dLocal Ltd 6-K, filed Nov 4, 2026
dLocal Ltd (DLO)
About this 6-K
dLocal Ltd filed this 6-K on November 4, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2026
Commission File Number: 001-40451
DLocal Limited
(Exact name of registrant as specified in its charter)
Dr. Luis Bonavita 1294
Montevideo
Uruguay 11300
+1 (424) 392-7437
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F |
X |
Form 40-F |
TABLE OF CONTENTS
| EXHIBIT | |
| 99.1 | Dlocal Limited – Notice of 2026 Annual General Meeting of Shareholders |
| 99.2 | Dlocal Limited – Proxy Statement |
| 99.3 | DLocal Limited – Form of Proxy Card |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| DLocal Limited | |||||
| By: | /s/ Guillermo López Pérez | ||||
| Name: | Guillermo López Pérez | ||||
| Title: | Chief Financial Officer | ||||
Date: November 4, 2026
Exhibit 99.1
DLOCAL LIMITED
(Incorporated in the Cayman Islands with limited liability)
NOTICE OF 2026 ANNUAL GENERAL MEETING
To be held on Wednesday, December 2, 2026
NOTICE IS HEREBY GIVEN that the 2026 Annual General Meeting (the "Meeting") of dLocal Limited (the "Company") will be held on Wednesday, December 2, 2026, at 11:00 a.m. Montevideo time (9:00 a.m., New York time), at the Company's offices located at Dr. Luis Bonavita 1294, Montevideo, Uruguay 11300, and virtually via live webcast at https://meetnow.global/M7FSSF2, for the following purposes:
AGENDA AND PROPOSALS
1. Appointment of Directors: To approve, as an ordinary resolution, the re-appointment of the following nominees as directors of the Company to serve until the next annual general meeting or until their respective successors are duly appointed and qualified
| ○ | 01 – Francisco Fernández de Ybarra del Rey |
| ○ | 02 – Nelson Mattos |
2. Ratification of Financial Statements and Auditor's Report: To resolve, as an ordinary resolution, that the Company's financial statements and the auditor's report for the fiscal year ended December 31, 2025, be approved and ratified.
3. Other Business: To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.
RECORD DATE AND VOTING ELIGIBILITY
The Board of Directors has fixed the close of business (New York time) on October 23, 2026 as the record date (the "Record Date") for determining the shareholders entitled to receive notice of, attend, and vote at the Meeting or any adjournment thereof.
Only holders of record of the Company's Class A common shares and Class B common shares at the close of business on the Record Date are entitled to notice of and to vote at the Meeting. As of the close of business on the Record Date, there were 286,469,957 common shares issued and outstanding, consisting of 177,506,876 Class A common shares and 108,963,081 Class B common shares.
VOTING PROCEDURES AND DEADLINES
While shareholders have the option to attend in person at the Company's offices, in order to enable greater shareholder attendance and participation from any location around the world, shareholders are strongly encouraged to attend and participate in the Meeting virtually via live webcast at https://meetnow.global/M7FSSF2, where you will be able to vote your shares electronically and submit questions prior to and during the Meeting.
Whether or not you plan to attend the Meeting (virtually or in person), we urge you to vote your shares in advance using one of the following methods:
| Voting Method | Instructions & Access | Submission Deadline
|
| Online Voting | Visit www.investorvote.com/dLO (Registered Holders) or www.ProxyVote.com (Beneficial / Broker Holders) and enter your Control Number. | Available live during the Meeting (Registered) / 11:59 p.m. ET on December 1, 2026 (Beneficial) |
| Telephone Voting | Call toll-free 1-800-652-VOTE (8683) within the USA, US territories & Canada. | Available prior to and during the Meeting |
| Mail Voting | Sign, date, and return the enclosed Proxy Card in the postage-paid envelope provided. | Must be received prior to the start of the Meeting |
Notice & Access: In accordance with SEC rules, we are furnishing proxy materials to our shareholders primarily via the Internet. On or about November 4, 2026, we expect to mail to our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials and vote online.
By Order of the Board of Directors,
Agustin Cancela
Senior Legal Counsel
dLocal Limited
Date: November 4, 2026
Exhibit 99.2
DLOCAL LIMITED
PROXY STATEMENT FOR THE 2026 ANNUAL GENERAL MEETING
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of dLocal Limited (the "Company", "we", "us", or "our") for use at the 2026 Annual General Meeting (the "Meeting") to be held on Wednesday, December 2, 2026, at 11:00 a.m. Montevideo time (9:00 a.m., New York time), at the Company's offices located at Dr. Luis Bonavita 1294, Montevideo, Uruguay 11300, and virtually via live webcast at https://meetnow.global/M7FSSF2, and at any adjournment or postponement thereof.
While shareholders have the option to attend in person at the Company's offices, in order to enable greater shareholder attendance and participation from any location around the world, shareholders are strongly encouraged to attend and participate in the Meeting virtually via live webcast at https://meetnow.global/M7FSSF2, where you will be able to vote your shares electronically and submit questions prior to and during the Meeting.
This Proxy Statement, the accompanying Notice of Meeting, and the Proxy Card are first being made available or mailed to shareholders on or about November 4, 2026.
RECORD DATE, OUTSTANDING SHARES, AND VOTING RIGHTS
The Board of Directors
has fixed the close of business (New York time) on October 23, 2026 as the record date (the "Record Date") for determining
the shareholders entitled to receive notice of, attend, and vote at the Meeting or any adjournment thereof.
As of the close of business on the Record Date, there were 286,469,957 common shares issued and outstanding, consisting of:
| ● | 177,506,876 Class A Common Shares, representing 177,506,876 votes (one vote per share). |
| ● | 108,963,081 Class B Common Shares, representing 544,815,405 votes (five votes per share). |
Accordingly, an aggregate of 722,322,281 votes are entitled to be cast on each matter submitted to a vote at the Meeting.
INSTRUCTIONS AND FREQUENTLY ASKED QUESTIONS (Q&A)
Q: How can I attend the Annual Meeting with the ability to ask a question and/or vote?
A: Shareholders may attend the Annual Meeting in person at the Company's offices at Dr. Luis Bonavita 1294, Montevideo, Uruguay 11300, or virtually via live webcast at https://meetnow.global/M7FSSF2. Shareholders are strongly encouraged to attend virtually. As a Registered Holder attending virtually, you will be able to ask questions and vote during the Meeting by visiting https://meetnow.global/M7FSSF2 and following the instructions on your Notice, proxy card, or proxy materials. Online voting will be available live during the Meeting.
Q: What is the voting deadline for Beneficial Holders (brokers/banks)?
A: If you hold your shares through an intermediary, bank, or broker, your voting instructions must be submitted by 11:59 p.m. Eastern Time on December 1, 2026 via www.ProxyVote.com.
PROPOSAL 1: APPOINTMENT OF DIRECTORS
The Board of Directors recommends a vote "FOR" the appointment of each of the following nominees:
| Nominee Name | Position / Background | Board Recommendation
|
| Francisco Fernández de Ybarra del Rey | Director nominee with extensive international governance and corporate leadership experience. | FOR |
| Nelson Mattos | Director nominee with deep experience in global technology and operational scaling. | FOR |
Full Text of the Resolution
"RESOLVED, as an ordinary resolution, that each of Francisco Fernández de Ybarra del Rey and Nelson Mattos be appointed as directors of the Company, each to hold office in accordance with the articles of association of the Company."
PROPOSAL 2: APPROVAL AND RATIFICATION OF FINANCIAL STATEMENTS AND AUDITOR'S REPORT
The Board of Directors recommends a vote "FOR" the approval and ratification of the Company's financial statements and the auditor's report for the fiscal year ended December 31, 2025.
By approval as an ordinary resolution, the shareholders confirm and ratify the audited consolidated financial statements of dLocal Limited for the year ended December 31, 2025, together with the report of the independent registered public accounting firm thereon.
Full Text of the Resolution
"RESOLVED, as an ordinary resolution, that the audited consolidated financial statements of dLocal Limited for the year ended December 31, 2025, together with the report of the independent registered public accounting firm thereon be approved, confirmed and ratified in all respects."
AVAILABILITY OF FORM 20-F AND ANNUAL MATERIALS
Our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, is available on our investor relations website at https://investor.dlocal.com and on the SEC website at www.sec.gov. Shareholders may request a hard copy of these materials free of charge by contacting sendmaterial@proxyvote.com.
Exhibit 99.3
U P X 1. Election of Directors: 01 - Francisco Fernandez de Ybarra del Rey 02 - Nelson Mattos For Against Abstain 2. To resolve, as an ordinary resolution, that the Company’s financial statements and the auditor’s report for the fiscal year ended December 31, 2025, be approved and ratified. For Against Abstain Resolutions — The Board recommends that shareholders of the Company vote “FOR” all the Nominees listed, and “FOR” the A resolution at the Annual Meeting. Your vote is very important to the Company. 04BN2F Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. 2026 Annual Meeting Proxy Card Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
Notice of 2026 Annual Meeting of Shareholders Proxy Solicited by Board of Directors for Annual Meeting — December 02, 2026 I/We [please print name(s)] of [please print address(es)] being (a) shareholder(s) of the Company hereby appoint [please print name(s)] or [please print name(s)] or failing him/her the duly appointed chairman of the Meeting (the “Chairman”) (together, the “Proxies”), with full power of substitution and power to act alone, as proxies to vote all the Common Shares which the undersigned would be entitled to vote if personally present and acting at the Annual Meeting of Shareholders of dLocal Limited (the Company), to be held on December 02, 2026 at 11:00 AM Montevideo time (9:00 AM ET), at the Company’s offices at Dr. Luis Bonavita 1294, Montevideo, Uruguay 11300, and virtually via live webcast at https://meetnow.global/M7FSSF2, and at any adjournments or postponements thereof, as follows. Please indicate your vote For/Against on the reverse. If no such directions are indicated (or any one of them), the Proxies will have authority to vote FOR the election of the Board of Directors and FOR resolution 2. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side) Proxy — DLocal Limited q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders. The material is available at: www.investorvote.com/dLO