MercadoLibre Inc美股招股说明书(2025-12-05版)

PROSPECTUS SUPPLEMENT MercadoLibre, Inc. 4.900% Notes due 2033 We are offering $750,000,000 aggregate principal amount of our 4.900% notes due 2033 (the “Notes”).We will pay interest on the Notes on January15 and July15 of each year, beginning on July15, 2026. The Notes will mature onJanuary15, 2033.Certain of our subsidiaries (the “Subsidiary Guarantors”) will fully and unconditionally guarantee the payment of principal, premium, if any, interest, and all other amounts in respect of each of the Notes (the “Subsidiary Guarantees”). The initial SubsidiaryGuarantors are MercadoLibre S.R.L., eBazar.com.br Ltda., Mercado Pago Instituição de Pagamento Ltda, DeRemate.com de México,S. de R.L. de C.V., MPFS, S. de R.L. de C.V., MPAgregador, S. de R.L. de C.V., MercadoLibre Chile Ltda., and MercadoLibreColombia Ltda. The Notes will rank equally in right of payment with all of our other existing and future senior unsecured debt obligations fromtime to time outstanding. Each Subsidiary Guarantee will rank equally in right of payment with all of the Subsidiary Guarantor’sother existing and future senior unsecured debt obligations from time to time outstanding, except for statutory priorities underapplicable local law. We may, at our option, redeem the Notes, in whole or in part, at any time prior to November15, 2032 (the date that is twomonths prior to the maturity of the Notes), by paying 100% of the principal amount of the Notes so redeemed plus the applicable“make-whole” amount and accrued and unpaid interest and additional amounts, if any. We may, at our option, redeem the Notes, inwhole or in part, on November15, 2032 or at any time thereafter, at the redemption price of 100% of the principal amount of theNotes so redeemed plus accrued and unpaid interest and additional amounts, if any. If we experience certain change of controltriggering events, we may be required to offer to purchase the Notes at 101% of their principal amount plus any accrued and unpaidinterest thereon through the purchase date. See “Description of Notes—Change of Control” in this prospectus supplement. The Notesmay also be redeemed in whole, but not in part, at 100% of the principal amount thereof, plus accrued and unpaid interest andadditional amounts, if any, upon the occurrence of specified events relating to tax laws or treaties of certain relevant jurisdictions. See“Description of Notes—Optional Redemption Upon Tax Event” in this prospectus supplement. We intend to apply to list the Notes on the NASDAQ Bond Market (“Nasdaq”). Currently, there is no public market for theNotes. Investing in our Notes involves risks. See “Risk Factors” beginning on page S-8of this prospectus supplement and page6of the accompanying prospectus for a discussion of factors you should carefully consider before deciding to invest in ourNotes. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanyingprospectus. Any representation to the contrary is a criminal offense.Delivery of the Notes will be made in book-entry form through the facilities of The Depository Trust Company for the accounts of its participants, including Clearstream Banking,société anonyme(“Clearstream”), and Euroclear Bank S.A./N.V., as operator ofthe Euroclear System (“Euroclear”), against payment in New York, New York on or about December 9, 2025. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiSUMMARYS-1THE OFFERINGS-4RISK FACTORSS-8CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND MARKETDATAS-12USE OF PROCEEDSS-14DESCRIPTION OF NOTESS-15TAX CONSIDERATIONSS-39UNDERWRITINGS-48LEGAL MATTERSS-55EXPERTSS-55 PageABOUT THIS PROSPECTUS1FORWARD-LOOKING STATEMENTS2MERCADOLIBRE, INC.4RISK FACTORS6USE OF PROCEEDS7DESCRIPTION OF DEBT SECURITIES AND GUARANTEES OF DEBT SECURITIES8DESCRIPTION OF CAPITAL STOCK13DESCRIPTION OF WARRANTS16PLAN OF DISTRIBUTION18LEGAL MATTERS20EXPERTS20INFORMATION INCORPORATED BY REFERENCE21WHERE YOU CAN FIND MORE INFORMATION22 TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific termsof this offering of the Notes and also adds to and updates information contained in the accompanying prospectus andthe documents incorporated by reference into the accompanying prospectus. The second part, the accompanyingprospectus dated November17, 2025, which is part of our Registration Statement on FormS-3 (SECRegistrationNos. 333-291604, 333-291604-01, 333-291604-02, 333-291604-03, 333-291604-04, 333-291604-05,333-291604-06, 333-291604-07, 333-291604-08), gives more general information about us and the securities wemay offer from time to time under our shelf registration statement, some of which may not apply to this offering ofthe Notes. This prospectus supplemen