MercadoLibre insider filing: 20,000-share forward; 2,029 restricted shares reported

Rhea-AI Filing Summary

Tolda Stelleo, a director of MercadoLibre, filed a Form 4 reporting director compensation, restricted stock, restricted stock units and an existing prepaid variable forward contract. The filing shows an 8-share grant awarded for board service and 2,021 additional shares of restricted stock (total 2,029 shares) that are subject to forfeiture and transfer restrictions and vest in two substantially equal installments on each of the next two anniversaries of the April 8, 2022 grant date.

The filing also reports 64 restricted stock units granted 08/07/2025 that vest 100% at the 2026 annual shareholders' meeting. It discloses an existing prepaid variable forward sale contract entered June 5, 2023 obligating delivery of up to 20,000 shares (pledged) with a forward floor of $955.7895 and cap of $1,656.7018; the Reporting Person received $17,357,138 at contract entry. Indirect holdings include 75,840 shares via Tool, Ltd. and 246 shares via Didomi Fund.

Positive

• $17,357,138 received from a prepaid variable forward contract provides significant liquidity to the reporting person.
• 2,029 shares reported (8-share grant plus 2,021 restricted shares) and 64 RSUs create continued equity alignment with shareholders through vesting schedules.
• 75,840 shares held indirectly via Tool, Ltd. indicate a meaningful indirect stake disclosed in the filing.

Negative

• Obligation to deliver up to 20,000 shares under the prepaid variable forward contract limits the reporting person’s ability to retain those shares post-maturity.
• 20,000 shares pledged to secure the forward contract reduce unencumbered ownership and could result in share transfers upon settlement.
• Restricted shares subject to forfeiture and transfer restrictions are not immediately fungible and depend on continued compliance with grant terms.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation with time-based vesting and a previously executed prepaid forward; governance signals alignment but diminished flexibility.

The reported grants—an 8-share director fee, 2,021 restricted shares with staged vesting, and 64 RSUs vesting at the 2026 meeting—reflect standard equity-based director compensation intended to align the director with shareholders over time. The prepaid variable forward contract (entered June 5, 2023) and pledge of 20,000 shares reduce the director's unencumbered shareholding and limit near-term voting/transfer flexibility. Documentation of the Power of Attorney and attorney-in-fact signature is included, indicating the filing was executed by an authorized representative.

Securities Analyst

TL;DR: Material cash received from a prepaid forward ($17.36M) and an obligation to deliver up to 20,000 shares are the most noteworthy items for investors.

The prepaid variable forward contract details are the largest quantitative disclosures: a June 5, 2023 contract covering up to 20,000 shares with a floor of $955.7895 and a cap of $1,656.7018, and a cash payment of $17,357,138 on entry. These terms and the pledge of 20,000 shares are factual and may affect the director's future ability to dispose of shares. Reported indirect holdings via Tool, Ltd. (75,840 shares) and Didomi Fund (246 shares) provide context on the director's broader economic exposure to MELI.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Tolda Stelleo

(Last) (First) (Middle)

DR. LUIS BONAVITA 1294

OF. 1733, TORRE II

(Street)

MONTEVIDEO X3 11300

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MERCADOLIBRE INC [ MELI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/07/2025		A		8(1)	A	$0	2,029(2)	D
Common Stock								75,840	I	By Tool, Ltd.
Common Stock								246	I	By Didomi Fund

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Variable Forward Contract (oblig. to sell variable amount)	(3)							08/20/2026	08/20/2026	Common Stock	20,000		20,000	I	By Tool, Ltd.
Restricted Stock Units	$0	08/07/2025		A		64		(4)	(4)	Common Stock	64	$0	64	D

Explanation of Responses:

1. Represents 8 shares of stock, granted to Mr. Tolda as compensation for his service as an independent director on the board of directors of MercadoLibre, Inc. prior to the 2025 annual meeting of the shareholders of MercadoLibre, Inc.

2. Represents 8 shares of common stock and 2,021 shares of common stock subject to forfeiture and transfer restrictions (the "Restricted Stock"). The Restricted Stock will vest in two substantially equal installments on each of the next two anniversaries of the grant date, April 8, 2022, subject to the Reporting Person's continued compliance with the terms of the Restricted Stock grant agreement.

3. On June 5, 2023, the Reporting Person entered into a prepaid variable forward sale contract with an unaffiliated third party buyer (the "counterparty") relating to a maximum of 20,000 shares of MercadoLibre, Inc.'s common stock (the "Number of Shares"). The forward floor price and the forward cap price were determined based on the volume weighted average price at which the counterparty established its initial hedge, which was completed on June 6, 2023, and are, respectively, $955.7895 and $1,656.7018. The contract obligates the Reporting Person to deliver to the buyer up to 20,000 shares of MercadoLibre, Inc. common stock (or, at the Reporting Person's election, an equivalent amount of cash as described below) following the maturity date of the contract, which is May 30, 2025. In exchange for assuming this obligation, the Reporting Person received a cash payment of $17,357,138.00 following entry into the contract. The Reporting Person pledged 20,000 shares of MercadoLibre, Inc.

4. 100% of restricted stock units vest upon the 2026 annual shareholders' meeting of the Company, the date of which has not yet been determined.

Remarks:

The Power of Attorney for Stelleo is filed as an exhibit to the Form 3 filed by Mr. Tolda with the Securities and Exchange Commission on September 16, 2024, which is hereby incorporated by reference.

	/s/ Jacobo Cohen Imach (Attorney-in-fact)	08/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the MELI Form 4 filed by Tolda Stelleo report?

The Form 4 reports an 8-share director grant, 2,021 restricted shares (total 2,029), 64 restricted stock units, a prepaid variable forward covering up to 20,000 shares, and indirect holdings via Tool, Ltd. and Didomi Fund.

How many shares are subject to the prepaid variable forward contract and what were the financial terms?

The prepaid variable forward contract (entered June 5, 2023) covers up to 20,000 shares, had a forward floor of $955.7895 and cap of $1,656.7018, and generated $17,357,138 in cash at entry.

When do the restricted shares and RSUs vest according to the filing?

The 2,021 restricted shares vest in two substantially equal installments on each of the next two anniversaries of the April 8, 2022 grant date; the 64 RSUs vest 100% at the 2026 annual shareholders' meeting (date not determined).

What indirect holdings does the filing disclose for Tolda Stelleo?

The filing discloses 75,840 shares held indirectly by Tool, Ltd. and 246 shares held indirectly by Didomi Fund.

Was the Form 4 signed by the reporting person?

The Form 4 was signed by an attorney-in-fact, Jacobo Cohen Imach, on 08/08/2025, as indicated in the filing.