, today’s governance-focused board refresh fits a pattern where fundamentally oriented news often sees modestly positive reactions.

Market Pulse Summary

This announcement highlights dLocal’s completion of a nine-member, majority independent Board with five independent directors and the creation of three new committees focused on governance, compensation, and product & technology. Set against a backdrop of strong recent operating results and prior capital markets activity, the governance refresh underscores emphasis on oversight, risk management, and technology strategy. Investors may watch how the reconstituted Board influences future strategic decisions, capital allocation, and regulatory engagement.

Key Terms

corporate governance financial

"a Nominating & Corporate Governance committee, a Compensation committee"

Corporate governance is the system of rules, roles and oversight that determines how a company is directed and controlled, including the responsibilities of its board, executives and shareholders. Like the steering wheel and map for a car trip, it shapes decisions, sets checks on power and defines who can hold leaders accountable; strong governance reduces risk, builds trust and helps investors judge whether a company is likely to protect capital and deliver reliable returns.

compensation committee financial

"a Nominating & Corporate Governance committee, a Compensation committee"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

product & technology committee technical

"a Compensation committee and a Product & Technology committee."

A product & technology committee is an internal governance group that oversees a company’s product strategy, engineering priorities, and technology risks—like a steering team that sets the roadmap and checks the engine. It matters to investors because this committee shapes how effectively a company builds useful products, controls technical and security risks, and allocates resources, all of which affect future growth, costs, and competitive position.

AI-generated analysis. Not financial advice.

MONTEVIDEO, Uruguay, Dec. 23, 2025 (GLOBE NEWSWIRE) -- dLocal Limited (“dLocal”, the “company”, “we”, “us”, and “our”) (NASDAQ:DLO), a leading financial technology company powering payments across emerging markets, today announced it has completed the transition to a nine-person, majority independent Board of Directors, now comprising five independent members.

Following through on the governance update shared in August during its second quarter earnings presentation, dLocal has appointed Paco Ybarra and Nelson Mattos as independent directors, further strengthening the Board’s depth in global technology, financial markets, and risk management.

Mr. Ybarra joins the Board after a 36‑year career at Citigroup, where he was CEO of Citi’s Institutional Clients Group (ICG), a member of Citi’s Management Committee, and co-chaired the ICG Risk Management Committee. He has also held roles on corporate boards, including his current tenure at The Man Group plc.

Mr. Mattos brings extensive product development and engineering leadership experience, including service as Vice President at Google for Europe and Emerging Markets and earlier with IBM as a Distinguished Engineer and Vice President for Information and User Technologies. He is an independent consultant advising startups across Silicon Valley, Europe, and emerging markets, and sits on several boards and non‑profits.

“The completion of our transition to a Board with five independent directors reflects our commitment to strong governance and long‑term value creation,” said Andres Bzurovski, co-founder of dLocal, who will take on the role of chairman in the new board composition.

“Nelson’s experience scaling complex engineering organizations, his deep understanding in technology and product development, and his dedication to emerging markets are a strong fit for the geographies we are committed to. Paco’s expertise across global markets in financial services will bring enormous operational, strategic and business know-how to the company’s Board, as we continue to innovate for enterprise merchants and deepen our leadership in emerging markets.”

“I’m delighted to support dLocal’s next chapter,” said Paco Ybarra. “The company’s disciplined approach to risk, combined with its focus on customer impact in complex markets, is a compelling foundation for long‑term value creation.”

“I’m honored to join dLocal’s Board,” said Nelson Mattos. “dLocal has a unique platform and a culture of execution. I look forward to contributing to its product strategy, technology governance and continuous innovation as it scales globally.”

Ybarra and Mattos will join the other three independent directors Will Pruett, Hyman Bielsky, and Veronica Raffo. They will sit alongside chairman Andres Bzurovski, as well as current board members Sebastian Kanovich, Luiz Ribeiro and CEO Pedro Arnt.

As part of this transition, dLocal thanks Eduardo Azar, Martín Escobari, Jacobo Singer and Sergio Fogel for their meaningful contributions and service to the company’s Board over the years.

Mr. Fogel, who is currently President and Chief Strategy Officer at the company, is also transitioning to a non-executive role as Co-Founder and Strategic Advisor, supporting the company on regulatory, technology, and business and corporate development matters.

With the new Board in place, and as previously communicated, the company is also constituting three new committees: a Nominating & Corporate Governance committee, a Compensation committee and a Product & Technology committee.

About dLocal

dLocal powers local financial technology in emerging markets, connecting global enterprise merchants with billions of emerging market consumers in more than 40 countries across Africa, Asia, and Latin America. Through the “One dLocal” platform (one direct API, one platform, and one contract), global companies can accept payments, send pay-outs and settle funds globally without the need to manage separate pay-in and pay-out processors, set up numerous local entities, and integrate multiple acquirers and payment methods in each market.

Forward Looking Statements

This announcement contains certain forward-looking statements. These forward-looking statements convey our current expectations or forecasts of future events. Forward-looking statements regarding dLocal involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Certain of these risks and uncertainties are described in our filings with the U.S. Securities and Exchange Commission. Unless required by law, we undertake no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date hereof.

Investor Relations contact investor@dlocal.com; media contact media@dlocal.com

FAQ

What change did dLocal announce to its Board on Dec 23, 2025 (DLO)?

dLocal completed a transition to a nine-person Board with five independent directors and appointed Paco Ybarra and Nelson Mattos as independent directors.

Who will serve as chairman after dLocal's board change (DLO)?

Co-founder Andres Bzurovski will take on the role of chairman under the new board composition.

What experience do the new dLocal directors bring (DLO)?

Paco Ybarra brings 36 years at Citigroup including leadership of Institutional Clients Group; Nelson Mattos brings senior engineering and product roles from Google and IBM.

Which board committees did dLocal create after the governance change (DLO)?

The company constituted a Nominating & Corporate Governance committee, a Compensation committee, and a Product & Technology committee.

What happened to directors who left dLocal's Board (DLO)?

Eduardo Azar, Martín Escobari, Jacobo Singer and Sergio Fogel were thanked for their service; Sergio Fogel transitioned to a non-executive Co-Founder and Strategic Advisor role.