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  4. [8-K] MERCADOLIBRE INC Reports Material Event

MercadoLibre raises $1B in 2036 bond sale

MercadoLibre completed a $1.0 billion 5.850% senior notes offering due 2036 under its existing shelf registration, with guarantees from key Latin American subsidiaries.

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

Rhea-AI Filing Summary

MercadoLibre, Inc. (MELI) completed an underwritten public offering of $1,000,000,000 aggregate principal amount of 5.850% Notes due 2036 on September 14, 2026. The Notes were issued under a 2021 base indenture with The Bank of New York Mellon as trustee, as amended by a fifth supplemental indenture dated September 14, 2026.

The Notes are fully guaranteed by several MercadoLibre subsidiaries, including MercadoLibre S.R.L., Mercado Livre Brasil Ltda., DeRemate.com de México, MP Agregador, MercadoLibre Chile Ltda. and MercadoLibre Colombia Ltda. The transaction was conducted off MercadoLibre’s existing shelf registration statement on Form S‑3.

Positive

  • None.

Negative

  • None.

Filing Explained

On September 14, 2026, the closing added $1,000,000,000 of 5.850% notes due in 2036, creating a debt repayment and interest obligation rather than issuing common shares; the filing therefore does not show the ownership dilution that additional shares would cause.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Aggregate principal amount of Notes $1,000,000,000 5.850% Notes due 2036 issued in the underwritten public offering
Coupon rate 5.850% Interest rate on the Notes due 2036
Maturity year 2036 Stated maturity of the 5.850% Notes
Closing date of offering September 14, 2026 Date the public offering of Notes was closed
Registration statement Form S-3, File No. 333-291604 Shelf registration used for the Notes offering
Indenture financial
"The Notes were issued pursuant to an indenture dated as of January 14, 2021"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Fifth Supplemental Indenture financial
"as supplemented by the fifth supplemental indenture dated as of September 14, 2026"
aggregate principal amount financial
"offering of $1,000,000,000 aggregate principal amount of 5.850% Notes"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
Registration Statement on Form S-3 regulatory
"pursuant to the Company’s Registration Statement on Form S-3"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
trustee financial
"The Bank of New York Mellon, as trustee"
A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.
Offering Type shelf

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What type of securities did MELI issue in this 8-K event?
MercadoLibre issued 5.850% Notes due 2036 with an aggregate principal amount of $1,000,000,000, in an underwritten public offering conducted under its existing shelf registration on Form S‑3.

What is the total principal amount of the new MercadoLibre (MELI) notes?
The total principal amount of the new MercadoLibre notes is $1,000,000,000. These 5.850% Notes mature in 2036 and were issued under an existing indenture with The Bank of New York Mellon as trustee.

When do MercadoLibre’s (MELI) new 5.850% Notes mature?
MercadoLibre’s new notes are 5.850% Notes due 2036, meaning they mature in 2036. The offering closed on September 14, 2026, under the company’s Form S‑3 shelf registration.

Which subsidiaries guarantee MercadoLibre’s (MELI) 5.850% Notes due 2036?
The Notes are guaranteed by MercadoLibre S.R.L., Mercado Livre Brasil Ltda., DeRemate.com de México, MP Agregador, MercadoLibre Chile Ltda. and MercadoLibre Colombia Ltda., as listed in the fifth supplemental indenture dated September 14, 2026.

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 14, 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 8.01.
Other Events.

On September 14, 2026, MercadoLibre, Inc. (the “Company” or “we”) closed its underwritten public offering of $1,000,000,000 aggregate principal amount of 5.850% Notes due 2036 (the “Notes”) pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-291604). The Notes were issued pursuant to an indenture (the “Indenture”), dated as of January 14, 2021, among the Company, the guarantors party thereto and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the fifth supplemental indenture (the “Fifth Supplemental Indenture”), dated as of September 14, 2026, among the Company and 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., as guarantors and the Trustee.

The foregoing description of the Indenture and Fifth Supplemental Indenture is qualified in its entirety by the terms of such agreements, which are filed hereto as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference. The foregoing description of the Notes is qualified in its entirety by reference to the full text of the respective form of Notes filed hereto as Exhibit 4.3, incorporated herein by reference.

In connection with the offering, the legal opinions as to the validity of the Notes are attached hereto as Exhibits 5.1, 5.2, 5.3, 5.4, 5.5 and 5.6 and are incorporated herein by reference.

This report on Form 8-K shall be deemed to be incorporated by reference in the registration statement on Form S-3 (Registration Nos. 333-291604, 333-291604-01, 333-291604-03, 333-291604-04, 333-291604-05, 333-291604-07, 333-291604-08) of MercadoLibre, Inc., and to be part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number
Description



4.1
Indenture, dated January 14, 2021, between MercadoLibre, Inc., MercadoLibre S.R.L., Ibazar.com Atividades de Internet Ltda., eBazar.com.br Ltda., Mercado Envios Servicos de Logistica Ltda., MercadoPago.com Representações Ltda., MercadoLibre Chile Ltda., MercadoLibre, S. de R.L. de C.V., DeRemate.com de México, S. de R.L. de C.V. and MercadoLibre Colombia Ltda. and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.1 to MercadoLibre Inc.’s Current Report on Form 8-K filed with the Commission on January 14, 2021).
4.2
Fifth Supplemental Indenture, dated September 14, 2026, between 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 The Bank of New York Mellon, as trustee.
4.3
Form of Global Note representing the Registrant’s Notes.
5.1
Opinion of Cleary Gottlieb Steen & Hamilton LLP, counsel to the Company, as to the validity of debt securities and guarantees.
5.2
Opinion of Marval O'Farrell Mairal as to the validity of guarantees under Argentine law.
5.3
Opinion of Veirano Advogados as to the validity of guarantees under Brazilian law.
5.4
Opinion of Nader, Hayaux y Goebel, S.C. as to the validity of guarantees under Mexican law.
5.5
Opinion of Claro & Cia. as to the validity of guarantees under Chilean law.
5.6
Opinion of Brigard & Urrutia Abogados SAS as to the validity of guarantees under Colombian law.
23.1
Consent of Cleary Gottlieb Steen & Hamilton LLP (included in opinion filed as Exhibit 5.1).
23.2
Consent of Marval O'Farrell Mairal (included in opinion filed as Exhibit 5.2).
23.3
Consent of Veirano Advogados (included in opinion filed as Exhibit 5.3).
23.4
Consent of Nader, Hayaux y Goebel, S.C. (included in opinion filed as Exhibit 5.4).
23.5
Consent of Claro & Cia. (included in opinion filed as Exhibit 5.5).
23.6
Consent of Brigard & Urrutia Abogados SAS (included in opinion filed as Exhibit 5.6).
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 14, 2026
By:
/s/ Martín de los Santos

Name:
Martín de los Santos

Title:
Chief Financial Officer


Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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