Sea Ltd

Sea Limited is a global technology company operating three core businesses: e-commerce (Shopee), digital financial services (Monee), and digital entertainment (Garena). The company operates in highly fragmented and competitive industries across diverse markets in Southeast Asia, Taiwan, Latin America, and other regions. The e-commerce industry in these markets is evolving rapidly, with competition based on user experience, product variety, logistics, and payment integration. The digital financial services industry is heavily regulated and subject to rapid change, with competition from traditional banks, fintech companies, and other non-bank lenders. The digital entertainment industry is global and competitive, with success dependent on game portfolio quality, user engagement, and relationships with developers.

Shopee is the largest e-commerce platform in Southeast Asia and Taiwan and a leading e-commerce platform in Brazil. Monee is a leading digital financial services provider in Southeast Asia with a growing presence in Latin America. Garena is a leading global online games developer and publisher. The company faces competition from global and regional players in e-commerce, including social media and social-commerce platforms, and from traditional banks and fintech companies in digital financial services. In digital entertainment, competitors include global game publishers and developers. Competitive advantages include the company's mobile-first approach, integrated ecosystem across businesses, localized market knowledge, and large user base.

The company generates revenue through three primary segments. Shopee monetizes mainly by offering sellers paid advertising services, charging transaction-based fees, and charging for certain value-added services, including logistics, as well as through direct product sales. Monee earns interest and fees from credit and banking businesses, fees from e-wallet, payment processing, and wealth services, and fees and premiums from insurance. Garena generates revenue primarily by selling in-game virtual items and season passes through a freemium model. The business model is a mix of transactional and recurring income, with platform and ecosystem dynamics creating virtuous cycles across the three businesses.

Shopee is a mobile-centric, social-focused e-commerce marketplace with integrated payment, logistics, and fulfillment infrastructure. For the year ended December 31, 2025, Shopee's GMV was US$127.4 billion ¹ and gross orders totaled 13.9 billion ². Shopee offers a comprehensive general merchandise platform with strength in long-tail high-margin categories such as fashion, health and beauty, and home and living. The platform includes social and gamification features like Shopee Coins, Shopee Prizes, and Shopee Live. Shopee also provides fulfillment services through 'Fulfilled by Shopee' and integrated logistics using a combination of own capabilities and third-party providers. Monee offers consumer and SME credit, e-wallet, payment processing, banking, insurtech, and wealth services. As of December 31, 2025, Monee had US$9.2 billion ³ in outstanding principal amount for consumer and SME loans, consisting of US$8.2 billion ⁴ on-book and US$1.0 billion ⁵ off-book loans. Credit products include Buy Now, Pay Later (BNPL) and cash loans, generally with short tenors ranging from 3 to 12 months ⁶. Monee also provides banking services in Singapore, Indonesia, and the Philippines, and insurance underwriting in Indonesia and the Philippines.

Garena is a leading global online games developer and publisher, with a focus on mobile and PC online games. The company's self-developed game, Free Fire, is available in more than 160 markets ⁷ and contributed a significant majority of digital entertainment revenue and profits in 2025. Garena also licenses games from third-party developers, including from Tencent Holdings Limited, with whom the company has a right of first refusal arrangement that was automatically renewed in 2025 ⁸. The game monetization model is freemium, with revenue generated from selling in-game virtual items and season passes. Garena organizes esports events annually and operates one of the largest mobile-game professional leagues in Asia, Latin America, and North Africa. For the three months ended December 31, 2025, Garena had Game QAUs of 633.3 million ⁹ and Game QPUs of 58.0 million ¹⁰.

During the fiscal year, the company announced the rebranding of its digital financial services business from 'SeaMoney' to 'Monee' on May 8, 2025 ¹¹. In April 2025, the company's Singapore digital bank became the parent bank of its Philippines bank, forming a banking group ¹². The company repurchased shares during the period, and as of March 31, 2026, the aggregate principal amount outstanding of the 2026 convertible notes was approximately US$996.7 million ¹³. The company also has a right of first refusal arrangement with Tencent that was automatically renewed in 2025 ¹⁴.

Total revenue increased from US$13.1 billion ¹⁵ in 2023 to US$22.9 billion ¹⁶ in 2025, representing a CAGR of 32.5% ¹⁷. Gross profit was US$5.8 billion ¹⁸, US$7.2 billion ¹⁹, and US$10.2 billion ²⁰ in 2023, 2024, and 2025, respectively. Net income was US$162.7 million ²¹, US$447.8 million ²², and US$1.6 billion ²³ in 2023, 2024, and 2025, respectively. The company turned profitable in 2023 after a history of net losses.

A key growth vector is the continued expansion of Shopee's e-commerce platform, which is the largest in Southeast Asia and Taiwan and a leading platform in Brazil. The company plans to grow by leveraging its mobile-first approach, social and gamification features, and integrated logistics and fulfillment services. Shopee's GMV reached US$127.4 billion ²⁴ in 2025, and gross orders totaled 13.9 billion ²⁵, indicating significant scale. The company also aims to expand product categories and seller support services to drive further growth.

Another major growth vector is the expansion of Monee's digital financial services, which is a leading provider in Southeast Asia with a growing presence in Latin America. Monee's credit business had US$9.2 billion ²⁶ in outstanding principal as of December 31, 2025, with US$8.2 billion ²⁷ on-book and US$1.0 billion ²⁸ off-book. The company is growing its consumer and SME credit, e-wallet, payment processing, banking, insurtech, and wealth services. Monee benefits from the Shopee ecosystem for user acquisition and is also investing in acquiring users off-Shopee. The company has obtained licenses for payment services in multiple markets and bank licenses in Singapore, Indonesia, and the Philippines.

The filing does not provide specific margin or cost outlook figures or targets.

The company continues to invest in technology infrastructure, including private data centers and cloud services, to support its growing user base and platform activities. The company relies on a combination of own logistics capabilities and third-party logistics service providers for Shopee orders. The company also has fulfillment services through 'Fulfilled by Shopee' and may acquire land or land use rights to build warehouses. The company has a significant employee base across various markets and relies on contingent workers for logistics, customer service, and other operations.

The company incurred share-based compensation expense of US$685.0 million ²⁹, US$715.8 million ³⁰, and US$625.0 million ³¹ in 2023, 2024, and 2025, respectively. The company has a share incentive plan with a maximum aggregate number of ordinary shares available for issuance of 246,892,991 ³² as of the filing date. The company does not expect to pay any cash dividends in the foreseeable future and intends to retain most available funds for business development and growth.

A significant headwind is the concentration of e-commerce and digital financial services revenue in the top three markets, which accounted for over half of total revenue in each segment in 2025. Any material decline in these major markets could adversely affect results. The company also faces risks from changes in macro-economic, geopolitical, and social conditions, including inflation, interest rate increases, trade restrictions, and potential government actions that could ban or restrict access to its services, as occurred with Free Fire in India in early 2022.

The company faces regulatory headwinds across all three businesses. In digital financial services, regulators in markets like Indonesia and Thailand have imposed caps on interest rates and fees for credit products, which could constrain profitability. The company's banking business is subject to minimum capital requirements, such as S$1.5 billion (approximately US$1.2 billion) for the Singapore bank and IDR3 trillion (US$181.1 million) for the Indonesian bank. In digital entertainment, the company faces scrutiny over game content, loot boxes, and gaming addiction, which could lead to stricter regulations or bans.

A material risk is the concentration of digital entertainment revenue and profit on a limited number of games, particularly Free Fire, which contributed a significant majority of segment revenue and profits in 2025. Any negative development to Free Fire, such as a decline in popularity, government ban, or regulatory change, could materially adversely affect results. Another key risk is the regulatory environment for digital financial services, including interest rate caps in Indonesia where the maximum rate for consumptive loans is 0.3% per day for tenures less than or equal to 6 months ³³ and 0.2% for tenures more than 6 months ³⁴, and credit limits in Thailand where loans cannot exceed one and a half times ³⁵ or five times ³⁶ average monthly income depending on the borrower's income level. The company also faces credit risk, with US$9.2 billion ³⁷ in outstanding consumer and SME loans as of December 31, 2025, and any deterioration in loan portfolio quality could require increased provisions. Additionally, the company's operations in Taiwan are subject to risks if it is deemed a PRC investor, which could result in fines ranging from NT$120,000 (US$3,825) ³⁸ to NT$25,000,000 (US$796,940) ³⁹ and potential revocation of business licenses.

Management's message emphasizes the company's mission to better the lives of consumers and small businesses with technology, and its three core beliefs: people define the company, products and services differentiate it, and the institution will outlast its founders. The strategic priorities for the period ahead include continuing to grow and strengthen the leadership position of Shopee as the largest e-commerce platform in Southeast Asia and Taiwan, expanding Monee's digital financial services across credit, banking, and insurance, and developing and publishing engaging online games through Garena, including the continued success of Free Fire. Management highlights the company's significant scale and growth, with total revenue increasing from US$13.1 billion ⁴⁰ in 2023 to US$22.9 billion ⁴¹ in 2025, a CAGR of 32.5% ⁴², and achieving net income of US$1.6 billion ⁴³ in 2025.