DLocal Limited (DLO)

We are also in the process of obtaining other approvals, registrations and/or licenses in other countries, including, among others, the United Arab Emirates, Ghana, Singapore, Philippines, Indonesia Chile, Bolivia, Cameroon and US. Our application for the Financial Conduct Authority (“FCA”) license in the UK was approved on December 17, 2024. See “— We may not currently hold, or be able to obtain or maintain the relevant regulatory licenses, permissions or registrations to carry out our business in the various jurisdictions in which we operate, which may subject us to fines, penalties or force us to discontinue operations in such jurisdictions, any of which could have a material adverse effect on our business, financial condition and results of operations.

” Furthermore, we may continue to expand our operations and product offerings to other countries in these regions. Some of these countries have undergone significant political, economic and social change in recent years and the risk of new, unforeseen changes in these countries remains high. We may not be operating in compliance with all financial services regulations, foreign exchange controls, anti-money laundering and compliance regulations, transactional, sales and withholding taxes, transfer pricing rules, money remittance regulations, data protection laws, financial statement reporting requirements, minimum capital requirements, employment laws, corporate, contract, property and competition laws, and other laws or regulations to which we may be subject. We may not be compliant with licensing or registration requirements in respect of money remittance regulations or others, in certain jurisdictions where we operate.

Moreover, it is not always clear how such laws and regulations apply to our business and some of our customers’ industries (e.g., e-wallets and money remitters), including, but not limited to, the fact that some of these laws were adopted prior to the advent of the internet, mobile and related technologies, and as a result, do not contemplate or address the unique issues of the internet and related technologies, which may be especially relevant in the context of the payments industry in which we operate.

As a result, some of these laws are subject to interpretation by regulators and the courts on an ongoing basis and the resulting uncertainty in the scope and application of these laws and regulations increases the risk that we will be subject to private claims and governmental actions alleging violations of those laws and regulations, including with respect to our payments practices, compliance with informational requirements, or even claims that we may be conducting business without required licenses and/or authorizations thereunder in certain jurisdictions. We may be subject to increased scrutiny by regulatory authorities in certain instances where such regulatory authorities incorrectly attribute our jurisdiction of organization or corporate structure to that of a different country or entity than our actual jurisdiction of organization or corporate structure, which can enhance risks related to regulatory oversight in certain countries due to potential geopolitical tensions.

We may also be subject to increased reputational risk, or scrutinized for compliance with labor, social security or tax requirements in connection with certain of our employment practices in different jurisdictions. In addition, we cannot assure you that laws and regulations applicable to us, the products that we offer, and our customers, will not be modified or interpreted in ways that could adversely affect our business. […]

We calculate Adjusted EBITDA Margin by dividing Adjusted EBITDA by our revenues. Although Adjusted EBITDA and Adjusted EBITDA Margin may be commonly viewed as non-IFRS measures in other contexts, pursuant to IFRS 8, (“Operating Segments”), Adjusted EBITDA and Adjusted EBITDA Margin are herein treated as IFRS measures in the manner in which we utilize these measures. Nevertheless, our Adjusted EBITDA and Adjusted EBITDA Margin metrics should not be viewed in isolation or as a substitute for our profit for the periods presented under IFRS Accounting Standards. We also believe that our Adjusted EBITDA and Adjusted EBITDA Margin metrics are useful metrics used by analysts and investors, although these measures are not explicitly defined under IFRS Accounting Standards.

These measures may not have standardized definitions and could differ from similar metrics used by other companies. As such, potential investors should exercise caution and not rely solely on non-IFRS measures when making investment decisions, as they are not a substitute for IFRS-compliant measures of earnings or liquidity. Adjusted Free Cash Flow We calculate “Adjusted Free Cash Flow” as net cash (used in) / generated from cash flows from operating activities, less (i) changes in working capital (merchant), and (ii) capital expenditures.

See Note 5. Segment reporting , to our Audited Consolidated Financial Statements, included elsewhere in this annual report. Special Note Regarding Adjusted EBITDA and Adjusted EBITDA Margin We only have one operating segment. We measure our operating segment’s financial performance by our Revenues, Adjusted EBITDA and Adjusted EBITDA Margin, and we use these metrics to make decisions about allocating resources. We define Adjusted EBITDA as the consolidated profit from operations before financing and taxation for the applicable reporting period before depreciation of property, plant and equipment, amortization of right-of-use assets and intangible assets. It also excludes adjustments applied to subsidiaries operating in hyperinflationary environments, other operating losses, impairment gain/loss on financial assets, secondary offering expenses, other non-recurring costs and share-based payment non-cash charges.

We calculate Adjusted EBITDA Margin by dividing Adjusted EBITDA by our revenues. Although Adjusted EBITDA and Adjusted EBITDA Margin may be commonly viewed as non-IFRS measures in other contexts, pursuant to IFRS 8, (“Operating Segments”), Adjusted EBITDA and Adjusted EBITDA Margin are herein treated as IFRS measures in the manner in which we utilize these measures. Nevertheless, our Adjusted EBITDA and Adjusted EBITDA Margin metrics should not be viewed in isolation or as a substitute for our profit for the periods presented under IFRS Accounting Standards. We also believe that our Adjusted EBITDA and Adjusted EBITDA Margin metrics are useful metrics used by analysts and investors, although these measures are not explicitly defined under IFRS Accounting Standards.

Additionally, the way we calculate our operating segment’s performance measures may be different from the calculations used by other entities, including competitors, and therefore, our performance measures may not be comparable to those of other entities. See “ Item 5. Operating and Financial Review and Prospects ” for a reconciliation of our Adjusted EBITDA and Adjusted EBITDA Margin to our profit for the period. DLocal Limited 1 Special Note Regarding Non-IFRS Financial Measures In this Form 20-F, we report Adjusted Free Cash Flow, which is a non-IFRS financial measure. Non-IFRS financial measures, including Adjusted Free Cash Flow, are not prepared in accordance with IFRS or generally accepted accounting principles (GAAP).

These measures may not have standardized definitions and could differ from similar metrics used by other companies. As such, potential investors should exercise caution and not rely solely on non-IFRS measures when making investment decisions, as they are not a substitute for IFRS-compliant measures of earnings or liquidity. Adjusted Free Cash Flow We calculate “Adjusted Free Cash Flow” as net cash (used in) / generated from cash flows from operating activities, less (i) changes in working capital (merchant), and (ii) capital expenditures.

The working capital (merchant) is defined as (i) changes in Trade receivables net (disclosed in N ote 1 6 to our consolidated financial statements for the year ended December 31, 2025 and N ote 21 to our Financial Statements for the year ended December 31, 2024 (“FY25 Financial Statements” and “FY24 Financial Statements”, respectively)), plus (ii) changes in Trade payables (disclosed in N ote 21 to our FY25 and FY24 Financial Statements), plus (iii) changes in Other tax liabilities (disclosed in note 23 to our FY25 and FY24 Financial Statements). Capital expenditures consist of acquisitions of property, plant and equipment and additions of intangible assets. Management uses Adjusted Free Cash Flow as a measure for evaluating the Company's cash generation and the cash available for distribution to our shareholders as dividends pursuant to our dividend policy.

Adjusted Free Cash Flow is not a financial measure recognized under IFRS and does not purport to be an alternative to cash generated from operating activities or as a measure of liquidity. […]

Operating and Financial Review and Prospects ” and our consolidated financial statements, including the notes thereto, included elsewhere in this annual report. Our Audited Consolidated Financial Statements are presented in U.S. dollars which is the functional currency of DLocal Limited. Our fiscal year ends on December 31 of each year. Accordingly, all references to a particular year are to the year ended December 31 of that year. Segment Information We manage our business under a single operating segment, which is payment processing. We have adopted IFRS 8 ( Operating Segments ), which requires operating segments to be identified on the basis of internal reports regarding components of our business that are regularly reviewed by our management, including our chief operating decision maker, which is the group’s executive team represented by executive officers and directors, in order to allocate resources and to assess their performance.

See Note 5. Segment reporting , to our Audited Consolidated Financial Statements, included elsewhere in this annual report. Special Note Regarding Adjusted EBITDA and Adjusted EBITDA Margin We only have one operating segment. We measure our operating segment’s financial performance by our Revenues, Adjusted EBITDA and Adjusted EBITDA Margin, and we use these metrics to make decisions about allocating resources. We define Adjusted EBITDA as the consolidated profit from operations before financing and taxation for the applicable reporting period before depreciation of property, plant and equipment, amortization of right-of-use assets and intangible assets. It also excludes adjustments applied to subsidiaries operating in hyperinflationary environments, other operating losses, impairment gain/loss on financial assets, secondary offering expenses, other non-recurring costs and share-based payment non-cash charges.

We calculate Adjusted EBITDA Margin by dividing Adjusted EBITDA by our revenues. Although Adjusted EBITDA and Adjusted EBITDA Margin may be commonly viewed as non-IFRS measures in other contexts, pursuant to IFRS 8, (“Operating Segments”), Adjusted EBITDA and Adjusted EBITDA Margin are herein treated as IFRS measures in the manner in which we utilize these measures. Nevertheless, our Adjusted EBITDA and Adjusted EBITDA Margin metrics should not be viewed in isolation or as a substitute for our profit for the periods presented under IFRS Accounting Standards. We also believe that our Adjusted EBITDA and Adjusted EBITDA Margin metrics are useful metrics used by analysts and investors, although these measures are not explicitly defined under IFRS Accounting Standards.

Additionally, the way we calculate our operating segment’s performance measures may be different from the calculations used by other entities, including competitors, and therefore, our performance measures may not be comparable to those of other entities. See “ Item 5. Operating and Financial Review and Prospects ” for a reconciliation of our Adjusted EBITDA and Adjusted EBITDA Margin to our profit for the period. DLocal Limited 1 Special Note Regarding Non-IFRS Financial Measures In this Form 20-F, we report Adjusted Free Cash Flow, which is a non-IFRS financial measure. Non-IFRS financial measures, including Adjusted Free Cash Flow, are not prepared in accordance with IFRS or generally accepted accounting principles (GAAP).

These measures may not have standardized definitions and could differ from similar metrics used by other companies. As such, potential investors should exercise caution and not rely solely on non-IFRS measures when making investment decisions, as they are not a substitute for IFRS-compliant measures of earnings or liquidity. Adjusted Free Cash Flow We calculate “Adjusted Free Cash Flow” as net cash (used in) / generated from cash flows from operating activities, less (i) changes in working capital (merchant), and (ii) capital expenditures.

The working capital (merchant) is defined as (i) changes in Trade receivables net (disclosed in N ote 1 6 to our consolidated financial statements for the year ended December 31, 2025 and N ote 21 to our Financial Statements for the year ended December 31, 2024 (“FY25 Financial Statements” and “FY24 Financial Statements”, respectively)), plus (ii) changes in Trade payables (disclosed in N ote 21 to our FY25 and FY24 Financial Statements), plus (iii) changes in Other tax liabilities (disclosed in note 23 to our FY25 and FY24 Financial Statements). Capital expenditures consist of acquisitions of property, plant and equipment and additions of intangible assets. Management uses Adjusted Free Cash Flow as a measure for evaluating the Company's cash generation and the cash available for distribution to our shareholders as dividends pursuant to our dividend policy.

Adjusted Free Cash Flow is not a financial measure recognized under IFRS and does not purport to be an alternative to cash generated from operating activities or as a measure of liquidity. […]

• 6-K · Filed August 13, 2026 · View report
• 6-K · Filed May 14, 2026 · View report
• 6-K · Filed April 20, 2026 · View report