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MercadoLibre to issue $1B 5.85% notes due 2036

MercadoLibre issues $1.0 billion of 10-year senior unsecured notes to bolster liquidity and fund general corporate purposes.

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

MercadoLibre, Inc. (MELI) has executed an underwriting agreement for a public offering of $1,000 million aggregate principal amount of 5.850% Notes due 2036 under its existing shelf registration. The Notes are senior unsecured obligations, guaranteed by key operating subsidiaries across Brazil, Mexico, Chile and Colombia.

The company states that proceeds from the 10-year Notes will be used for general corporate purposes, aiming to further strengthen liquidity. According to the company, the issuance attracted demand from more than one hundred institutional investors and was priced at the same spread as a prior 7-year issuance.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Notes aggregate principal amount $1,000 million 5.850% Notes due 2036 purchased by underwriters
Coupon rate 5.850% Interest rate on Notes due 2036
Maturity year 2036 Stated maturity of senior unsecured notes
Number of institutional investors More than 100 Institutional investors participating in the notes offering
Tenor of new note 10 years Company describes this as a new 10-year note
senior unsecured notes financial
"announces the successful issuance of its 2036 senior unsecured notes"
Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.
Underwriting Agreement financial
"entered into an underwriting agreement (the “Underwriting Agreement”)"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Prospectus Supplement financial
"Further information concerning the Notes and related matters is set forth in the Prospectus Supplement"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
general corporate purposes financial
"Proceeds will be used for general corporate purposes, and will further strengthen"
"General corporate purposes" refer to the broad range of activities and expenses a company can use its funds for to support its overall operations and growth. This can include things like paying bills, investing in new projects, or strengthening its financial position. For investors, understanding this term helps clarify how a company plans to use its resources to sustain and expand its business over time.
investment grade issuer financial
"another step in our consolidation as a full investment grade issuer"
An investment grade issuer is a company, government, or other borrower whose debt securities receive an investment-grade credit rating from a recognized ratings agency (commonly BBB- / Baa3 or higher). That label signals lower perceived risk of default, so investors treat its bonds more like lending to a well-established neighbor than to a risky startup, and it influences borrowing costs, investor demand, and which funds or mandates are allowed to hold the debt.
Offering Type shelf
Use of Proceeds Proceeds will be used for general corporate purposes and to strengthen liquidity.

FAQ

What type of securities is MercadoLibre (MELI) issuing in this 8-K?
MercadoLibre is issuing 5.850% senior unsecured Notes due 2036 with an aggregate principal amount of $1,000 million, offered publicly under its shelf registration statement on Form S-3.

How large is MercadoLibre’s new debt offering (MELI)?
The offering totals $1,000 million in aggregate principal amount of 5.850% Notes due 2036, issued as senior unsecured debt and guaranteed by several key MercadoLibre subsidiaries in Latin America.

What coupon and maturity do MercadoLibre’s new notes (MELI) have?
The new notes carry a 5.850% coupon and mature in 2036, giving them a 10-year tenor from the September 2026 issuance date, according to the company’s announcement.

How will MercadoLibre (MELI) use the proceeds from the 2036 notes?
MercadoLibre states that proceeds from the $1,000 million 2036 notes will be used for general corporate purposes and to further strengthen the company’s liquidity.

Who guarantees MercadoLibre’s new 2036 notes (MELI)?
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..

How strong was investor demand for MercadoLibre’s new notes (MELI)?
MercadoLibre reports that the $1,000 million 2036 notes transaction was met with strong demand from more than one hundred institutional investors, and was priced at the same spread as its previous 7-year issuance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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


Delaware
  
98-0212790
(State or other jurisdiction of incorporation )
  
(I.R.S. Employer Identification Number)
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:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Common Stock, $0.001 par value per share
  
MELI
  
Nasdaq Global Select Market
3.125% Notes due 2031
  
MELI31
  
The Nasdaq Stock Market LLC
4.900% Notes due 2033
  
MELI33
  
The Nasdaq Stock Market LLC

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.

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.

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.
(d) Exhibits

Exhibit
Number
  
Description
   
1.1
  
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.
99.1
  
Press Release of MercadoLibre, Inc., dated September 10, 2026.
104
  
The cover page from this Current Report Form 8-K, formatted Inline XBRL.

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.

 
MercadoLibre, Inc.
     
Dated: September 10, 2026
By:
/s/ Martín de los Santos
 
Name:
Martín de los Santos
 
Title:
Chief Financial Officer


Exhibit 99.1

Execution Version

Mercado Libre Successfully Issues USD 1,000 million of 2036 Senior Unsecured Notes

Montevideo, Uruguay; September 9, 2026 - Mercado Libre, Inc. (“Mercado Libre”) announces the successful issuance of its 2036 senior unsecured notes for a total amount of USD 1,000 million. The transaction was met with strong demand from more than one hundred institutional investors. This demonstrates continued confidence in Mercado Libre’s strategy, execution and cash generation capacity. Proceeds will be used for general corporate purposes, and will further strengthen the company’s liquidity.

“We are grateful to investors for their continued support. We priced this new 10-year note at the same spread as our previous 7-year issuance, despite the longer tenor. That reflects the confidence investors continue to place in Mercado Libre’s execution and business model, and marks another step in our consolidation as a full investment grade issuer in the international capital markets,” said Martín de los Santos, CFO of Mercado Libre.

Transaction Highlights


 •
Title of Securities: 5.850% Notes due 2036

•
Security Type: Senior Unsecured Notes

•
Format: SEC Registered

•
Issuer Rating: BBB- (S&P) / Baa3 (Moody’s) / BBB- (Fitch)

•
Size: USD 1,000 million

•
Tenor: 10 years (maturing in 2036)

Syndicate

The transaction was led by BofA Securities, Citigroup, Goldman Sachs & Co. LLC, J.P. Morgan and Morgan Stanley as Global Coordinators and Lead Book-Running Managers, and Allen & Company and Santander as Joint Book-Running Managers.

About Mercado Libre

Founded in 1999, MercadoLibre is the largest ecommerce and fintech ecosystem in Latin America. Mercado Libre’s efforts are centered on enabling e-commerce and digital financial services for our users through a complete suite of technology solutions, with a mission of democratizing access to commerce and financial services.

Mercado Libre is listed on NASDAQ (Nasdaq: MELI) following its initial public offering in 2007.

For more information about Mercado Libre visit: http://investor.mercadolibre.com


Source: View Original Filing on SEC EDGAR

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