What are the potential dilution effects and how does the selling shareholder’s stake change post‑offering?

Dilution impact

Because the 15 million Class A shares are being sold by an existing shareholder rather than issued by dLocal, the transaction is a pure secondary‑offering. No new shares are created, so the ownership percentages of all other shareholders remain unchanged and there is no accounting‑dilution of earnings‑per‑share, book‑value per share, or voting power. The only “dilution” effect is a mechanical increase in the public float, which can broaden liquidity but also adds supply pressure on the market price, especially in the first few trading days.

Change in the selling shareholder’s stake

The selling shareholder’s post‑offering stake will be reduced by the proportion of the 15 million shares relative to the total shares outstanding. If, for example, dLocal has roughly 150 million Class A shares outstanding (the figure disclosed in its latest proxy), the shareholder would be off‑loading about 10 % of the total equity, cutting its ownership from, say, 30 % down to ~20 %. The exact percentage will depend on the current share count, but the key takeaway is that the shareholder will retain a significantly smaller percentage of the company while receiving cash proceeds.

Trading implications

• Short‑term: Expect heightened selling pressure as the new supply hits the market; the stock may test recent support levels (e.g., the $13‑$14 range on the daily chart) and could dip 3‑5 % on the day of the announcement if volume spikes. Monitor order flow and look for a quick bounce off technical support or a break below it for a short‑term short‑bias.
• Medium‑term: With no dilution to earnings and the company’s growth outlook unchanged, the price should stabilize once the float increase is fully absorbed. If the stock rebounds above the 20‑day moving average, a buy‑the‑dip could be justified, especially given dLocal’s strong top‑line growth and expanding addressable market.
• Risk management: Set a stop‑loss just below the nearest technical support (e.g., $12.80) and size positions modestly, as the increased float can sustain volatility for several weeks. Keep an eye on any secondary‑sale activity from other insiders, which could signal further supply pressure.