MercadoLibre (MELI) 6.7% shareholder shifts 3.4M shares in trust deal

Rhea-AI Filing Summary

MercadoLibre, Inc. received an ownership update as a long‑standing shareholder group filed Amendment No. 2 to its Schedule 13D. The filing reports an internal Distribution of 3,400,136 shares of common stock from Meliga No. 1 LP to Meliga No. 1 Corp as part of an estate-planning restructuring, with no pecuniary consideration exchanged.

As of June 17, 2026, Meliga No. 1 Corp, Galperin Trust /SD and Corpag Trust South Dakota Inc. together beneficially own 3,400,136 shares, representing approximately 6.70% of MercadoLibre’s outstanding common stock, based on 50,697,182 shares outstanding. Voting and dispositive power over these shares is shared among the trust-related entities under defined governance arrangements.

Insights

Equity ownership and governance analyst

Ownership stays at 6.7%, but control shifts within a trust structure.

The filing describes an internal Distribution of 3,400,136 MercadoLibre shares from Meliga No. 1 LP to Meliga No. 1 Corp, with no cash consideration. This is framed as part of an estate-planning restructuring rather than a market sale.

After the change, Meliga No. 1 Corp, Galperin Trust /SD, and Corpag Trust South Dakota Inc. still beneficially own about 6.70% of the company as of June 17, 2026. Voting and dispositive powers remain shared under trust and advisory arrangements, so the economic stake appears stable while the legal holding entities change.

Key Figures

Shares in Distribution: 3,400,136 shares Ownership percentage: 6.70% Shares outstanding: 50,697,182 shares +3 more

6 metrics

Shares in Distribution 3,400,136 shares Common stock transferred from Meliga No. 1 LP to Meliga No. 1 Corp

Ownership percentage 6.70% Beneficial ownership of MercadoLibre common stock as of June 17, 2026

Shares outstanding 50,697,182 shares MercadoLibre common stock outstanding on June 17, 2026

Cash to Meliga No. 1 Corp $1,000,000.00 Cash distributed alongside the share transfer

Cash to Volorama Stichting $57,664.41 Cash paid as part of the Distribution

Former threshold reference 5.0% Entities note they no longer own in excess of 5.0% after changes

Key Terms

beneficial ownership, estate-planning restructuring, limited partnership, irrevocable trust, +1 more

5 terms

beneficial ownership financial

"are the beneficial owners of an aggregate of 3,400,136 shares of Common Stock"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

estate-planning restructuring financial

"as part of an ongoing estate-planning restructuring process"

limited partnership financial

"Meliga No. 1 LP is a New Zealand limited partnership"

A limited partnership is a legal business structure with two types of partners: at least one general partner who runs the business and bears full legal responsibility, and one or more limited partners who contribute money, share profits, and have liability capped at their investment. For investors, it matters because it separates control from financial exposure — like putting money into a store without managing it — and affects how returns, risks, taxes and transferability of ownership are handled.

irrevocable trust financial

"Galperin Trust /SD is an irrevocable trust formed under the laws of South Dakota"

An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.

Distribution financial

"approved the distribution (the "Distribution") of (i) 3,400,136 shares of common stock"

A distribution is a payment or transfer of value from a company, fund, or trust to its shareholders or unit holders, commonly made in cash, additional shares, or other assets. Investors care because distributions provide income, reflect how much cash a business or fund can return to owners, can influence yield and taxable income, and often affect the share price much like a store handing out a portion of its profits to customers.

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Available on EDGAR 06/18/2026 - 04:39 PM Accepted by SEC EDGAR 06/18/2026 - 04:39 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

MERCADOLIBRE INC

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

587733R102

(CUSIP Number)

MercadoLibre, Inc.
WTC Free Zone, Dr. Luis Bonavita 1294, Of. 1733, Tower
Montevideo, X3, 11300
(598) 2-927-2770

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/17/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 587733R102

1

Name of reporting person

Galperin Trust /SD

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,400,136.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,400,136.00

11

Aggregate amount beneficially owned by each reporting person

3,400,136.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

*The Reporting Person reported on this Schedule 13D as a member of a "group" with the other Reporting Persons. The group beneficially owns 3,400,136 shares of Common Stock in the aggregate, representing approximately 6.70% of the outstanding shares of Common Stock. See Item 5.

SCHEDULE 13D

CUSIP Number(s): 587733R102

1

Name of reporting person

Meliga No. 1 Corp.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,400,136.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,400,136.00

11

Aggregate amount beneficially owned by each reporting person

3,400,136.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.7 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

*The Reporting Person reported on this Schedule 13D as a member of a "group" with the other Reporting Persons. The group beneficially owns 3,400,136 shares of Common Stock in the aggregate, representing approximately 6.70% of the outstanding shares of Common Stock. See Item 5.

SCHEDULE 13D

CUSIP Number(s): 587733R102

1

Name of reporting person

Meliga No. 1 LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW ZEALAND

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 587733R102

1

Name of reporting person

Corpag Trust South Dakota Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,400,136.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,400,136.00

11

Aggregate amount beneficially owned by each reporting person

3,400,136.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.7 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

*The Reporting Person reported on this Schedule 13D as a member of a "group" with the other Reporting Persons. The group beneficially owns 3,400,136 shares of Common Stock in the aggregate, representing approximately 6.70% of the outstanding shares of Common Stock. See Item 5.

SCHEDULE 13D

CUSIP Number(s): 587733R102

1

Name of reporting person

Volorama Stichting

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.001 par value per share
(b)	Name of Issuer: MERCADOLIBRE INC
(c)	Address of Issuer's Principal Executive Offices: WTC FREE ZONE, DR. LUIS BONAVITA 1294 OF. 1733 TOWER II, MONTEVIDEO, URUGUAY , 11300.
Item 1 Comment: This Amendment No. 2 amends and updates the statement on Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on May 24, 2024, as amended by Amendment No. 1 filed with the Commission on November 1, 2024. By means of a resolution of the partnership, with an effective date of June 17, 2026, and within the scope of a trust restructuring in the context of estate planning transactions, Meliga No. 1 LP, a New Zealand limited partnership ("Meliga LP"), approved the distribution (the "Distribution") of (i) 3,400,136 shares of common stock, $0.001 par value per share (the "Common Stock"), of MercadoLibre, Inc., a Delaware corporation (the "Issuer") to Meliga No.1 Corp., a British Virgin Islands corporation ("Meliga Corp."), (ii) $1,000,000.00 to be paid in cash to Meliga Corp., and (iii) $57,664.41 to be paid in cash to Volorama Stichting, a Dutch foundation ("Volorama Stichting"). As reported herein, Meliga LP and Volorama Stichting no longer beneficially own in excess of 5.0% or more of any class of the Issuer's securities.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by Meliga No. 1 LP, Meliga No.1 Corp., Galperin Trust /SD, Corpag Trust South Dakota Inc., and Volorama Stichting (each, a "Reporting Person" and collectively, the "Reporting Persons").
(b)	The principal business address of Galperin Trust /SD and Corpag Trust South Dakota Inc. is 3500 S 1st Ave Circle Suite 255, Sioux Falls, SD 57105. The principal business address of Meliga No. 1 LP and Volorama Stichting is Zuidplein 116, Tower H, 14th floor, 1077 XV Amsterdam, The Netherlands. The principal business address of Meliga No. 1 Corp. is Palm Grove House, 3rd Floor, Road Town, Tortola, British Virgin Islands.
(c)	(i) Galperin Trust /SD is an irrevocable trust formed under the laws of South Dakota and was established for the benefit of certain individuals and certain charitable organizations. Galperin Trust /SD owns 100% of the shares of Meliga No.1 Corp. Pursuant to the articles of association of Meliga No.1 Corp., the shares of Common Stock may not be voted or disposed of without the approval of Galperin Trust /SD. (ii) Corpag Trust South Dakota Inc. is a corporation established under the laws of South Dakota and has acted as trustee of Galperin Trust /SD since December 1, 2023. (iii) Meliga No. 1 LP is a New Zealand limited partnership and prior to the Distribution directly held 3,400,136 shares of Common Stock, representing approximately 6.70% of the outstanding Common Stock of the Issuer. (iv) Meliga No.1 Corp. is a British Virgin Islands corporation and following the Distribution directly holds 3,400,136 shares of Common Stock. (v) Volorama Stichting is a Dutch foundation based in Amsterdam, the Netherlands and serves as the general partner of Meliga No. 1 LP. Pursuant to the limited partnership agreement of Meliga No. 1 LP, prior to the Distribution, the shares of Common Stock could not be voted or disposed of without the approval of Meliga No.1 Corp and Volorama Stichting.
(d)	During the last five years, neither Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, neither Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Galperin Trust /SD is an irrevocable trust formed under the laws of South Dakota, Corpag Trust South Dakota Inc. is a corporation formed under the laws of South Dakota, Meliga No. 1 LP is a New Zealand limited partnership, Meliga No.1 Corp. is a corporation formed under the laws of the British Virgin Islands and Volorama Stichting is a Dutch foundation.
Item 3.	Source and Amount of Funds or Other Consideration
	As a result of the Distribution, Meliga No. 1 Corp. acquired 3,400,136 shares of Common Stock. Galperin Trust /SD, as the sole shareholder of Meliga No. 1 Corp. and Corpag Trust South Dakota Inc., as the trustee of Galperin Trust /SD, each have shared beneficial ownership of 3,400,136 shares of Common Stock. No pecuniary or other consideration was exchanged in connection with the transfer.
Item 4.	Purpose of Transaction
	The purpose of the Distribution was to transfer certain assets from Meliga No. 1 LP to its parent entities for no consideration, as part of an ongoing estate-planning restructuring process. As a result of this transaction, all shares of Common Stock previously held by Meliga No. 1 LP were fully distributed to Meliga No. 1 Corp. Except as set forth herein, the Reporting Persons have no current intention, plan or proposal with respect to items 4(a) through (j) of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	As of June 17, 2026, Meliga No. 1 Corp., Galperin Trust /SD and Corpag Trust South Dakota Inc., on a combined basis, are the beneficial owners of an aggregate of 3,400,136 shares of Common Stock of the Issuer, representing approximately 6.70% of the outstanding shares of Common Stock of the Issuer. In addition, the disposition of Shares and the reinvestment of funds received from dividends or proceeds from disposition of Shares is subject to the direction of an Investment Advisor with the prior unanimous consent of two individual Protectors; and the distribution of dividends or proceeds from disposition of Shares to the beneficiaries of Galperin Trust /SD is subject to the direction of a Distribution Advisor with the prior unanimous consent of two individual Protectors.
(b)	The aggregate beneficial ownership of Common Stock by each of Meliga No. 1 Corp., Galperin Trust /SD and Corpag Trust South Dakota Inc. is as follows: Sole Voting Power - 0 Shared Voting Power - 3,400,136 Sole Dispositive Power - 0 Shared Dispositive Power - 3,400,136 Meliga No. 1 Corp., Galperin Trust /SD and Corpag Trust South Dakota Inc.'s aggregate percentage beneficial ownership of the total amount of shares of Common Stock outstanding is approximately 6.70%, based on 50,697,182 shares of Common Stock outstanding on June 17, 2026.
(c)	Except as described in the Explanatory Note and Item 3 above, no other transactions have occurred in the past sixty days.
(d)	Except as set forth herein, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock reported herein as beneficially owned (considering the statements made in Item 5(a) above with regards to the powers to direct vested in the investment advisor, the distribution advisor, and individual protectors as applicable).
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons named in Item 2 hereof and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 - Joint Filing Agreement, dated as of May 13, 2026, by and between Meliga No. 1 Corp., Meliga No. 1 LP, Galperin Trust /SD, Corpag Trust South Dakota Inc., and Volorama Stichting. - Filed herewith

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Galperin Trust /SD

Signature:	/s/ James Edward Petree
Name/Title:	James Edward Petree / Trust Officer, Corpag Trust South Dakota Inc., Trustee
Date:	06/17/2026

Meliga No. 1 Corp.

Signature:	/s/ Eduardo M. Sanguinetti
Name/Title:	Eduardo M. Sanguinetti / Director
Date:	06/17/2026

Signature:	/s/ Agustin M. Mayer West
Name/Title:	Agustin M. Mayer West / Director
Date:	06/17/2026

Meliga No. 1 LP

Signature:	/s/ Eduardo M. Sanguinetti
Name/Title:	Eduardo M. Sanguinetti / Director A of Volorama Stichting
Date:	06/17/2026

Signature:	/s/ Annemarie Visser on behalf of Corpag Services (Netherlands) B.V.
Name/Title:	Annemarie Visser on behalf of Corpag Services (Netherlands) B.V. / Director B of Volorama Stichting
Date:	06/18/2026

Signature:	/s/ Eduardo M. Sanguinetti
Name/Title:	Eduardo M. Sanguinetti / Director of Meliga No. 1 Corp, Limited Partner of Meliga No. 1 LP
Date:	06/17/2026

Signature:	/s/ Agustin M. Mayer West
Name/Title:	Agustin M. Mayer West / Director of Meliga No. 1 Corp, Limited Partner of Meliga No. 1 LP
Date:	06/17/2026

Corpag Trust South Dakota Inc.

Signature:	/s/ James Edward Petree
Name/Title:	James Edward Petree / President
Date:	06/17/2026

Volorama Stichting

Signature:	/s/ Eduardo M. Sanguinetti
Name/Title:	Eduardo M. Sanguinetti / Director A of Volorama Stichting
Date:	06/17/2026

Signature:	/s/ Annemarie Visser on behalf of Corpag Services (Netherlands) B.V.
Name/Title:	Annemarie Visser on behalf of Corpag Services (Netherlands) B.V. / Director B of Volorama Stichting
Date:	06/18/2026

FAQ

What does the new Schedule 13D/A disclose about MercadoLibre (MELI) ownership?

The filing discloses that a shareholder group continues to beneficially own 3,400,136 MercadoLibre shares, or about 6.70% of the common stock as of June 17, 2026. It mainly documents an internal restructuring of how these shares are held and controlled.

Who now directly holds the 3,400,136 MercadoLibre (MELI) shares reported in the Schedule 13D/A?

Following the Distribution, Meliga No. 1 Corp., a British Virgin Islands corporation, directly holds 3,400,136 shares of MercadoLibre common stock. Galperin Trust /SD and Corpag Trust South Dakota Inc. share beneficial ownership through their roles as sole shareholder and trustee.

Did the reporting group sell MercadoLibre (MELI) shares in the market according to this Schedule 13D/A?

The amendment indicates an internal Distribution of 3,400,136 shares from Meliga No. 1 LP to Meliga No. 1 Corp with no pecuniary consideration exchanged. It describes a restructuring for estate-planning purposes, not an open-market sale of shares.

What percentage of MercadoLibre (MELI) does the reporting group own after the restructuring?

As of June 17, 2026, Meliga No. 1 Corp, Galperin Trust /SD and Corpag Trust South Dakota Inc. beneficially own about 6.70% of MercadoLibre’s outstanding common stock, based on 50,697,182 shares outstanding on that date, as stated in the filing.

Why was the internal Distribution of MercadoLibre (MELI) shares carried out?

The Distribution was made to transfer assets from Meliga No. 1 LP to its parent entities for no consideration, as part of an ongoing estate-planning restructuring process. This includes moving 3,400,136 shares and specified cash amounts to related entities.

What cash amounts were involved alongside the MercadoLibre (MELI) share Distribution?

Together with the transfer of 3,400,136 shares, Meliga No. 1 LP approved payments of $1,000,000.00 in cash to Meliga No. 1 Corp and $57,664.41 in cash to Volorama Stichting, all within the same estate-planning Distribution.