MERCADOLIBRE INCMELI
MERCADOLIBRE INC Debt Disclosure
LOANS PAYABLE AND OTHER FINANCIAL LIABILITIES
The following tables summarize the Company’s loans payable and other financial liabilities as of December 31, 2025 and 2024:
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (In millions) | |||||||||||
| Loans from banks | $ | 909 | $ | 946 | |||||||
| Bank overdrafts | 16 | 26 | |||||||||
| Secured lines of credit | 239 | 110 | |||||||||
| Financial Bills and Deposit Certificates | 1,700 | 1,075 | |||||||||
| Commercial Notes | 143 | 5 | |||||||||
| 48 | 41 | ||||||||||
| Collateralized debt | 1,039 | 610 | |||||||||
| 2026 Sustainability Notes | 367 | 4 | |||||||||
| 2031 Notes | 8 | 8 | |||||||||
| 2033 Notes | 2 | — | |||||||||
| Promissory Notes | 127 | — | |||||||||
| Other lines of credit | 25 | 3 | |||||||||
| Current loans payable and other financial liabilities | $ | 4,623 | $ | 2,828 | |||||||
| Loans from banks | $ | 627 | $ | 217 | |||||||
| Secured lines of credit | 1 | 6 | |||||||||
| Financial Bills and Deposit Certificates | 582 | 273 | |||||||||
| Commercial Notes | 198 | 170 | |||||||||
| 82 | 81 | ||||||||||
| Collateralized debt | 1,813 | 1,232 | |||||||||
| 2026 Sustainability Notes | — | 362 | |||||||||
| 2031 Notes | 533 | 546 | |||||||||
| 2033 Notes | 733 | — | |||||||||
| Other lines of credit | 1 | — | |||||||||
| Non-Current loans payable and other financial liabilities | $ | 4,570 | $ | 2,887 | |||||||
See Note 19 – Securitization transactions and Note 20 – Leases of these audited consolidated financial statements for details regarding the Company’s collateralized debt securitization transactions and finance lease liabilities, respectively.
| Type of instrument | Currency | Interest | Weighted Average Interest Rate | Maturity | December 31, | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||||||||
| Loans from banks: | ||||||||||||||||||||||||||||||||||||||
| Chilean Subsidiaries | Chilean Pesos | Fixed | 5.72% | January - September 2026 | $ | 246 | $ | 134 | ||||||||||||||||||||||||||||||
| Brazilian Subsidiary | Brazilian Reais | Variable | CDI + 0.25% - 0.39% | June 2026 - January 2027 | 51 | 44 | ||||||||||||||||||||||||||||||||
Brazilian Subsidiaries (1) | US Dollar | Fixed | 4.96% | March - November 2026 | 332 | 211 | ||||||||||||||||||||||||||||||||
Brazilian Subsidiaries (1) | Euros | Fixed | 3.72% | November - December 2026 | 154 | 190 | ||||||||||||||||||||||||||||||||
Brazilian Subsidiary | Brazilian Reais | Variable | TJLP + 0.8% | January 2026 - May 2031 | 20 | 20 | ||||||||||||||||||||||||||||||||
| Mexican Subsidiaries | Mexican Pesos | Variable | TIIE + 1.80% - 2.60% | January 2026 - March 2030 | 636 | 512 | ||||||||||||||||||||||||||||||||
| Uruguayan Subsidiary | Uruguayan Pesos | Fixed | 7.73% | January 2026 | 97 | 52 | ||||||||||||||||||||||||||||||||
| Bank overdrafts: | ||||||||||||||||||||||||||||||||||||||
| Uruguayan Subsidiary | Uruguayan Pesos | Fixed | 8.69% | January 2026 | 6 | 15 | ||||||||||||||||||||||||||||||||
| Chilean Subsidiary | Chilean Pesos | Variable | TIB + 0.90% | January 2026 | 10 | 11 | ||||||||||||||||||||||||||||||||
| Secured lines of credit: | ||||||||||||||||||||||||||||||||||||||
| Argentine Subsidiaries | Argentine Pesos | Fixed | 35.53% | January 2026 | 100 | 102 | ||||||||||||||||||||||||||||||||
| Mexican Subsidiary | Mexican Pesos | Fixed | 11.13% | January 2026 - July 2027 | 8 | 14 | ||||||||||||||||||||||||||||||||
| Brazilian Subsidiary | Euros | Fixed | 3.26 | December 2026 | 132 | — | ||||||||||||||||||||||||||||||||
| Financial Bills and Deposit Certificates: | ||||||||||||||||||||||||||||||||||||||
| Brazilian Subsidiary | Brazilian Reais | Variable | CDI +0.26% - 0.95% | January 2026 - October 2029 | 894 | 609 | ||||||||||||||||||||||||||||||||
| Brazilian Subsidiary | Brazilian Reais | Variable | 96.5% to 107% of CDI | January 2026 - December 2028 | 1,366 | 703 | ||||||||||||||||||||||||||||||||
| Brazilian Subsidiary | Brazilian Reais | Fixed | 13.35% - 15.27% | January - December 2026 | 22 | 36 | ||||||||||||||||||||||||||||||||
| Commercial Notes: | ||||||||||||||||||||||||||||||||||||||
| Brazilian Subsidiary | Brazilian Reais | Variable | DI + 0.88% | January 2026 - August 2027 | 69 | 60 | ||||||||||||||||||||||||||||||||
| Brazilian Subsidiary | Brazilian Reais | Variable | IPCA + 6.41% | January 2026 - August 2029 | 136 | 115 | ||||||||||||||||||||||||||||||||
| Argentine Subsidiary | Argentine Pesos | Variable | TAMAR + 2.85% | January - July 2026 | 38 | — | ||||||||||||||||||||||||||||||||
| Argentine Subsidiary | US Dollar | Fixed | 4.980% | June 2026 | 98 | — | ||||||||||||||||||||||||||||||||
| Finance lease liabilities | 130 | 122 | ||||||||||||||||||||||||||||||||||||
| Collateralized debt | 2,852 | 1,842 | ||||||||||||||||||||||||||||||||||||
| 2026 Sustainability Notes | US Dollar | Fixed | 2.375% | January 2026 | 367 | 366 | ||||||||||||||||||||||||||||||||
| 2031 Notes | US Dollar | Fixed | 3.125% | January 2026 - January 2031 | 541 | 554 | ||||||||||||||||||||||||||||||||
| 2033 Notes | US Dollar | Fixed | 4.900% | July 2026 - January 2033 | 735 | — | ||||||||||||||||||||||||||||||||
| Promissory Notes | Argentine Pesos | Fixed | 34.166% | January - February 2026 | 127 | — | ||||||||||||||||||||||||||||||||
| Other lines of credit | 26 | 3 | ||||||||||||||||||||||||||||||||||||
| $ | 9,193 | $ | 5,715 | |||||||||||||||||||||||||||||||||||
(1) As of December 31, 2025, and 2024 includes the effect of the derivative instruments that qualified for fair value hedge accounting. See Note 21 – Derivative instruments of these audited consolidated financial statements for further detail.
2.375% Sustainability Senior Notes Due 2026 and 3.125% Senior Notes Due 2031
On January 14, 2021, the Company closed a public offering of $400 million aggregate principal amount of 2.375% Sustainability Notes due 2026 (the “2026 Sustainability Notes”) and $700 million aggregate principal amount of 3.125% Notes due 2031 (the “2031 Notes”). The 2026 Sustainability Notes matured on January 14, 2026. The Company pays interest on the 2031 Notes on January 14 and July 14 of each year, beginning on July 14, 2021. The 2031 Notes will mature on January 14, 2031. In connection with the 2026 Sustainability Notes and the 2031 Notes, the Company capitalized $11 million of debt issuance costs, which are amortized during the term of the 2026 Sustainability Notes and the 2031 Notes.
The Company may, at its option, redeem or purchase the 2031 Notes, in whole or in part, at any time prior to October 14, 2030 (the date that is three months prior to the maturity of the 2031 Notes), by paying 100% of the principal amount of the 2031 Notes so redeemed plus the applicable “make-whole” amount and accrued and unpaid interest and additional amounts, if any. The Company may, at its option, redeem the 2031 Notes on October 14, 2030 or at any time thereafter, at the redemption price of 100% of the principal amount of the 2031 Notes so redeemed plus accrued and unpaid interest and additional amounts, if any. If the Company experiences certain change of control triggering events, it may be required to offer to purchase the 2031 Notes at 101% of their principal amount plus any accrued and unpaid interest thereon through the purchase date.
During 2025, the Company repurchased $13 million in principal amount of the outstanding 2031 Notes. The total amount paid amounted to $12 million. During 2024, the Company repurchased $27 million and $81 million in principal amount of the outstanding 2026 Sustainability Notes and 2031 Notes, respectively. The total amount paid during 2024 for those repurchases amounted to $98 million. For the years ended December 31, 2025 and 2024, the Company recognized $1 million and $11 million as a gain in Interest income and other financial gains in the consolidated statement of income.
In January 2026, the Company repaid the total outstanding amount of principal and interest of the 2026 Sustainability Notes equaling $367 million.
Certain of the Company’s subsidiaries (the “Subsidiary Guarantors”) fully and unconditionally guarantee the payment of principal, premium, if any, interest, and all other amounts in respect of each of the 2026 Sustainability Notes and the 2031 Notes (the “Subsidiary Guarantees”). The initial Subsidiary Guarantors were MercadoLibre S.R.L., Ibazar.com Atividades de Internet Ltda., eBazar.com.br Ltda., Mercado Envios Servicos de Logistica Ltda., Mercado Pago Instituição de Pagamento Ltda. (formerly known as “MercadoPago.com Representações Ltda.”), MercadoLibre Chile Ltda., MercadoLibre, S.A. de C.V., Institución de Fondos de Pago Electrónico (formerly known as “MercadoLibre, S. de R.L. de C.V.”), DeRemate.com de México, S. de R.L. de C.V. and MercadoLibre Colombia Ltda. On October 27, 2021, MercadoLibre, S.A. de C.V., Institución de Fondos de Pago Electrónico became an excluded subsidiary pursuant to the terms of the 2026 Sustainability Notes and the 2031 Notes and it was released from its Subsidiary Guaranty. On October 27, 2021, MP Agregador, S. de R.L. de C.V. became a Subsidiary Guarantor under the 2026 Sustainability Notes and the 2031 Notes. On July 1 and October 1, 2022, Ibazar.com Atividades de Internet Ltda. and Mercado Envios Servicos de Logistica Ltda. were merged into eBazar.com.br Ltda, respectively. On May 2, 2025, as a result of the spin-off of DeRemate.com de México, S. de R.L. de C.V. completed in January 2025 (the “DeRemate Spinoff”), MPFS, S. de R.L. de C.V. became a Subsidiary Guarantor under the 2026 Sustainability Notes and the 2031 Notes.
The 2031 Notes rank equally in right of payment with all of the Company’s other existing and future senior unsecured debt obligations. Each Subsidiary Guarantee will rank equally in right of payment with all of the Subsidiary Guarantor’s other existing and future senior unsecured debt obligations, except for statutory priorities under applicable local law.
4.900% Senior Notes Due 2033
On December 9, 2025, the Company issued $750 million aggregate principal amount of 4.900% Notes due 2033 (the “2033 Notes”), the payment of principal, interest, and all other amounts in respect of the 2033 Notes, is fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by the Subsidiary Guarantors. The Company will pay interest on the 2033 Notes semi-annually on January 15 and July 15 of each year, commencing on July 15, 2026. The 2033 Notes will mature on January 15, 2033. Also, the Company capitalized $5 million of debt issuance costs and had $12 million of debt discount, which are amortized during the term of the 2033 Notes.
The Company may, at its option, redeem or purchase the 2033 Notes, in whole or in part, at any time prior to November 15, 2032 (the date that is two month prior to the maturity of the 2033 Notes), in each case by paying 100% of the principal amount of such 2033 Notes so redeemed plus the applicable “make-whole” amount and accrued and unpaid interest and additional amounts, if any. The Company may, at its option, redeem the 2033 Notes, in whole or in part, on November 15, 2032 or at any time thereafter, in each case at the redemption price of 100% of the principal amount of such 2033 Notes so redeemed plus accrued and unpaid interest and additional amounts, if any. If the Company experiences certain change of control triggering events, it may be required to offer to purchase the 2033 Notes at 101% of their principal amount plus any accrued and unpaid interest thereon through the purchase date.
The 2033 Notes rank equally in right of payment with all of the Company’s other existing and future senior unsecured debt obligations. Each Subsidiary Guarantee will rank equally in right of payment with all of the Subsidiary Guarantor’s other existing and future senior unsecured debt obligations, except for statutory priorities under applicable local law.
Revolving Credit Agreement
On September 27, 2024, the Company entered into a $400 million amended and restated revolving credit agreement (the “Amended and Restated Revolving Credit Agreement”) with the lenders party thereto and the Company’s subsidiaries MercadoLibre S.R.L., eBazar.com.br Ltda., Mercado Pago Instituição de Pagamento Ltda., DeRemate.com de Mexico S. de R.L. de C.V., MP Agregador, S. de R.L. de C.V., MercadoLibre Chile Ltda., and MercadoLibre Colombia Ltda. as initial guarantors. On July 23, 2025, as a result of the DeRemate Spinoff, MPFS, S. de R.L. de C.V. became a guarantor under the Amended and Restated Credit Agreement in accordance with its terms. The Company’s obligations under the Amended and Restated Credit Agreement are guaranteed by the guarantors, as stated before.
On September 12, 2025, the Company entered into Amendment No. 1 (the “First Amendment”) to the Amended and Restated Revolving Credit Agreement (as amended by the First Amendment, the “Amended Credit Agreement”) with the lenders party thereto and the guarantors. The First Amendment permits the Company to request, at one or more times, that existing and/or new lenders provide, at their election, up to $400 million of additional commitments, for an aggregate principal amount of credit commitments of up to $800 million. The Company’s obligations under the Amended Credit Agreement remain guaranteed on an unsecured basis by the guarantors. All other obligations of the Company under the Amended Credit Agreement remain unchanged.
The interest rates under the Amended Credit Agreement are based on Term SOFR (“Secured Overnight Funding Rate”) plus an interest margin of 1.00% per annum, which may be decreased to 0.90% per annum or increased to 1.15% per annum depending on the Company’s debt rating, as further provided under the Amended Credit Agreement. Any loans drawn from the Amended Credit Agreement must be repaid on or prior to September 27, 2028, which will be automatically extended to September 27, 2029 upon satisfaction, on or prior to August 28, 2027, of the Maturity Extension Conditions (as defined in the Amended Credit Agreement), as further provided in the Amended Credit Agreement. The Company is also obligated to pay a commitment fee on the unused amounts of the facility at a rate per annum equal to 25% of the then Applicable Margin, depending on the Company’s debt rating, as further provided under the Amended Credit Agreement.
As of December 31, 2025, no amounts have been borrowed under the facility.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2024 | Feb 21, 2025 | |
| 2023 | Feb 23, 2024 | |
| 2022 | Feb 24, 2023 | |
| 2021 | Feb 23, 2022 | |
| 2020 | Mar 1, 2021 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.