Mercado Libre, Inc

Supply chain and procurement · Supplier financial distress and capability

Financial, regulatory, or other problems that might prevent these companies from providing services to us or our users could reduce the number of listings on our websites or make completing transactions on our ecosystem more difficult, which may harm our business.

Core operations · Operational disruption and business continuity

Failure to successfully operate our fulfillment network may also negatively affect our business. Through our logistics solution, Mercado Envios, we offer sellers on our platform fulfillment and temporary warehousing services, including maintaining inventories of third parties that sell products through our platform.

Human capital and workforce · Labor relations and union negotiations

Our employees in Brazil and some of our employees in Argentina, Mexico, Chile and Uruguay are currently represented by a labor union, and employees in other Latin American countries may eventually become unionized. We may incur increased payroll costs or reduced flexibility under labor regulations if unionization in other countries were to occur.

Core operations · Safety incidents and operational accidents

Through our logistics solution, Mercado Envios, we offer sellers on our platform fulfillment and temporary warehousing services. The operation of such centers may present significant challenges, including organized crime and drug dealers operating in certain regions where we provide logistic solutions.

Data and privacy · Consumer privacy and consent

As we expand our use of AI/ML and automated decision-making, regulators in the region and globally are developing specific rules that may impose limits on high-risk AI systems, mandate algorithmic impact assessments, impose specific obligations (including required notices, consents and opt-outs).

Data and privacy · Cross border data transfer regulations

Privacy and data protection laws continue to expand in scope and complexity worldwide, including in Latin America, where countries such as Brazil, Chile, Ecuador, Peru, Colombia, Mexico and Argentina have enacted or are considering stricter frameworks governing processing of personal data (including cross-border transfers of the same).

Corporate governance · Ethics and compliance culture

To fulfill our commitment to the applicable regulations in a sustainable and effective manner and to prevent and control anyone in our ecosystem from making or offering improper payments or anything of value that could be perceived as a bribe, we have an Anti Corruption Policy and a risk-based Anti-Corruption Program.

Corporate governance · Shareholder rights and activism

Provisions of our certificate of incorporation and Delaware law could inhibit others from acquiring us, prevent a change of control, and may prevent efforts by our stockholders to change our management. Certain provisions of our certificate of incorporation and by-laws may inhibit a change of control that our board of directors does not approve.

Stakeholder relations · Employee engagement and culture

In addition, changes we make to our current and future work environments may not meet the needs or expectations of our employees or may be perceived as less favorable compared to other companies, which could adversely affect our ability to attract and retain qualified personnel.

Stakeholder relations · Investor relations and market confidence

Investor advocacy groups, investment funds and institutional investors are also increasingly focused on these practices, especially as they relate to the environment, health and safety, diversity, labor conditions and human rights.

Geopolitical and trade · Political instability and government changes

We face the risk of political and economic crises, instability, terrorism, civil strife, labor conflicts, expropriation, corruption and other risks of doing business in emerging markets. We conduct our operations in emerging market countries in Latin America, which have historically experienced uneven periods of economic growth, as well as recession, periods of high inflation and economic instability.

Social and demographic · Public perception and reputation

Mercado Libre was included on the United States Trade Representative's Notorious Markets List for 2020 and also on the European Commission's 2020 Counterfeit and Piracy Watch List. Although we were removed from both watchlists in 2022, and we have not been included since then, it is possible that we may continue to be nominated or included in these and/or any other similar watchlists.

Geopolitical and trade · International conflicts and tensions

Geopolitical events (such as international trade disputes and the ongoing conflicts in Ukraine and the Middle East) in countries in which we operate, in which our users are located, or in other areas of the world could adversely affect our operations and financial performance.

Market position and competition · Disruptive competitors and new market entrants

In 2025, several new global and regional entrants, including rapidly expanding Asian e-commerce platforms, gained significant market share in Latin America through low-price strategies, direct-from-manufacturer supply chains and cross-border logistics models.

Digital transformation and innovation · Technology obsolescence and evolution

We may not be able to secure licenses for technologies on which we rely. We rely on certain technologies that we license from third parties that supply key database technology, operating systems and specific hardware components for our services.

Digital transformation and innovation · Digital transformation and modernization

We are expanding our investment in AI/ML across the entire Company. This includes using generative AI and continuing to integrate AI capabilities into our products and services. While AI/ML can present significant benefits, it can also present risks and challenges to our business.

Cybersecurity and data protection · Insider threats and access controls

Unauthorized parties have, and may continue to, attempt to gain access to our systems or facilities through various means, including hacking into our systems or those of our customers, partners or vendors. They may also attempt to fraudulently induce our employees, customers, partners, vendors or other system users to disclose usernames, passwords, payment card information or other sensitive data.

Information management · Information systems and reporting

The successful operation of these systems depends in part on reliable access to computing capacity and third-party technology providers. Any disruption or failure in our IT systems or infrastructure, or those of our third-party providers, could result in system failures, delays or errors in our operations.

Market and investment · Interest rate and yield curve risk

A rise in interest rates may negatively affect our Mercado Pago payment volume. We offer users the ability to pay for goods purchased in installments using Mercado Pago in some of the countries where we operate. In 2025 and 2024, installment payments represented 19.0% and 20.3%, respectively, of Mercado Pago's total payment volume.

Credit and liquidity · Credit risk and customer defaults

We may be liable for or experience reputational damage resulting from user default or the failure of our ecosystem services. Our success depends largely upon sellers accurately representing and reliably delivering the listed goods and buyers paying the agreed purchase price.