A.[Reserved]
B.Capitalization and Indebtedness
Not applicable.
C.Reasons for the Offer and Use of Proceeds
Not applicable.
D.Risk Factors
Our business faces significant risks. You should consider carefully the risks described below and all other information contained in this annual report. If any of the following risks were to occur, our business, financial condition and results of operations would likely be materially adversely affected. In that event, the trading price of our ordinary shares or American Depositary Shares, or ADSs, would likely decline and you might lose all or part of your investment. The following risks are not the only risks that we face; we are subject to various risks mainly resulting from changing economic, environmental, political, industry, business, financial and climate conditions. Our results could materially differ from those anticipated in these forward-looking statements, as a result of certain factors including the risks described below and elsewhere in this annual report and our other SEC filings. See also “Cautionary Statement with Respect to Forward-Looking Statements and Risk Factors Summary”.
For purposes of this section, the indication that a risk, uncertainty or problem may or will have a “material adverse effect on us” or that we may experience a “material adverse effect” means that the risk, uncertainty or problem could have a material adverse effect on our business, financial condition or results of operations and/or the market price of our ordinary shares or ADSs, except as otherwise indicated or as the context may otherwise require. You should view similar expressions in this section as having a similar meaning.
Risks Relating to Argentina
Most of our operations, property and customers are located in Argentina and a portion of our liabilities and assets are denominated in foreign currency. Consequently, the quality of our assets, property status and our results of operations depend on the macroeconomics, regulatory, social and political conditions of Argentina and on the exchange
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rates between the peso and foreign currencies, in particular, the U.S. dollar. These conditions include growth rates, inflation rates, exchange rates, taxes, foreign exchange controls, changes in the interest rates, changes in Argentine government policies, social instability and other domestic and international political and economic events that may take place in Argentina or may affect it.
Investing in a developing economy such as Argentina entails certain inherent risks.
Argentina is a developing economy and investing in such markets generally carries risks. These risks include political, social and economic instability that may affect Argentina’s economic condition. In the past, instability in Argentina was caused by many different factors, including the following:
•aggravation of a financial crisis in several countries in the region;
•abrupt changes in the monetary and fiscal policies of countries with prominent economies due to macroeconomic conditions;
•increase in public expenses affecting the economy and fiscal deficits;
•inconsistent fiscal and monetary policies;
•uncertainty with respect to the Argentine public sector’s payment capacity and the potential for obtaining international financing;
•low levels of investment;
•changes in governmental economic or tax policies;
•high levels of inflation;
•abrupt changes in currency values;
•high interest rates;
•wage increases and price controls;
•exchange and capital controls;
•political and social unrest;
•the growing effects of labor unions;
•the significant price drop of main commodities exported by Argentina;
•early termination of our public concession;
•fluctuations in the BCRA reserves;
•widespread illnesses or epidemics; and
•restrictions on exports and imports.
Any of the above factors either individually or taken together, could have material adverse effects on the Argentine economy and on our business, results of operations and financial condition.
The Argentine economy has experienced extreme volatility in the recent decades, with uneven periods of economic growth, high inflation and devaluation of the peso against the U.S. dollar. Therefore, our business and operations may be affected by the economic and political events that may affect the Argentine economy, such as: price controls, foreign exchange controls, currency devaluations, high interest rates, increase in public expenses, tax increase or other regulatory initiatives that increase the Argentine government’s intervention in the economy.
On September 1, 2019 the Argentine government reintroduced strong restrictions and exchange controls, which, among other things, significantly restricted access to the exchange markets by individuals and entities. Since then, these restrictions have been modified and, in some respects, eased, and those that remain effective as of the date of this annual report are described in “Item 10.-D Exchange Controls.”
The Social Solidarity and Productive Reactivation Law No. 27,541, enacted in December 2019, and its regulatory Decree No. 99/2019 (the “Social Solidarity Law”), as amended from time to time, introduced important additional foreign exchange restrictions and tax modifications.
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During 2021 there was a recovery of the economic activity (after the impact of COVID-19 in 2020) reflected in the 10.4% GDP growth, and this positive trend continued in 2022, with 5.0% GDP growth. Nevertheless, this trend reversed in 2023, when GDP contracted by 1.6%, followed by a decline of 1.3% in 2024, primarily driven by a significant reduction in public works and a contraction in private consumption. During 2025, the economy began to stabilize; according to the INDEC, for the fourth quarter of 2025, Argentina's GDP recorded a recovery of 4.4% for the full year, surpassing initial estimates as inflation began to decelerate and credit conditions improved.
To contain the escalation of the currency exchange rate, the Argentine Central Bank has been selling its reserves of U.S. dollars, which has resulted in a decrease in the Argentine Central Bank’s international reserves from US$ 65.7 billion as of December 31, 2018, to US$ 23.1 billion as of December 31, 2023. Since Javier Milei took office in December 2023, the BCRA had bought approximately US$ 4,760 million by the end of March 2025. Throughout March and April 2025, growing tensions in the foreign exchange market compelled the central bank to sell reserves, just as the government approached the final stretch of negotiations with the IMF and other multilateral institutions.
In the first days of Javier Milei's mandate, the new government launched a set of policies aimed to deregulate the economy to address the economic and social crisis. On December 20, 2023, through the Decree of Necessity and Urgency No. 70/2023, the Executive Branch declared the public emergency in economic, financial, fiscal, administrative, social security, tariff, sanitary and social matters until December 31, 2025. This regulation included numerous amendments and repeals of several laws. The measures include, but are not limited to, the repeal of regulations on housing rental contracts, the supply of essential products, the marketing of mass consumption products, the corporate form of companies where the State participation has been modified, among others.
On December 27, 2023, the Executive Branch submitted to Congress the draft law titled "Bases and Points of Departure for the Freedom of the Argentine People" (the "Bases Law"). After months of negotiations, the Bases Law was finally approved on June 28, 2024. The key points of this approval are as follows:
•Emergency: The declaration of a public emergency in economic, financial, tax, social security, security, defense, tariff, energy, health, administrative, and social matters. The declaration of emergency in the bill is to last until December 31, 2025, but it enables the Executive to extend such term for two more years. In terms of state reorganization, the Bases Law establishes the foundations for legislative delegations to the Executive, namely: i) improving the functioning of the state; ii) reducing the oversizing of the state structure; and iii) ensuring effective internal control in the national public administration.
•Regime for Large Investments: The creation of the Regime for Large Investments ("RIGI"), which establishes a legal and regulatory framework to promote investment in productive projects in Argentina.
•Labor Modernization: Various modifications to laws 24,013 (Employment), 20,744 (Labor Contract Law), and 26,727 (Agricultural Work). Moreover, Law 25,323 (Labor Compensation) is repealed. The amendments include the extension of the trial period or the exemption from penalties and criminal actions for those employers who have not made the corresponding contributions, in exchange for the regularization of the worker.
•Concessions: The possibility for the government to grant public works concessions to private or public entities for the construction, maintenance, or exploitation of public works.
•Various amendments to Laws 17,319 (Hydrocarbons), 24,076 (Natural Gas) and 26,741 (Fiscal Oilfields), including the repeal of Article 1 of Law 26,741, which declared the self-supply of hydrocarbons to be of public interest and a priority objective, and the creation of the National Gas and Electricity Regulatory Entity, replacing the Electricity Regulatory Entity (“ENRE”).
•Tax Modernization: Various tax changes, including, but not limited to, changes in income tax, personal property tax, single taxation and incentives for money laundering.
On April 16, 2024, the Supreme Court of Justice unanimously rejected two actions filed against Decree No. 70/2023, stating that neither of them presented the existence of a 'cause,' 'case,' or 'controversy' that falls under the jurisdiction of the Supreme Court to rule on.
On July 12, 2024, Congress approved Law No. 27.743 on Palliative and Relevant Tax Measures ("Tax Package") regarding the regularization of tax, customs, and fiscal obligations, aimed at achieving voluntary payment by taxpayers and responsible parties. On that same date, the Executive Branch published Decree No. 608/2024 in the Official Gazette, which regulated various provisions of the Tax Package. Chapter II of this Decree specifically outlines the Asset Regularization Regime, designed to incentivize taxpayers to declare unregistered assets. The Asset Regularization Regime was structured in three stages. The first stage ran from October 1, 2024, to November 8, 2024, during which a 5% rate was
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applied to amounts exceeding US$ 100,000. The second stage took place from November 9, 2024, to January 31, 2025, with the rate increasing to 10%. Finally, the third stage covered the period from February 1, 2025, to April 30, 2025, with the rate rising to 15%. The regime ultimately reached US$ 116.8 billion, surpassing initial expectations under the Milei administration.
On August 5, 2024, Decree No. 695/2024 was published in the Official Gazette, regulating, among other matters, four chapters of Title II of the Bases Law: (i) Administrative reorganization; (ii) Privatizations; (iii) Administrative procedure; and (iv) Public employment. A week later, on August 12, 2024, Decree No. 713/2024 was issued, advancing the regulation of Title III of the Bases Law, specifically addressing 'Contracts and Transactional Agreements,' with particular focus on Chapter I, 'Force majeure in existing contracts and transactional agreements,' as well as certain articles of Chapter II, 'Concessions.' Additionally, on August 23, 2024, the Executive Branch published Decree No. 749/2024, which regulated Title VII of the Bases Law in relation to the RIGI.
On November 29, 2024, the Executive Branch published Decree 1057/2024 in the Official Gazette, where the amendments introduced by the Bases Law to the Hydrocarbons Law, the Gas Law No. 24,076 and the aspects related to the uniform environmental legislation for the sector were regulated.
Regarding Argentina's capacity to obtain financing from international capital markets, on May 13, 2024, the IMF announced that its Executive Board and Argentine authorities had reached an agreement on the eighth review under the agreement with Argentina. As a result, the Board's decision allowed an immediate disbursement of approximately US$ 800 million, bringing the total disbursements under the agreement to approximately US$ 41.4 billion. The Staff-Level Agreement aims at lowering the fiscal deficit, inflation and subsidies, among others, with the goal of promoting the necessary stability conditions to address existing structural challenges and to strengthen the foundations for sustainable and inclusive growth.
Subsequently, on March 19, 2025, the Argentine Congress validated the presidential decree authorizing the execution of a new debt refinancing agreement with the IMF, which, according to the technical agreement reached by the IMF and the Argentine authorities on April 8, 2025, would enable a new extended funding facility of US$ 20 billion over a period of 48 months. The IMF Executive Board approved said agreement on April 11, 2025.
In January 2025, the IMF Executive Board conducted an ex-post evaluation of Argentina's exceptional access to financing under the 2022 Extended Fund Facility. The evaluation concluded that, while the program did not meet its initial objectives, it allowed for the rescheduling of payments. The program's gradual approach was insufficient to address the economic challenges. However Milei’s administration renegotiated new targets and, in 2024, met all the established parameters, except for the accumulation of net reserves. According to IMF reporting, by the end of 2025 Argentina’s economy had returned to positive growth, and inflation declined substantially from prior peaks, although it remained elevated by historical standards. According to INDEC's last published information, consumer prices increased by 31.5% on a year-on-year basis during 2025. Nonetheless, in its January 2026 report, the IMF projects that Argentina's GDP will stabilize, with a projected annual growth of 4% for 2026 and 2027.
A decline in international demand for Argentine products, a lack of stability and competitiveness of the peso against other currencies, a decline in confidence among consumers and foreign and domestic investors, the persistence or reacceleration of inflationary pressures and future political uncertainties, adverse climate conditions affecting agriculture, among other factors, may continue to adversely affect the development of the Argentine economy, which could lead to a reduced demand for our products and services and adversely affect our business, financial condition and results of operations.
If current fiscal surplus is not maintained, the Argentine economy could be adversely affected, negatively impacting our business and results of operation.
In the past, Argentina has experienced significant macroeconomic imbalances, including frequent and critical fiscal deficits. The Argentine government has recorded an annual fiscal deficit during approximately 90% of the years during the period from 1961 to 2022 (48 years out of 53), which has led to very vulnerable macroeconomic conditions. The Argentine government has financed its fiscal deficit mainly in two ways: (i) by issuing foreign debt, which has historically led to rapid increments in national debt levels; and (ii) by monetary emission through the BCRA, which has led to periods of high inflation and, even in some cases, hyperinflation. The fiscal deficit reached 3% of the GDP in 2021, 2.4% of the GDP in 2022 and 2.9% of the GDP in 2023. However, as a result of the measures taken by Javier Milei's administration, a financial surplus of 0.3% of GDP was recorded in December 2024, marking the first surplus since 2010. During 2025, the
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Argentine government continued to report monthly fiscal surpluses, resulting in an annual surplus of approximately 0.2% of GDP, reflecting the continuation of fiscal consolidation measures.
Failing to maintain the current fiscal surplus and reverting to the historical deficits could lead to growing levels of uncertainty regarding Argentina’s macroeconomic conditions. In particular, it could lead to growing inflation rates and unanticipated foreign exchange depreciation and balance of payments crisis, higher local vulnerability to international credit crisis or geopolitical shocks, higher interest rates and erratic monetary policies, a reduction in real salaries and as a consequence, in private consumption, and a reduction in growth rates. This level of uncertainty, over which we have no control, may adversely affect our financial condition or results of operations.
If the current levels of inflation do not decrease, the Argentine economy could be adversely affected, negatively impacting our results of operations and margins.
Historically, inflation has materially undermined the Argentine economy and the Argentine government’s ability to create conditions for long-term economic growth. In recent years, Argentina has experienced high inflation rates.
Since 2008, the Argentine economy has been subject to strong inflationary pressures that, according to private sector analysts, reached an average annual rate of 28.2% between 2010 and 2015. In December 2015, the administration of former President Macri suspended the publication of indexes and statistics and, after implementing certain methodological reforms and adjusting certain macroeconomic statistics, resumed its publication of the CPI in June 2016. Based on the revised information provided by INDEC, inflation reached an annual rate of 94.8% in 2022, 211.4% in 2023, 117.8% in 2024 and 31.5% in 2025, which represents the lowest rate since 2017 (24.8%). This result marks the second consecutive year of decline in the annual rate of inflation, something that had not occurred since the period between 2007 and 2009.
Efforts by successive governments to curb inflation, including price controls and regulation of exports, have faltered, failing to address the structural causes of inflation. Former President Alberto Fernández's administration aimed to shield consumers through price ceilings on essentials and export limits, but recorded fiscal deficits of 2.4% in 2022 and 2.9% in 2023. The current government achieved a primary surplus of 1.8% of GDP and an overall fiscal surplus of approximately 0.3% of GDP in 2024, marking the first surplus in many years. Building on this, 2025 closed with a primary fiscal surplus of roughly 1.4% of GDP and an overall financial surplus of about 0.2% of GDP, representing the first time since the early 2000s that Argentina has reported two consecutive years of positive fiscal balances.
However, despite the abovementioned progresses, while inflation declined in 2025 compared to previous years, the persistence of inflationary pressures remains a key risk for 2026. Failure to rectify structural inflationary imbalances could perpetuate rising inflation levels, adversely affecting Argentina's economy. High inflation undermines foreign competitiveness, exacerbates social and economic inequality, and erodes confidence in the banking system, potentially restricting credit access for local companies.
Inflation in Argentina has contributed to a material increase in our costs of operation, in particular labor costs; it also enables a reduction in the purchasing power of the population, thus increasing the risk of a lower level of product consumption from our customers in Argentina, which could negatively impact our financial condition and results of operations. Inflation rates could continue to grow in the future, and there is uncertainty regarding the effects that any measures adopted by the government could have to control inflation.
Fluctuations in the peso exchange rate, including potential appreciation or depreciation may adversely affect our results of operations, our capital expenditure program, and the ability to service our liabilities and transfers of funds abroad.
Argentina has a history of high volatility in its foreign exchange markets, including sharp and unanticipated devaluations, tight foreign exchange controls and severe restrictions on foreign trade. While the devaluation of the peso may have a negative impact on the ability of certain Argentine businesses to pay their foreign currency denominated debt and could lead to higher inflation and reduced real wages, a significant appreciation of the peso could make our products more expensive in both domestic and international markets, potentially reducing demand and jeopardizing our business, which depends on domestic market demand.
After several years of moderate variations in the nominal exchange rate, in 2011 the depreciation of the peso commenced to accelerate again and in response the Argentine government further strengthened the foreign exchange restrictions and controls. This provoked the development of an unofficial U.S. dollar trading market at which the U.S. dollar exchange rate was substantially higher than in the official foreign exchange market (the “FX Market”).
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Given the political and economic landscape, the administration of former President Macri re-introduced rigid restrictions and foreign exchange controls on September 1, 2019, which among other things, significantly curtailed access to the FX Market by individuals and entities. See "Item 10.D. Additional Information—Exchange Controls”. Despite the measures adopted by the Argentine government to try to control the increasing depreciation of the peso, in 2022 the peso depreciated by approximately 70% and in 2023, by approximately 356% against the U.S. dollar, based on the official exchange rates published by the Argentine Central Bank.
On December 12, 2023, the Minister of Economy, Luis Caputo, announced the setting of the official exchange rate at Ps. 800 and a 2% monthly “crawling peg.” This resulted in an exchange rate jump of 118.57% for the wholesale dollar and a sharp depreciation of the peso against the dollar. The peso accumulated a depreciation of 26.7% in 2024. By December 2024, the official exchange rate had increased 27.7% compared to its value at the end of the previous year. Additionally, several parallel U.S. dollar trading markets developed in which the Argentine peso-U.S. dollar exchange rate differs from the official Argentine peso-U.S. dollar exchange rate. See "Item 10.D. “Additional Information – Exchange Controls.”
On January 13, 2025, the BCRA announced a reduction in the pace of the crawling peg from 2% to 1% per month, effective from February 1, 2025, as part of its managed exchange rate regime, In April 2025, in connection with the new IMF financing arrangement, Argentina’s authorities substantially liberalized foreign exchange policy, replacing the crawling peg with a more flexible system under which the official exchange rate is permitted to trade within an established band (for example, roughly 1,000 to 1,400 pesos per U.S. dollar) and allowing market forces greater influence over the peso's value. Throughout 2025, the official peso-U.S. dollar exchange rate exhibited significant volatility, and the gap between official and parallel exchange rates narrowed markedly as controls were lifted and the trading band framework became operative. Exchange rate developments have implications for the inflation outlook, competitiveness of exports and import pricing, and could affect cost structures and activity levels in sectors such as construction. The official exchange rate movements and the existence of various peso-U.S. dollar exchange rates — including official, market bands, and parallel rates — are described further in “Item 10.D — Additional Information – Exchange Controls.”
While the depreciation of the peso can have positive effects on the competitiveness of certain sectors of the Argentine economy, including our business, significant appreciation or continued volatility can negatively impact our competitive position and profitability. Furthermore, both devaluation and appreciation of the peso have had and could continue to have a negative impact on the financial condition of many Argentine businesses and individuals. The devaluation of the peso has negatively affected the ability of certain Argentine businesses to honor their foreign currency-denominated debt and has also led to very high inflation initially and significantly reduced real wages. Conversely, a significant appreciation of the peso could negatively impact businesses whose success is dependent on export markets. Both scenarios can adversely affect the Argentine government’s ability to honor its foreign debt obligations. Significant depreciation or appreciation of the peso, or increased exchange rate volatility, could adversely affect the Argentine economy and, consequently, our business. In recent years, the peso experienced significant devaluations against the U.S. dollar. The U.S. dollar exchange rate increased by approximately 72% in 2022, 356% in 2023, 27.7% in 2024 and 41.3% in 2025.
Additional volatility, appreciation, or depreciation of the peso, or reduction in the BCRA’s international reserves due to currency interventions could adversely affect the Argentine economy, which in turn may have an adverse effect on our financial conditions and results of operations. Any further significant fluctuation in the value of the peso, including divergence between official and parallel market rates (which reached 60-70% by the end of 2024), could have material adverse effects on the Argentine economy, which could have a material adverse effect on our results of operations and financial condition.
Given the economic and political conditions in Argentina, we cannot predict whether, and to what extent, the value of the peso may depreciate or appreciate against the U.S. dollar, the euro or other foreign currencies. We cannot predict how these conditions will affect our capital expenditure program, the consumption of products we provide to local customers or our ability to meet our liabilities denominated in currencies other than the peso. Furthermore, our ability to transfer funds abroad and our ability to pay dividends to shareholders located abroad may be jeopardized if high exchange rate volatility continues and exchange controls are increased in Argentina. Finally, we cannot predict whether the Argentine government will further modify its monetary, fiscal or exchange rate policy in the future.
Negotiations with labor unions could require private companies to implement salary increases or provide workers with additional benefits, all of which could increase our operating costs.
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Labor relations in Argentina are governed by specific legislation, such as Labor Contract Law No. 20,744 and Collective Bargaining Law No. 14,250, which, among other things, dictate how salary and other labor negotiations are to be conducted. Every industrial or commercial activity in Argentina is regulated by a specific collective bargaining agreement, or CBA, that groups companies together according to industry sector and trade union. Although the process of negotiation is standardized, each chamber of industrial or commercial activity separately negotiates the increases of salaries and labor benefits with the relevant trade union covering such commercial or industrial activity. In the cement industry, salaries have been established generally on an annual basis through negotiations between the chambers that represent the cement producers and the cement industry employees’ trade union. Although due to the high inflation over the past years, these negotiations have taken place more than once a year, they have become less frequent since the start of the Milei administration due to the slowdown in inflation, with the expectation of returning to a scheme of annual increases. The national labor authority (National Secretary of Labor, Employment and Social Security) mediates between the parties and ultimately approves the salary increase to be applied in the cement industry. Parties are bound by the final decision once it is approved by the labor authority and must observe the established salary increases for all employees that are represented by the cement union and to whom the collective bargaining agreement applies. The policy of the current administration is to adopt a stricter approach when assessing and approving wage increase agreements, particularly if such increases exceed the monthly inflation rate.
Due to high levels of inflation, Argentine employers, in both the public and private sectors, have in the past experienced significant pressure from their employees and labor organizations to increase wages and to provide additional benefits. Since December 2024, the minimum salary was raised from Ps. 279,718 to Ps. 344,800, as of December 2025 (in nominal terms). Notwithstanding this, over the past year inflation slowed down significantly, with a year-on-year inflation rate of 31.5% in 2025 compared to 117.8% in 2024. The INDEC publishes the "Coeficiente de Variación Salarial" (Salary Variation Index), an index that shows the evolution of salaries. The Salaries Index showed an increase in registered private sector salaries of approximately 147.5% in 2024 and 43.1% in 2025. During this period, the average wages in the cement industry increased in line with the average of private sector salaries, according to the Argentine Secretary of Labor, Employment and Social Security.
Recently, the Argentine Congress passed Law No. N°27,802, which entered into force on March 6, 2026, and significantly amends collective labor law in Argentina. Within one year of the law’s promulgation, the parties to each CBA will be summoned to negotiate, renegotiate, and/or ratify their agreements. Furthermore, the amendments to the collective labor regime aim to grant companies greater participation in collective bargaining. In this regard, the new legislation places a strong emphasis on company labor unions and the possibility of negotiating company‑specific collective bargaining agreements. The effectiveness of certain provisions of the recently enacted Argentine labor reform may be subject to judicial review, creating uncertainty regarding the applicable labor framework.
Any salary increase or additional benefit resulting from negotiations with the labor union could result in an increase in costs and a decrease in the results of the operations of Argentine companies, including those of Loma Negra.
The implementation of exchange controls and restrictions on capital inflows and outflows could limit the availability of international credit and could threaten the financial system, adversely affecting the Argentine economy and, as a result, our business.
Due to the foreign exchange crisis generated in August 2019 and the continued reduction of the BCRA’s foreign currency reserves, since September 1, 2019, the Argentine government imposed rigid exchange controls and transfer restrictions, substantially limiting the ability to obtain foreign currency or make certain payments or distributions out of Argentina See “Item 10.D. Additional Information—Exchange Controls”.
In response to the re-imposed foreign exchange restrictions, an unofficial U.S. dollar trading market developed again in which the peso-U.S. dollar exchange rate differed substantially from the official peso-U.S. dollar exchange rate in the FX Market.
In addition, access to foreign currency and its transfer out of Argentina can also be obtained through capital markets transactions denominated Blue-Chip Swaps, subject to certain restrictions and side effects which is more expensive than acquiring foreign currency in the FX Market.
Notwithstanding the measures adopted by the Argentine government in the past years, President Javier Milei's administration has been gradually easing foreign exchange controls, most notably through the implementation of a more flexible exchange rate band regime and the easing certain restrictions on access to the official foreign exchange market.
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However, future actions by the Argentine government could include reinstating further exchange controls, transfer restrictions, restrictions on the free movement of capital, and may implement other measures in response to capital flight or a significant depreciation of the peso, which could further limit our ability to access the international capital markets and impair our ability to make interest, principal or dividend payments abroad. Such measures could lead to renewed political and social tensions, and could undermine the Argentine government’s public finances, which could adversely affect Argentina’s economy and prospects for economic growth and, consequently, adversely affect our business and results of operations, and could further impair our ability to make dividend payments to holders of the ADSs, which may adversely affect the market value of the ADSs.
Any inability to maintain a favorable current account or balance of payments position may result in a depreciation of the peso, affecting our results of operations, our capital expenditure program and our ability to pay our foreign currency liabilities .
Inflation continues to be a challenge for Argentina given its persistent nature in past years.
According to INDEC, Argentina’s structural current account accumulated a surplus of US$ 3,287 million in 2021 and a current account deficit of US$ 3,031 million in 2022. In 2023, the Argentine economy recorded a current account deficit of US$ 6,900 million. In 2024, the Argentine current account shifted to a surplus, supported by a strong trade balance and reduced services and income outflows, with an approximate surplus of US$ 1,029 million for 2024 as a result of cost reduction policies. In 2025, external account dynamics deteriorated again through the first and second quarters, with quarterly data showing current account deficits, reflecting a return to current account deficits after the temporary surplus in 2024, driven by growing deficits in services and primary income and volatility in trade flows. However, Argentina closed 2025 with a primary fiscal surplus of 1.4% of GDP, which, after paying interest on public debt, became a financial surplus of 0.2%, according to the Ministry of Economy. Argentina recorded a primary fiscal surplus of Ps. 11.8 trillion (about US$ 8.1 billion) in 2025 and a financial surplus (including debt service payments) of Ps. 1.45 trillion (about US$1 billion), marking the second consecutive annual financial surplus, following the first in more than a decade in 2024.
Because foreign direct investment remains stagnant in Argentina, Argentina and its provinces may not be able to fulfill their debts obligations in the future, since Argentina’s foreign currency needs would severely overcome its foreign currency sources. If this level of uncertainty prevails on international investors, Argentina may suffer a “sudden stop” event, when investors stop lending money to Argentinean institutions. This, in turn, may result in large capital outflows that could lead the Argentine government to default on its debt and cause a rapid and unanticipated depreciation of the peso, an increase in local interest rates and a banking system crisis if bank deposits are largely withdrawn following social unrest.
The measures taken during former president Fernandez administration could not stop the constant devaluation of the peso against the U.S. dollar. Between January 2020 and December 2023, the official nominal exchange rate for pesos into U.S. dollars fell by approximately 1250.80%.
As of December 31, 2024, the official nominal exchange rate for pesos into U.S. dollars fell to Ps. 1,032.5 per US$1.00, a devaluation of approximately 27.7%. During 2025, Argentina transitioned to an exchange rate band regime launched by the BCRA on April 11, 2025, under which the peso has initially been allowed to fluctuate within a band between approximately ARS 1,000 and ARS 1,400 per US$ 1.00, with periodic adjustments intended to promote orderly market functioning and support monetary policy objectives. Throughout 2025, the official exchange rate remained within and around this band, with the BCRA periodically adjusting the upper and lower limits to reflect market and policy conditions. By late December 2025, the official intervention band ranged between approximately Ps. 916 to Ps. 1,526 per US$ 1.00, reflecting the cumulative adjustments over the year. These developments represent a material shift toward a more flexible exchange rate framework for the peso.
While Argentina recorded a structural current account surplus in 2024 and 2025 and fiscal surpluses during 2024‑2025, there remains uncertainty regarding the sustainability of these trends in the context of potential macroeconomic shocks. The failure to sustain fiscal surpluses and the return to fiscal deficits could increase the level of uncertainty regarding the macroeconomic conditions in Argentina. In particular, it could lead to an increase in the inflation index, devaluation of the peso with respect to foreign currencies and a subsequent crisis in the balance of payments, greater local vulnerability to the international credit crisis or geopolitical shocks, rising rates of interest, erratic monetary policies, reduction in real wages and, as a consequence, in private consumption and reduction in growth rates. This level of uncertainty, over which we have no control, can affect our financial condition or the results of operations.
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If a balance of payments crisis were to occur, a large depreciation of the peso against the U.S. dollar could adversely affect our ability to meet our foreign currency obligations. Furthermore, the negative effect such a crisis could have on the growth rates of the Argentine economy and its consumption patterns could have a material adverse effect on our business, financial condition and result of operations.
The Argentine government’s ability to obtain financing from international markets may be limited, which may negatively impact our financial condition and our ability to grow.
Argentina’s sovereign default in 2001 limited its ability to access international financing. Through exchange offers conducted between 2005 and 2010, Argentina restructured over 92% of the sovereign defaulted debt. However, holdout holders declined to participate in the restructuring commenced litigation against Argentina. The Argentine government settled US$9.2 billion outstanding principal amount of the untendered debt held by some of these holdout holders in April 2016 with the proceeds from a US$16.5 billion international bonds offering. Although the size of the outstanding claims has decreased significantly, as of the date of this annual report, litigation initiated by bondholders that have not accepted Argentina’s settlement offer continues in several jurisdictions. However, after the settlement with the holdouts and offering Argentina regained access to the international capital markets.
Additionally, foreign shareholders of several Argentine companies have filed claims before the International Center for Settlement of Investment Disputes or the ICSID alleging that the emergency measures adopted by the Argentine government since the crisis in 2001 and 2002 differ from the just and equal treatment standards set forth in several bilateral investment treaties to which Argentina is a party. The ICSID has ruled against Argentina with respect to many of these claims.
Moreover, Argentina's ability to obtain financing from international capital markets has historically been subject to various limitations and challenges, as evidenced in past years, where the need to resort to international organizations has been recurring. In 2018, the IMF´s executive board approved the Stand-By Agreement with the Argentina government, which involved the disbursement of US$ 44 billion. On January 28, 2022, the IMF and the Argentine Government reached an understanding to restructure the current debt with the IMF though an Extended Fund Facility Arrangement which was approved by the IMF’s executive board on March 3, 2022, and approved by the Argentine Congress on March 17, 2022. Ultimately, the Extended Fund Facility Arrangement was approved definitely by the IMF´s executive board on March 25, 2022. The Extended Fund Facility Arrangement sought to continue creating the necessary stability conditions to address existing structural challenges and to strengthen the foundations for sustainable and inclusive growth.
On August 4, 2023, through the Decree 404/2023 a loan agreement between Argentina and Qatar for 580,000,000 Special Drawing Rights was approved in an attempt to pay interest on the debt contracted with the IMF. In this regard, the Argentine government announced the cancellation of US$ 1,411 million within the framework of the agreement. Moreover, on August 23, 2023, former Economy Minister, Sergio Massa, announced agreements with the World Bank and the Inter-American Development Bank that determined that these entities would provide Argentina with total financing of US$ 1,310 million.
Furthermore, through the press release of February 1, 2024, IMF’s Executive Board announced the conclusion of the seventh review of the agreement with Argentina. This decision grants the country access to an immediate disbursement of approximately USS 4.7 billion, which placed the total disbursements under the agreement at around USS 40.6 billion so far.
On the other hand, in the press release dated May 13, 2024, the IMF announced that the IMF Executive Board and Argentine authorities reached an agreement on the eighth review under the agreement with Argentina. As a result, the Board's decision allowed an immediate disbursement of approximately US$ 800 million (or SDR 600 million), bringing the total disbursements under the agreement to approximately US$ 41.4 billion.
In January 2025, the IMF Executive Board evaluated Argentina's exceptional access to financing under the 2022 Extended Fund Facility. Although the program did not meet its initial objectives, it allowed for the rescheduling of payments. The program's gradual approach was insufficient to address the economic challenges; however, the measures implemented by the Milei administration contributed to stabilization. In this context, the Milei administration renegotiated new targets and, in 2024, met all the established parameters, except for the accumulation of net reserves.
On March 19, 2025, the Argentine Congress validated the presidential decree authorizing the execution of a new debt refinancing agreement with the IMF. On April 8, 2025, the IMF reached a technical agreement with the Argentine
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government for a new US$ 20 billion extended facility over 48 months, subject to quarterly target reviews and a repayment term of 10 years. This agreement was approved by the IMF Executive Board on April 11, 2025, authorizing disbursements for up to US$ 15 billion in 2025, which were available for use without specific restrictions, providing Argentina flexibility in addressing its financial needs. This arrangement was intended to support Argentina's stabilization agenda, strengthen external sustainability and facilitate progress toward a more durable re-access to international capital markets. Following the renegotiated agreement, the first disbursement of US$ 12 billion was made on 15 April 2025, bringing Argentina’s international reserves to US$36,799 million. Subsequently, after the initial disbursement, the IMF completed the first review of the 48-month Extended Fund Facility in July 2025, enabling an additional disbursement of approximately US$ 2 billion under the program.
The Argentine government has also secured additional support from multilateral institutions. For example, in April 2025, the World Bank approved approximately US$ 1.5 billion in financing to support Argentina's reform agenda, as part of a broader potential financing package that includes additional commitments from the World Bank Group and the Inter-American Development Bank intended to support policy measures, productivity and investment.
Moreover, the BCRA executed and expanded its international Repurchase Agreement (Repo) with global banks during 2025. Following the initial Repo facility executed in January 2025, the BCRA conducted a subsequent Repo transaction in June 2025 for approximately US$ 2 billion with seven international banks as part of its efforts to strengthen gross international reserves. Subsequently, in January 2026, the BCRA closed a further Repo arrangement for US$ 3 billion with six international financing institutions, demonstrating continued access to market-based financing and reinforcing the central bank's liquidity and reserve position.
The BCRA also agreed with the People’s Bank of China (PBOC) to extend the active tranche of the bilateral currency swap line for CNY 35,000 million (equivalent to US$ 5 billion) for an additional 12-month term through mid-2026, helping support the management of external liquidity. The activation of this tranche, which started in 2023 and was gradually reduced from June 2025, will remain fully available to the BCRA until mid-2026, allowing the BCRA to reduce risks in its transition towards a sound and sustainable monetary and exchange rate regime in a challenging international context for foreign capital flows.
In any case, lack of access to international or domestic financial markets or increase in the costs of such financing could affect the projected capital expenditures for our operations in Argentina, which, in turn, may have an adverse effect on our financial condition or the results of our operations. For more information regarding Argentina’s financings, including the aggregate of US$ 23.5 billion loans disbursed in connection with the Staff-Level Agreement, see “—Investing in a developing economy such as Argentina entails certain inherent risks.”
Government intervention may adversely affect the Argentine economy, Argentine companies and, as a result, our business and results of operations.
During recent years, the federal government has exercised substantial control over the Argentine economy.
In December 2019, Alberto Fernández assumed the presidency of Argentina and implemented several measures that increased state intervention, such as: i) the Social Solidarity Law; ii) the Price Control Program; iii) the Public Debt Sustainability Law under Foreign Law; iv) the Shelving Law; and v) Decree No. 690/2020, which regulated the tariffs of certain services. In this same regard, on September 1, 2019, strict exchange controls and restrictions were reinstated, limiting access to the Foreign Exchange Market for purchases and transfers of foreign currency outside Argentina.
The Argentine Executive Branch issued the Decree No. 332/2022 which established a progressive reduction of state´s aid in relation to the payment of electric and natural gas services. This reduction depends on the income of the consumer. Under this system, higher income consumers will be paying their tariffs with no state aid in the future, whereas vulnerable and low-income consumers will still receive state aid.
The National Telecommunications Agency issued Resolution No. 1754/2022, which established a maximum fee increase for mobile services, as well as use of internet value added services, subscription radio broadcasting services and subscription broadcasting services through satellite by certain licensees.
Interventions by the Argentine government similar to those described above can have an adverse impact on the level of foreign investment in Argentina, the access of Argentine companies to the international capital markets and
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Argentina’s commercial and diplomatic relations with other countries and, consequently, could adversely affect our business, financial condition and results of operations.
As of the date of this annual report, the potential for the current administration to introduce further price control measures on our products remains uncertain. Should such measures be enacted, their impact on our operations and financial results cannot be predicted. Government actions like expropriations and interventions, as previously described, could harm foreign investment levels, limit access to international capital markets for Argentine companies, and strain Argentina's commercial and diplomatic relationships. These outcomes could negatively affect our business, financial health, and operational results.
Conversely, the Milei Administration is steering towards reducing government intervention through deregulation efforts aimed at alleviating the economic and social crisis. However, it is not possible to predict the level of success of such efforts and measures and their impact in our operations and financial performance.
The Argentine economy could be adversely affected by economic developments in other markets and by more general “contagion” effects.
Weak, flat or negative economic growth in any of Argentina’s major trading partners, such as Brazil, could adversely affect Argentina’s balance of payments and, consequently, economic growth.
The Argentine economy may also be affected by conditions in developed economies, such as the United States, that are significant trading partners of Argentina or have influence over world economic cycles and over short-term evolution of commodity prices. If interest rates increase significantly in developed economies, including the United States, Argentina and its developing economy trading partners, such as Brazil, could find it more difficult and expensive to borrow capital and refinance existing debt, which could adversely affect economic growth in those countries. Decreased growth from Argentina’s trading partners could also have a material adverse effect on the markets for Argentina’s exports and, in turn, adversely affect economic growth. Any of these potential risks to the Argentine economy could have a material adverse effect on our business, financial condition and result of operations.
The economy of Brazil, Argentina’s largest export market and the principal source of imports, experimented heightened negative pressure due to the uncertainties stemming from ongoing political crisis. After the economic crisis of 2015 and 2016, the Brazilian economy is slowly recovering. The real growth per capita has recovered 10% in 2021, but is still 15% down from 2019 figures. As of December 31, 2022, the unemployment rate was 8.3%, as compared to 11.9% at the end of 2021. As of December 31, 2024, the unemployment rate is 6.2% as compared to 7.4% at the end of 2023. On January 1, 2022, Lula da Silva assumed office as a left-wing politician. While the impact of Brazil’s downturn on Argentina cannot be predicted, we cannot exclude the possibility that the Brazilian political and economic crisis could have a further negative impact on the Argentine economy.
During 2025, the economy of Brazil showed some progress but with slowing momentum and important policy challenges. According to official and institutional projections, Brazil’s central bank maintained relatively high benchmark interest rates (around 15%) throughout the year, with inflation gradually moderating toward single-digit levels, while the labor market remained tight by historic standards and unemployment stayed near multi-year lows. However, recent indicators pointed to a loss of momentum in activity in the second half of 2025, including weak industrial output and subdued services growth, suggesting a more moderate pace of expansion for the full year compared with earlier quarters.
Notwithstanding the foregoing, a new devaluation of the Brazilian real similar to the one that occurred in 2024 (which, from the beginning of 2024 until January 2025, reached nearly 20%) could result in a decline in Argentine exports and a loss of competitiveness, along with an increase in imports, as Brazilian goods would become more price-competitive in international markets. This could potentially adversely affect the growth of the Argentine economy and its financial position.
International political events and commodity price volatility could adversely affect Argentina’s economy
Changes in social, political, regulatory, and economic conditions in the United States, particularly concerning trade policies, could create uncertainty in international markets and negatively impact emerging market economies, including the Argentine economy. This could, in turn, have a negative impact on our business, results of operations, and financial condition.
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On November 5, 2024, Donald Trump was elected President of the United States. Since taking office on January 20, 2025, his administration has enacted significant trade tariffs affecting global markets. Notably, a 104% levy on Chinese imports following increased retaliatory actions by China. These tariffs were escalated from previous rates due to diplomatic tensions and are expected to rise the average tariff on Chinese exports to the U.S. to nearly 125%. Meanwhile, other countries, including the European Union, face new tariff rates ranging from 11% to 50%. These measures contribute to market instability and may disrupt trade flows to Argentina, impacting import costs and the broader economy. These actions, along with potential further retaliatory measures from China—such as tariffs on U.S. agricultural products and restrictions on market access—threaten global trade stability and could disrupt economic conditions, impacting Argentina through altered trade flows and increased costs for imported goods crucial to various sectors, including ours.
Meanwhile, the long-standing geopolitical tensions have not abated. On February 24, 2022, Russian military forces launched a major assault against Ukraine, which led to a conflict that is ongoing as of the date of this annual report. Trade disruptions caused during 2022 and 2023 by the conflict and economic sanctions caused instability and increases in the prices of energy which affected the costs of our products. Despite the fact that during 2024 the energy market normalized, we cannot estimate the future impact on our operations that the continuation of this conflict may cause. Throughout 2025 and into 2026, the protracted nature of this conflict, combined with shifting sanctions regimes, has maintained volatility in global energy and fertilizer markets, directly impacting our operational costs and the logistics of our supply chain.
The October 7, 2023, assault by Hamas on Israel further exacerbated geopolitical instabilities, culminating in Prime Minister Netanyahu's declaration of war and a full blockade on Gaza. Even though a ceasefire was reached on January 19, 2025, between Israel and Hamas, allowing a temporary reduction of the intensity of hostilities and the entry of humanitarian aid, the region remained politically fragile throughout 2025, with sporadic incidents and heightened regional tensions. The withdrawal from the Netzarim Corridor and U.S. President Trump’s plan for Gaza underline ongoing tensions.
In late February and March 2026, a major international conflict erupted after the United States and Israel launched large-scale airstrikes against Iran, targeting military, government, and nuclear-related infrastructure and killing Iran’s Supreme Leader, Ayatollah Ali Khamenei. Iran responded with widespread missile and drone attacks against Israel, U.S. bases, and several Gulf countries, drawing in regional actors and disrupting airspace, energy infrastructure, and civilian life across the Middle East, while the fighting caused significant casualties, displacement, market volatility, and intense international diplomatic efforts aimed at preventing further escalation into a broader war. These developments have increased uncertainty in international markets, disrupted energy markets and maritime trade routes, and could contribute to volatility in global financial conditions, potentially affecting emerging economies such as Argentina.
As of April 2026, while diplomatic efforts are ongoing, the conflict continues to cause severe disruptions to global energy markets and key maritime trade routes, including the Red Sea and the Strait of Hormuz. These events have led to sustained volatility in commodity prices and a "risk-off" sentiment in global financial markets. For emerging economies like Argentina, these developments may result in increased financing costs, fluctuations in energy import prices, and general instability in international trade, all of which could adversely affect our financial condition and results of operations.
Argentina is highly dependent on the export of certain commodities, such as soy, which has made the Argentine economy more vulnerable to fluctuations in the commodities prices. If international commodity prices decline, the Argentine economy could be adversely affected. In addition, adverse weather conditions can affect the production of commodities by the agricultural sector, which account for a significant portion of Argentina’s export revenues. During 2025, although the agricultural sector recovered from previous droughts, commodity price fluctuations—driven by the aforementioned geopolitical tensions and changes in Chinese demand—remained a critical vulnerability for Argentina’s foreign exchange reserves.
All these circumstances could have a negative impact on the levels of government revenues, available foreign exchange and the government’s ability to manage its sovereign debt, and could either generate recessionary or inflationary pressures, depending on the government’s reaction. Either of these results would adversely impact Argentina’s economic growth and, therefore, our financial condition and results of operations.
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The Argentine banking system may be subject to instability, which may affect our operations.
The Argentine banking system has experienced several crises in the past, and even collapsed in 2001 and 2002. In recent years, the Argentine financial system grew significantly with a marked increase in loans and private deposits, showing a recovery of the credit activity. Such recovery has been severely impacted by the COVID-19 pandemic. Although the financial system’s deposits continue to grow in nominal terms, these deposits are mostly short-term and the sources of medium and long-term funding for financial institutions are currently limited, despite some improvement in market conditions during 2025.
During 2024, the financial system accrued earnings and maintained high soundness indicators, reinforcing its resilience against potential risks. The provision of payment services continued to grow along the year. Moreover, throughout the year, the stock of financing in pesos to the private sector regained momentum and accumulated an increase of 49.4% year-on-year in real terms, across all groups of financial institutions. The stock of credit in foreign currency to the private sector increased 16.8% in the last month of the year (in original currency), tripling in year-on-year terms. Additionally, the broad liquidity of the financial system in pesos represented 35.9% of pesos deposits at the end of the year, while the corresponding ratio for the U.S. Dollars segment stood at 72%. Both in monthly and year-on-year comparisons, these ratios decreased as a result of the sustained increase in credit to the private sector. When considering all sectors and currencies, the real balance of total deposits slightly decreased in December (0.4% real), remaining unchanged in a year-over-year comparison.
In 2024, fixed-term deposits in pesos from the private sector, as well as means of payment, have shown a decelerated decline due to the drop in inflation as well as in the interest rates. Fixed-term placements have experienced a monthly increase of 3.3% at constant prices as of December 2024.
Subsequently, during 2025, the banking system operated within a context of macroeconomic transition, including disinflation, high real interest rates for part of the year and gradual adjustments to monetary and exchange rate policies. While banks generally maintained adequate levels of capitalization and liquidity under regulatory requirements, lending activity remained influenced by macroeconomic conditions, regulatory changes and the pace of normalization of financial markets. Credit to the private sector showed gradual recovery in real terms compared to prior years, although from historically low levels, and foreign currency lending continued to be concentrated in borrowers with export revenues or natural hedges. Deposit levels remained relatively stable in real terms during 2025, supported by the deceleration of inflation and greater monetary stability compared to previous years. However, the maturity structure of deposits continues to be predominantly short-term, which may limit the capacity of financial institutions to expand long-term lending.
Financial institutions are subject to significant regulation from multiple regulatory authorities, all of whom may, among other things, establish limits on commissions and impose sanctions on financial institutions. During 2025, the regulatory framework evolved as part of the broader macroeconomic stabilization process, including adjustments to monetary instruments and gradual easing of certain foreign exchange restrictions. Nevertheless, regulatory changes—particularly in a context of structural economic reform—may continue to generate uncertainty for financial institutions and market participants.
A new crisis or the consequent instability of one or more of the larger banks, public or private, could have a material adverse effect on the prospects for economic growth and political stability in Argentina, resulting in a loss of consumer confidence, lower disposable income and fewer financing alternatives for consumers. These conditions would have a material adverse effect on us by resulting in lower sales of products and the possibility of a higher level of uncollectible accounts or increase the credit risk of the counterparties regarding our investments in local financial institutions.
Exchange controls and restrictions on transfers abroad and capital inflows have limited, and could continue limiting, the availability of international credit. The continued limitation of international credit could have a material adverse impact on our financial condition, results of operations and cash flows.
Foreign Exchange Controls Affecting Imports of Goods and Services could adversely affect our business.
Argentine companies currently have access to the foreign exchange market to acquire foreign currency to make payments abroad, provided that certain requirements are met.
As from April 14, 2025, access to the official foreign exchange market for the payment of new imports of goods has generally been permitted as from the date of customs clearance, subject to compliance with applicable regulations and reporting requirements. However, although certain restrictions affecting access to the foreign exchange
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market were eased during 2025 as part of the government’s economic reform program, Argentina continues to operate under a regulated foreign exchange regime.
We cannot assure you that additional limitations on access to foreign currency for the payment of imports of goods and services to Argentina will not be reestablished or tightened in the future. In this sense, we are unable to estimate the economic and financial impact for our business, or the possibility of other economic effects on the stock market, foreign exchange rates and otherwise. Any such negative impact could result in a material adverse effect on our business, liquidity, financial conditions and results of operations, as well as our ability to achieve our previously disclosed expectations for future years.
Disruption or volatility in global financial and credit markets could have a material adverse effect on us.
The global financial and credit markets have experienced, extreme volatility and disruptions, including severely diminished liquidity and credit availability, rising interest and inflation rates, declines in consumer confidence, decreases in economic growth, increases in unemployment rates, and uncertainty about economic stability. Such volatility and uncertainty have increased the cost of funding for Argentine and international issuers and borrowers.
Recent events have created bank-specific and broader financial institution liquidity risks and concerns. Uncertainty remains regarding liquidity concerns in the financial services industry and potential impacts on the broader global economy. Our business, partners, and the industry as a whole may be adversely impacted in ways that are currently unpredictable. If banks and financial institutions face insolvency or significant financial challenges in the future, based on systemic conditions affecting the banking system and financial markets, our access to existing cash, cash equivalents, and investments may be threatened, possibly causing a material adverse effect on our business and financial condition.
Moreover, if any of our customers, suppliers or other parties with whom we conduct business are unable to access funds, their ability to meet obligations to us or engage in new commercial arrangements requiring further payments or funding could be adversely affected. Investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, making it more difficult for us to acquire financing on acceptable terms or at all. Any material decline in available funding could have a material adverse effect on us.
Risks Relating to Our Former Indirect Controlling Shareholder
Adverse events involving our former indirect controlling shareholder and its affiliates, including developments relating to the "Operation Car Wash" ("Operação Lava Jato") investigation in Brazil, may adversely affect our reputation and the trading price of our ordinary shares and ADSs.
Mover Participações S.A. ("Mover", formerly Camargo Corrêa S.A.) was our indirect controlling shareholder. Construções e Comércio Camargo Corrêa S.A. ("CCC"), a construction and engineering subsidiary of Mover, and certain of its former senior management and employees have been the subjects of the Brazilian Federal Police investigation referred to as "Operation Car Wash" ("Operação Lava Jato"), which is an investigation into widespread allegations of corruption.
Although we are not a party to Operação Lava Jato, and although Mover and its affiliates are no longer either directly or through affiliates part of our ownership chain, we cannot assure you that investors, customers, suppliers, business partners, regulators or other stakeholders will distinguish between us and our former affiliates, or that additional adverse developments involving Mover, CCC, or other former affiliates, including us, will not result in reputational harm to us by association. Any renewed focus, adverse developments, findings, settlements, penalties, civil claims, criminal proceedings, compliance failures, sanctions, or other negative publicity involving Mover, CCC or other former affiliates could adversely affect the perception of our Company and could have a material adverse effect on the trading price and liquidity of our ordinary shares and ADSs.
See ‘Item 7.A. Major Shareholders — Significant Changes in Percentage Ownership’.
The development of the judicial reorganization process of our indirect controlling shareholder, including a potential marketing process of our Company, may have an adverse effect on our business, financial condition or results of operations and/or the market price of our ordinary shares or ADSs.
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InterCement Participações S.A., our indirect controlling shareholder, underwent a judicial reorganization process in Brazil, filed on December 3, 2024, following the inability to reach a comprehensive agreement with creditors through its previous out-of-court restructuring efforts. The judicial reorganization process was intended to legally protect and facilitate the restructuring of our indirect controlling shareholder's financial obligations.
The judicial reorganization plan presented by InterCement Participações S.A. was approved by creditors on October 6, 2025, and confirmed by the bankruptcy court on December 12, 2025. The judicial reorganization plan provided for, among other things, the capitalization of impaired financial claims on InterCement Participações S.A. As publicly disclosed, on April 6, 2026, we were informed that in accordance with the judicial reorganization plan, an extraordinary shareholders’ meeting of InterCement Participações S.A. approved, among other matters, a capital increase in the amount of R$ 2,816,275,313.89 and the consequent issuance of 1,286,045,664 new shares, which were subscribed by certain creditors of InterCement Participações S.A. who elected to receive shares as a form of payment, and the redemption of all shares owned by Mover. Accordingly, while InterCement Trading e Inversiones Argentina, S.L. remains our direct controlling shareholder and continues to hold the same stake, the indirect ownership of our indirect controlling shareholder has changed. One shareholder of InterCement Participações S.A. holds approximately 38.7%, a second one holds approximately 26.7%, and a third one holds approximately 24.0%, and they have stated that there is no shareholders’ agreement or other agreement among them regarding the corporate governance of such entity or any of its subsidiaries, whether direct or indirect, including the Company. See “ — The share ownership position of our principal shareholders may limit your ability to influence corporate matters, and changes in the indirect ownership of our controlling shareholder may create additional uncertainty regarding how control is exercised over us”, and ‘Item 7.A. Major Shareholders — Significant Changes in Percentage Ownership’.
In addition, under the terms of the judicial reorganization plan, Loma Negra may be subject to a marketing process (the "Loma Negra Sale Procedure") for the private sale of all or part of the equity interest indirectly held in us by InterCement Participações S.A., which may involve multiple transactions with multiple counterparties. Following judicial confirmation of the plan, the debtors under the judicial reorganization may initiate the Loma Negra Sale Procedure. Until September 30, 2028, the board of directors of InterCement Participações S.A. would be responsible for conducting the Loma Negra Sale Procedure in accordance with prevailing market best practices.
The judicial reorganization plan also grants Marcos Marcelo Mindlin by himself or through any of his affiliates a right of first offer in connection with the Loma Negra Sale Procedure if it is carried out. Net proceeds from the sale of Loma Negra are subject to a payment waterfall pursuant to the plan. If, prior to September 30, 2028, no Loma Negra Sale Procedure occurs, the creditors may be consulted regarding alternative mechanisms for the sale and/or conversion of their debt into shares of Loma Negra.
The implementation of the Loma Negra Sale Procedure, and the uncertainty surrounding its ultimate outcome, timing and structure, could increase uncertainty regarding our ownership structure, potentially result in a change of control and create significant volatility in the trading price of our ordinary shares and ADSs. Any sale of our shares by InterCement Participações S.A. or its successors could also result in new controlling shareholders whose strategic priorities may differ from those of the current or prior ownership, which could have a material adverse effect on our business, financial condition or results of operations.
Risks Relating to Our Business and Industry
The cyclical nature of the cement industry may lead to decreases in our revenues and profit margin.
The cement industry is inherently cyclical and sensitive to changes in supply and demand that are, in turn, affected by political and economic conditions in Argentina and elsewhere. This cyclicality may decrease our profit margin. In particular:
•downturns in general business and economic activity may cause demand for our products to decline, adversely impacting our sales volume;
•when demand falls, we may be under competitive pressure to lower our prices to maintain market share, which could diminish our profit margins; and
•if we decide to expand our plants or construct new plants, we may do so based on an estimate of future demand that may never materialize or may materialize at levels lower than we predicted. Should actual demand fall short of our estimates, we may encounter excess capacity and underutilization of our assets.
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Moreover, the prices we are able to obtain for cement depend in large part on prevailing market prices. Cement is subject to price fluctuations resulting from production capacity, inventories, the availability of substitutes and other factors relating to the market such as the level of activity in residential construction markets, and, in some cases, government intervention. If the price of cement were to decline significantly from current levels, it could have a material adverse effect on us and our profit margin.
We are subject to the possible entry of domestic or international competitors into our market, which could decrease our market share and profitability.
The cement market in Argentina is competitive and is currently served by four principal groups of companies which together supply substantially all of the cement consumed in the country. In the cement industry, the location of a production plant tends to limit the market that a plant can serve because transportation costs are high, reducing profit margins. Historically, we have been a relevant player with presence across all regions in the country. However, competition could intensify if other players decide to try to enter our market.
We may face increased competition from the other cement manufacturers. Even though the industry has installed capacity surplus, current competitors may decide to increase their installed capacity.
We also face the possibility of competition in Argentina from the entry into our market of imported clinker, cement or other materials (such as slag) or products from foreign manufacturers, which may have significantly greater financial resources than us. The enactment of regulations on the import of cement may increase the existence of potential foreign competitors in our market.
We may not be able to maintain our market share if we cannot match our competitor’s prices or keep pace with the development of new products. If any of these events were to occur, our business, financial condition and results of operations could be adversely affected.
A reduction in private or public construction projects in Argentina could have an adverse effect on our business, financial condition and results of operations.
Cement consumption is highly correlated to construction levels. Demand for our cement products depends, in large part, on residential and commercial construction and infrastructure developments. Residential and commercial construction, in turn, is cyclical and highly correlated to prevailing macroeconomic factors, including general economic conditions, changes in interest rates, demographic and population shifts, levels of infrastructure spending, and other factors beyond our control. As a result, decline in economic conditions would reduce household disposable income, reduce residential construction and potentially delay infrastructure projects, which would lead to a decrease in demand for cement. As a result, a deterioration in the economic conditions would have a material adverse effect on our financial performance. We cannot assure you that Argentina’s GDP will grow or that the share of Argentina’s GDP dedicated to construction and the infrastructure sectors, will maintain current levels or increase.
Significant interruptions or delays in, or the termination of, private or public construction projects may adversely affect our business, financial condition and results of operations. Private and public construction levels in our market depend on investments in the region which, in turn, are affected by economic conditions.
Among the measures aimed at eliminating Argentina’s deficit, the Milei administration determined to stop financing public works. According to the monthly report of the Portland Cement Manufacturers Association, in the first quarter of 2025, dispatches increased by 11.0% compared to the same period of the previous year. In the second quarter of 2025, they increased by 14.1%, in the third quarter of 2025, they decreased by 0.9%, and in the fourth quarter of 2025 they increased by 0.6%. During the first quarter of 2026 cement dispatches decreased approximately by 0.4% compared to the same period of 2025. According to INDEC, the surface authorized by building permits decreased by 6.2% in December 2025 compared to the same month in 2024, and formal employment on the sector decreased by 0.3%.
If the downturn in the sector continues, the company could be adversely affected in its business, finances and daily operations.
Changes in the cost or availability of raw materials supplied by third parties may adversely affect our business, financial condition and results of operations.
We use certain raw materials in the production of cement, such as gypsum, slag, iron ore, steel slabs, clay, sand and pozzolana that we obtain from third parties. Our cost of raw materials supplied by third parties as a percentage of
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our total cost of sales was 12%, 19% and 18% in 2025, 2024 and 2023, respectively. Should existing suppliers cease operations or reduce or eliminate production of these by-products, sourcing costs for these materials could increase significantly or require us to find alternative sources for these materials, which could have a material adverse effect on our business, financial condition, results of operations and prospects.
Energy accounts for a significant portion of our total cost of sales, and higher energy prices or governmental regulations that restrict energy available for our operation could materially adversely affect our operations and financial condition.
We consume substantial amounts of energy in our cement production processes and currently rely on third-party suppliers for a significant portion of our total energy needs. During the year ended December 31, 2025, thermal energy cost and electricity cost represented approximately 11% and 8% of our total cost of sales, respectively, and in 2024 and 2023, thermal energy cost and electricity cost represented approximately 13% and 8% and 16% and 8% of our total cost of sales, respectively. Our results of operations may be adversely affected by higher costs of electricity or unavailability or shortages of electricity, or an interruption in energy supplies. For more information, see "Item 5.A. Operating and Financial Review and Prospects—Operating Results."
Electricity shortages have occurred in Argentina in the past and could occur again in the future, and there can be no assurance that power generation capacity will grow sufficiently to meet our demand. In recent years, the condition of the Argentine electricity market has provided little incentive to generators to further invest in increasing their generation capacity, which would require material long-term financial commitments. As a result, Argentine electricity generators are currently operating at near full capacity and could be required to ration supply in order to meet a national energy demand that exceeds the current generation capacity.
In addition, the 2001 economic crisis and the resulting emergency measures had a material adverse effect on other energy sectors, including oil and gas companies, which led to a significant reduction in natural gas supplies to generation companies that use this commodity in their generation activities. In an attempt to address this situation, in January 2016, the Argentine Government unified and increased wholesale energy prices for all consumption in Argentina.
As a result of this and other measures implemented by the Argentine government, investments have been made in conventional and renewable energy, moderately increasing the installed capacity during the last years. This increase in capacity has occurred both in thermal and renewable energy (wind and solar), the latter being enhanced by the renewable energy tenders, reaching 13% of the Argentine generation matrix in 2021. The demand supplied by renewable energies increased to 13.9% in 2022, to 14.3% in 2023, to 16.3% in 2024 and to 18.8% as of November 2025. In this way, the renewable energies sector continues to advance towards the goal of reaching 20% electricity supply from renewable sources by 2025, as established by Law No. 27,191.
In 2025, new renewable projects started operating, incorporating 705 MW into Argentina’s electrical system and contributing a total of 7,436 to the energy matrix. Additionally, in 2025 a proposed bill was introduced to extend Law 27,191 until 2045, with the aim of consolidating investments, attracting private financing, and continuing to promote the energy transition in Argentina.
On December 18, 2023, the Executive Branch published the Decree of Necessity and Urgency 55/2023 (DNU 55) in the Official Gazette, declaring that the national energy sector would be in a state of emergency – with regard to the generation, transportation and distribution of electric power under federal jurisdiction and the transportation and distribution of natural gas – until December, 31, 2024. Later, through Decree No. 1023/2024 the emergency of the national energy sector was extended until July 9, 2025, and further extended until July 9, 2026 by Decree of Necessity and Urgency 370/2025.
Among other matters, DNU 55 launched a tariff review process for electric power and natural gas services that are subject to federal jurisdiction. In this regard, it should be noted that the tariff schedule resulting from the tariff review for the transportation and distribution of natural gas, will be enforced until July 9, 2025. As part of the tariff review, public hearings were held in February 2025. In addition, on April 30, 2025, the Argentine Executive Branch published new tariff schedules applicable to the transportation and distribution of electric power and natural gas services, which will apply from May 1, 2025 to April 30, 2030. This tariff adjustment will be implemented gradually and then applied in 30 monthly consecutive installments.
Regarding energy prices, it should be noted that substantial increases were applied for residential and industrial users in 2024 and 2025 due to withdrawal of energy subsidies and the adjustment of the distribution value, and
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further gradual increases are expected in 2026. Additionally, the ongoing construction of the second stage for the Gasoducto Néstor Kirchner (Néstor Kirchner Gas Pipeline) could alter the current status of the Argentine energy industry, particularly affecting the energy prices in ways that we are currently unable to predict.
In this context, on December 29, 2025, the Argentine Executive Branch issued Decree 921/2025, which aims to overcome shortage of electricity and enhance infrastructure to address growing demand. Decree 921 establishes that the expansion works of the Argentine interconnection system—classified as a priority by Resolution 715/2025 of the Ministry of Economy—will be carried out by the private sector through National and International Public Tenders, under the terms of Law 17,520 on Public Works Concessions. It is estimated that the tender process for these expansion works will be carried out during the first half of 2026.
Electricity generators may still not be able to guarantee the supply of electricity to distribution companies, which, in turn, could prevent these companies from experiencing continued growth in their businesses and could lead to failures to provide electricity to customers; and we may not have access to the gas necessary to maintain our cement production processes. Shortages and government efforts to respond to or prevent shortages may materially adversely impact the cost and supply of energy for our operations, which could materially adversely affect our operations and financial condition.
Moreover, all of the locomotives we operate for our railroad segment are diesel-powered, and our fuel expenses are significant. If increases in fuel prices cannot be passed on to our customers through our tariffs, our operating margins could be materially and adversely affected. Fuel prices have historically been volatile and may continue to be volatile in the future. Fuel prices are subject to a variety of factors that are beyond our control, including, but not limited to, consumer demand for, and the supply of, oil, processing, gathering and transportation availability, price and availability of alternative fuel sources, weather conditions, natural disasters and political conditions.
Public health threats or outbreaks of communicable diseases have had and may have an adverse effect on our operations and financial results
We cannot ensure that there may not be any future public health threats and/or outbreaks of communicable diseases. In this sense, we are unable to estimate the economic and financial impact for our business, or the possibility of other economic effects on the stock market, foreign exchange rates and otherwise. Any such negative impact could result in a material adverse effect on our business, liquidity, financial conditions and results of operations as well as our ability to achieve our previously disclosed expectations for future years.
We may be materially adversely affected if our transportation, storage and distribution operations are interrupted or are more costly than anticipated.
Our operations are dependent upon the uninterrupted operation of transportation, storage and distribution of our cement products. Transportation, storage or distribution of our cement products could be partially or completely shut down, temporarily or permanently, as the result of any number of circumstances that are not within our control, such as:
•disasters or catastrophic events;
•extreme weather conditions;
•hostilities or political uncertainty;
•strikes or other labor difficulties;
•acts of terrorism;
•widespread illnesses or epidemics;
•other disruptions in means of transportation;
•higher logistics costs due to lack of availability of means of transport, greater bargaining power of logistics providers and/or significant increases in the cost of labor; and
•potential impacts of the termination of the railway concession granted to Ferrosur Roca S.A. or of the eventual terms and conditions established for its continuation as a railway operator in the new operational modality that the National Government could implement. Please see “Item 3.D. The early termination of our railway concession may have a material adverse effect on our business".
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In addition, we rely on third-party services providers for the transportation of our products to our customers. Our ability to service our customers at reasonable costs depends, in many cases, upon our ability to negotiate reasonable terms with carriers, including trucking companies. To the extent that third-party carriers were to increase their rates, we may be forced to pay these higher rates before we are able to pass such increases onto our customers, if at all.
Any significant interruption at these facilities or an inability to transport our products to or from these facilities or to or from our customers for any reason would materially adversely affect us.
Our business strategies require substantial capital and long-term investments, which we may be unable to fund competitively.
To continue expanding our cement production capacity and distribution network, our business strategies require substantial capital investments, which we may finance through additional debt and/or equity financing. However, adequate financing may not be available or, if available, may not be available on satisfactory terms, including as a result of adverse macroeconomic conditions. We may be unable to obtain sufficient additional capital in the future to fund our capital requirements and our business strategy at acceptable costs. If we are unable to access additional capital on terms that are acceptable to us, we may not be able to fully implement our business strategy, which may limit the future growth and development of our business. If our need for capital were to arise due to operating losses, these losses may make it more difficult for us to raise additional capital to fund our expansion projects.
The implementation of our growth strategies depends on certain factors that are beyond our control, including changes in the conditions of the markets in which we operate, actions taken by our competitors and laws and regulations in force in Argentina. The Company's results of operations and financial condition could be adversely affected by unfavorable economic conditions and the Company's eventual inability to access financing to fund its operations in the future. Our failure to successfully implement any part of our strategy may have a material adverse impact on us.
Management’s plans to obtain sufficient funds to settle current liabilities may not be accomplished and hence we may have negative working capital in the near future.
Our board of directors has the ultimate responsibility for liquidity risk management and has established an appropriate framework allowing our management to handle financing requirements for the short-, medium- and long-term.
Weaker economic conditions could adversely affect our business, results of operations and financial condition. In addition, if we are unable to access the capital markets to finance our operations in the future, this could adversely affect our ability to obtain additional capital to grow our business.
We are subject to risks related to litigation and administrative proceedings that could adversely affect our business and financial performance in the event of an unfavorable ruling.
The nature of our business exposes us to litigation relating to product liability claims, labor, health and safety matters, environmental matters, regulatory, tax and administrative proceedings, governmental investigations, tort claims and contract disputes, among other matters. We have been and are subject to antitrust and tax proceedings or investigations including by the Argentine Antitrust Commission, or the CNDC (see “Item 8. Financial Information—Legal Proceedings—Antitrust Proceedings”). Litigation is inherently costly and unpredictable, making it difficult to accurately estimate the outcome of actual or potential litigation. Although we establish provisions as we deem necessary, the amounts that we reserve could vary significantly from any amounts we actually pay due to the inherent uncertainties in the estimation process. We cannot assure you that these or other legal proceedings will not materially affect our ability to conduct our business, or our financial condition or results of operations in the event of an unfavorable ruling.
For instance, in 2018, two investors who claimed to have purchased our ADSs pursuant and/or traceable to our initial public offering, or IPO, commenced two separate putative class actions before U.S. courts on behalf of all persons and/or entities who purchased or otherwise acquired our ADSs pursuant and/or traceable to our prospectus and registration statement issued in connection with the IPO and, in the case of the Federal Class Action (described below), on behalf of all persons and/or entities who purchased our ADSs on the open market between November 2, 2017 and May 23, 2018, inclusive. The Federal Class Action was dismissed in 2020 and the dismissal is final, while the state putative class action was resolved through a settlement that received final court approval in 2024 and became full and final in 2025. The settlement did not include any admission of liability or wrongful conduct by us or the other defendants in the class action,
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and included a release of all claims. See “Item 8.A. Consolidated Statements and Other Financial Information—Legal Proceedings—Securities Complaints Commenced Against Loma Negra under U.S. Jurisdiction.”
We are subject to anti-corruption, anti-bribery, anti-money laundering and antitrust laws and regulations in Argentina and regulations in the United States and our internal policies and procedures might not be sufficient to ensure compliance with such laws and regulations.
The United States Foreign Corrupt Practices Act (FCPA), the Argentine Anti-Money Laundering Law (Ley de Prevención del Lavado de Activos), the Argentine Corporate Criminal Liability Law (Ley de Responsabilidad Penal Empresaria) and other applicable anti-corruption laws prohibit companies and their intermediaries from offering or making improper payments (or giving anything of value) to government officials and/or persons in the private sector for the purpose of influencing them or obtaining or retaining business and require companies to keep accurate books and records and maintain appropriate internal controls. In particular, the Argentine Corporate Criminal Liability Law provides for the criminal liability of corporate entities for criminal offenses against public administration and transnational bribery committed by, among others, its attorneys-in-fact, directors, managers, employees, or representatives. In this sense, a company may be held liable and subject to fines and/or suspension of its activities if such offenses were committed, directly or indirectly, in its name, behalf or interest, the company obtained or may have obtained a benefit therefrom, and the offense resulted from a company’s ineffective control.
Although we have a Compliance Program with internal policies and procedures designed to ensure compliance with applicable laws and regulations, potential violations of anti-corruption laws could be identified on occasion as part of our compliance and internal control processes. In case such issues arise, we plan to attempt to act promptly to learn relevant facts and take any appropriate remedial action to address the risk. Given the size of our operations and the complexity of the production chain, there can be no assurance that our internal policies and procedures will be sufficient to prevent or detect all inappropriate practices, fraud or violations of law by our employees, directors, officers, partners, agents and service providers or that such persons will not take actions in violation of our policies and procedures (or otherwise in violation of the relevant anti-corruption laws and sanctions regulations) for which we or they may be ultimately held responsible.
If we or individuals or entities that are or were related to us are found to be liable for violations of applicable anti-corruption laws (either due to our own acts or our inadvertence, or due to the acts or inadvertence of others), we or other individuals or entities could face civil and criminal penalties or other sanctions, which in turn could have a material adverse impact on our reputation and business. Further, litigation or investigations relating to alleged or suspected violations of anti-corruption laws and sanctions regulations could be costly.
We are also subject to antitrust laws in Argentina.
Climate change and climate change legislation or regulations may adversely affect our business.
The risks that climate change poses through environmental changes and acute, weather-related events continues to attract considerable public and scientific attention in the EU, the United States and other parts of the world. A number of governmental bodies have finalized, proposed, or are contemplating legislative and regulatory changes in response to the potential effects of climate change. For instance, on March 6, 2024, the SEC adopted final rules to require registrants to include extensive climate-related disclosures in registration statements and annual reports. Among other things, the SEC rules mandate disclosures on (i) Climate related risks that are reasonably likely to have a material effect on our business strategy, results of operations or financial condition; (ii) the actual and potential material impacts of identified climate-related risks on our business; (iii) any activities we have undertaken to mitigate or adapt to material climate-related risks; (iv) the extent of oversight and governance by our board of directors over climate-related risks and the role of management in assessing and managing these risks; (v) our processes for identifying, assessing, and managing material climate-related risks; and (vi) a qualitative description of how our financial statement estimates and assumptions have been materially influenced by climate-related risks and uncertainties, severe weather events, or disclosed climate-related targets or transition plans. On April 4, 2024 the SEC voluntarily stayed its climate-related disclosure rules pending completion of the Eighth Circuit Court of Appeal’s review of the rules, the SEC will “continue vigorously defending” the rules in court. However, on March 27, 2025, the SEC voted to end its legal defense of the climate disclosure rules, ending its previous legal posture. Although this action does not formally repeal the rules, it subjects them to the Eighth Circuit Court of Appeal's final decision. On September 12, 2025, the Eighth Circuit ordered the litigation to remain in abeyance until the SEC either reconsiders the rules through notice-and-comment rulemaking or renews its defense. While the SEC’s withdrawal does not formally repeal the rules, they remain subject to the Court's final decision should the SEC choose to
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act. The adoption of these or similar rules in the future may necessitate significant changes in our reporting and operational practices, possibly leading to increased compliance costs and impacting our financial statements.
The cement manufacturing process requires the combustion of large amounts of fuel and creates carbon dioxide as a by-product of the calcination process. Therefore, efforts to address climate change through federal, state, regional, EU and international laws and regulations requiring reductions in greenhouse gases (GHGs) can create economic risks and uncertainties for our business. Such risks could include the cost of purchasing allowances, emissions offsets or credits to meet GHG emission caps, the cost of installing equipment to reduce emissions to comply with GHG limits or required technological standards, decreased profits or losses arising from decreased demand for our goods and higher production costs resulting directly or indirectly from the imposition of legislative or regulatory controls. To the extent that financial markets view climate change and GHG emissions as a financial risk, this could have a material adverse effect on our cost of and access to capital. Given the uncertain nature of the actual or potential statutory and regulatory requirements for GHG emissions at the federal, state, regional, EU and international levels, we cannot predict the impact on our operations or financial condition or make a reasonable estimate of the potential costs to us that may result from such requirements. However, the impact of any such requirements, whether individually or cumulatively, could have a material economic impact on our operations.
Climate change legislation and regulation concerning GHGs if implemented could have a material adverse effect on our financial condition, results of operations and liquidity. Climate change legislation and regulation may also adversely affect energy and electricity costs. There are ongoing international efforts to address GHG emissions. The United Nations and certain international organizations have taken action against activities that may increase the atmospheric concentration of GHGs. Such measures may result in increased costs to us for installation of new controls aimed at reducing GHG emissions, imposition of carbon taxes, purchase of credits or licenses for atmospheric emissions, and monitoring and registration of GHG emissions from our operations. These measures, if adopted in Argentina, could adversely affect our business, financial condition and results of operations. Changes in the investing and financing markets with respect to issuers with significant GHG emissions could also have such adverse effects.
Climate change may include physical effects that may adversely affect our operations, such as disruption in production and supply chain distribution as a result of major storm events and shifts in regional weather patterns and intensities. Production and shipment levels for our businesses correlate with general construction activity, most of which occurs outdoors and, as a result, is affected by erratic weather patterns, seasonal changes, and other unusual or unexpected weather-related conditions, which can significantly affect our businesses.
Environmental, health and safety regulation may adversely affect our business.
The pollutants generated by cement producers are mainly dust and gas emissions from the use of fossil fuels. Our operations often involve the use, handling, disposal and discharge of hazardous materials into the environment and the use of natural resources. Most of our operations are subject to extensive environmental, health and safety regulations.
In Argentina, regulations regarding gas emissions and air quality are enacted at both the national and provincial levels. We are required to obtain permits and licenses from governmental authorities for many aspects of our operations, and we may be required to purchase and install expensive pollution control equipment or to make operational changes to limit the actual or potential environmental, health and safety impacts of our operations to the environment and our employees. The Province of Buenos Aires, where our principal plants are located, requires that all production facilities have an environmental compliance certificate issued by the Ministry of Environment (former Provincial Organism for Sustainable Development), and similar certifications or approvals are required by relevant municipal or provincial authorities in the other jurisdictions in which we operate. As part of these requirements, local environmental authorities ordinarily make information requests to each of our plants relating to their compliance with environmental laws and regulations and, in the ordinary course of our business, we collaborate with such national and provincial environmental authorities in the conduct of their regulatory activities.
We could be subject to administrative and criminal sanctions, including warnings, fines and closure orders for our failure to comply with these environmental regulations, which, among other things, limit or prohibit emissions or spills of toxic substances that we emit in connection with our operations. We also may be required to modify or retrofit our facilities at substantial cost in order to comply with waste disposal and emissions regulations. We are subject to inspection by environmental agencies in the various jurisdictions that we operate, which may impose fines, restrictions on our operations or other sanctions. In addition, we are subject to environmental laws that may require us to incur significant costs to mitigate any damage that a project may cause to the environment, which costs may adversely impact the viability
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or projected profitability of the projects that we intend to implement. Moreover, any damage caused to the environment may oblige our company to pay compensation for damages.
In addition, as a result of possible changes to environmental regulations, the amount and timing of our future environmental compliance expenditures may vary substantially from those we currently anticipate. Certain environmental laws impose liability on us for any and all consequences arising out of exposure to hazardous substances or the generation of environmental damage.
Additionally, the Marrakesh Agreement established by the World Trade Organization (WTO), the Agreement on Technical Barriers to Trade, that recognizes that no country should be prevented from adopting measures necessary to ensure the quality of its exports, national security, protection of human and animal health, environmental protection, preservation of plants, and prevention of misleading practices. In this sense, The International Federation of Building and Wood Workers (IFBWW) - which brings together trade unions from the construction, wood, forestry, and related sectors - has developed a global campaign under the slogan "No more than 25Kg," basing it on the negative impact of manually carrying loads heavier than that weight on workers' health. Convention No. 127 of the International Labour Organization (ILO) contains provisions regarding the maximum weight of loads carried by a worker. These initiatives were locally reflected by the Resolution 54/2018 of the Secretary of Commerce.
We cannot assure you that the costs we incur to comply with existing current and future environmental, health and safety laws, and liabilities that we may incur from past or future releases of, or exposure to, hazardous substances will not materially and adversely affect us.
Compliance with mining regulations or the revocation of our authorizations, licenses and concessions could adversely affect our operations and profitability.
We engage in certain mining operations as part of our cement production processes. These activities depend on authorizations and concessions granted by the Argentine governmental authorities or regulatory agencies. The extraction, mining and mineral processing activities are also subject to applicable laws and regulations, which change from time to time. Although we believe that we are in substantial compliance with applicable laws relating to these activities as well as the terms of our current authorizations and concessions, the effect of any future applicable regulatory changes regarding such matters on our mining activities or mining rights cannot presently be determined. In addition, if our authorizations and licenses are revoked, we may be unable to maintain or improve our cement production levels, which could adversely impact our results of operation and financial condition.
Governmental agencies or other authorities may adopt new laws or regulations that are more stringent than existing laws or regulations or may seek to more stringently interpret or enforce existing laws and regulations that would require us to expend additional funds on environmental or other regulatory compliance or delay or limit our ability to operate as we intend. In addition, these actions could increase the costs associated with the renewal of our existing licenses and permits or the cost of seeking new licenses or permits. We cannot assure you that these additional costs will not be material or that our existing permits will be renewed.
Our railway concession operates in a regulated environment, and measures taken by public authorities may impact our activities.
Our transportation operation take place in a regulated environment. The Argentine federal government has the legal authority to regulate rail activities in the country (by means of the enactment of applicable laws and regulations). Therefore, actions taken by the public administration in general may affect the services rendered by us.
Law No. 27,132 in effect since May 20, 2015, provides for important changes in the regulatory framework of the railway system and empowered Argentina’s federal government to renegotiate and, if necessary, terminate concessions currently in force.
Pursuant to Decree No. 158/2021, published on March 12, 2021, the Federal Government imposed an update mechanism pursuant to which Ferrosur Roca would have to substantially increase the amount of the performance guarantee it had originally posted according to the concession contract (and updated in 2018 voluntarily). Ferrosur Roca has filed an administrative appeal against such Decree before the Argentine Executive Branch not only because the update is considered unreasonable but also because the Federal Government does not have the right to unilaterally modify the concession contract. On November 24, 2023, through Decree No. 601/2023 the appeal filed by Ferrosur Roca was rejected
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by the previous administration. On January 2, 2024 Ferrosur Roca filed a new appeal against such decree. On November 19, 2025, by means of Decree No. 822/2025 Ferrosur Roca’s appeal was rejected and the company was informed that all administrative challenges had been exhausted and that it may appeal the decision before the competent court, until September 10, 2026. Ferrosur Roca is currently working on an appeal.
We cannot be certain of the effects on the terms of our concession or any changes to the current regulatory framework that the competent authorities of the federal government may issue and whether these changes will adversely affect our results of operations.
The early termination of our railway concession may have a material adverse effect on our business.
Argentina’s railway concessions are subject to early termination in certain circumstances, including the competent authorities’ decision to regain control of the service or to terminate the concession for breach of contract. Upon termination of a concession, the leased or operated assets must revert to the federal government. The amount of compensation may not be sufficient to cover all the losses suffered by us as a result of such early termination. In addition, certain creditors may have priority with regard to such compensation. Likewise, upon termination, the competent authority may claim compensation alleging a purported breach of the concession contract.
In addition, Law No. 27,132 (passed in April 2015), inter alia, established that the Argentine Executive Branch must adopt all necessary measures to recover the administration of railway infrastructure, provide for open access to the freight railroad transportation system and empowers the Ministry of Transport to terminate and renegotiate railway concession contracts. It also provided for the creation of a National Registry of Railroad Operators, which was established by Decree No. 1924/2015, within the purview of the National Commission of Transport Regulation (CNRT). The full implementation of the open access scheme entails the re-assumption by the Government of the administration of the railways infrastructure and, once in effect, would represent a significant change to the Argentine railway system. This regulatory change may benefit those sectors which are interested in operating railways in Argentina, as well as those that wish to transport commodities and other products through them.
In November 2018, Decree No. 1027/2018 amended several provisions of Law No. 27,132, allowing for the renegotiation of railway concession contracts and the possibility of extending terms by up to ten years, and regulates concessionaire investments. The decree stipulates that the open-access scheme will be fully implemented once current railway concession agreements, including any extensions, have expired.
On March 8, 2018, Ferrosur Roca applied for a ten-year extension to its concession. By March 20, 2019, the Ministry of Transport indicated that a Special Commission, as established by Decree No. 1027/2018, would oversee the renegotiation process, including analyzing the extension request to facilitate the open-access scheme.
Resolution No. 1112/2018 appointed new Commission members by late 2018, but changes in membership delayed progress. Ferrosur Roca made its extension request conditional on renegotiation of concession terms, to address business impacts.
On November 3, 2020, Ministry of Transport Resolution No. 248/2020 removed the Lobos-Bolívar branch from Ferrosur Roca's concession scope. Ferrosur Roca ratified its representatives and requested negotiation resumption, highlighting its commitment to progression despite setbacks.
Resolution No. 219/2021, issued on March 29, 2021, established CNRT rules for the National Registry of Railroad Operators, granting operational capacity to Ferrosur Roca and other concessionaires. Upon open access implementation, registered operators will provide services irrespective of facility ownership. Registrants must fulfill specific service requirements, adhere to CNRT regulations and laws, and pay fees. Obligations include notifying CNRT of corporate changes and submitting annual financial statements. Performance compliance is monitored through annual CNRT reports.
In accordance with Resolution No. 211/2021, published in the Official Gazette on June 28, 2021, the Ministry of Transport rejected the extension of the term of the concession requested by different companies such as Ferrosur Roca. In that sense, Ferrosur Roca’s concession was due to expire in March 2023. Later on, the CNRT approved the registration of Ferrosur Roca as “Railway Operator” in the National Register of Railway Operators (ReNOF, as per its acronym in Spanish) by the enactment of Disposition No. 122/2022, published in the Official Gazette on February 25, 2022.
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On December 28, 2022, the Argentine Ministry of Transport issued Resolution No. 960/2022, extending the term of the concession by 18 months as of March 10, 2023, until September, 2024. Such term was again extended by the Ministry of Economy on October, 2024 by means of Resolution No. 991/2024 until September 10, 2025. Subsequently, through Resolution 52/2025, the Secretariat of Transportation extended the concession term until September 10, 2026, or until a new railway concession for the General Roca line is awarded, whichever occurs first.
However, such extension may be revoked at any time, with or without cause, and Ferrosur Roca will not be entitled to receive or claim any compensation if the decision to revoke the concession is taken before September 2026.
On February 11, 2025, the Ministry of Economy, through Resolution No. 99/2025, ordered the removal of part of Branch 38, from Kilo Cinco to Sola “A” Station, from the concession granted to Ferrosur Roca . As a result, the railway infrastructure for this section was transferred to Administración de Infraestructuras Ferroviarias (ADIF), a national public sector company operating within the Secretariat of Transportation of the Ministry of Economy. This removal could adversely affect our concrete operations at the Sola plant.
In addition, on February 10, 2025, the Argentine Executive Branch issued Decree 67/2025 authorizing the total privatization of Belgrano Cargas y Logística S.A., (the government owned and operated freight railway line) through the vertical disintegration and separation of the activities and assets of each of its business units through the celebration of public works concession contracts for the railway tracks and workshops, together with their adjacent properties, and the sale of the rolling stock through a public auction. Later, on July 24, 2025, the Ministry of Economy issued Resolution 1049/2025 which started the privatization process of Belgrano Cargas y Logística S.A and ordered the Secretariat of Transportation to adopt the necessary measures to move forward with the process. Although these measures do not directly affect our concession, they demonstrates the Argentine government’s willingness to implement significant changes to railway infrastructure policies and concession frameworks.
As of the date of this annual report, we cannot guarantee that the Argentine authorities will not terminate our railway concessions prior to the stated terms or that they will extend the term of the railway concession upon the current expiration fixed on September 2026. Furthermore, we cannot guarantee that the Argentine authorities will actually implement the open access scheme nor the mechanism and terms in which the rolling stock will be leased. Any such action by the Argentine authorities could have a material adverse effect on our business, financial condition and results of operations.
For additional information related to Ferrosur Roca’s railway concession, See “Item 4.B. Information on the Company—Business Overview—Ferrosur Roca”.
Our estimates of the volume and grade of our limestone deposits could be overstated, and we may not be able to replenish our reserves.
Our limestone reserves described in this annual report constitute our estimates based on evaluation methods generally used in our industry and on assumptions as to our production. Our proven and probable reserve estimates are based on estimated recoverable tons. A “qualified person” (as defined in Regulation S-K 1300) employed by us reviewed our limestone reserves for 2025, confirming no material changes necessitating updates in our annual filing, as defined by Regulation S-K 1300. We did not employ independent third-parties to review reserves over the five-year period ended December 31, 2025. Our mineral reserves data are prepared by our engineers and geologists and are subject to further review by our corporate staff.
Moreover, there are numerous uncertainties inherent in estimating quantities of reserves and in projecting potential future rates of mineral production, including many factors beyond our control. The calculations of mineral reserves are estimates and depend upon geological interpretation and statistical inferences or assumptions drawn from drilling and sampling analyses. Reserve engineering involves estimating deposits of minerals that cannot be measured precisely, and the accuracy of any reserve estimate is a function of the quality of available data, as well as engineering and geological interpretation and judgment. These estimates are also subject to uncertainty due to factors that include the inherent variability of the deposit and recoverability of usable material in the mining process. As a result, we cannot assure investors that our limestone reserves will be recovered or that they will be recovered at the rates we anticipate. We may be required to revise our reserve and mine life estimates based on our actual production and other factors. These estimates and assumptions could change significantly in the future and could adversely affect our financial position, results of operations or cash flows. If our limestone reserves are lower than our estimates, this may have a material adverse effect on us, particularly if as a result we have to purchase limestone from third-party suppliers, and it could also adversely affect the
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value of your investment in our securities or subject us to liability under U.S. federal securities laws in the form of SEC enforcement actions or private lawsuits.
Our business is subject to a number of operational risks, which may adversely affect our business, financial condition and results of operations.
Our cement business is subject to several industry-specific operational risks, including accidents, natural disasters, labor disputes and equipment failures. Such occurrences could result in damage to our production facilities, and equipment and/or the injury or death of our employees and others involved in our production process. Moreover, such accidents or failures could lead to environmental damage, loss of resources or intermediate goods, delays or the interruption of production activities and monetary losses, as well as damage to our reputation. Any prolonged and/or significant disruption to our production facilities, whether due to repair, maintenance or servicing, governmental or administrative actions, regulatory issues, civil unrest, industrial accidents, unavailability of raw materials such as energy, mechanical equipment failure, human error, natural disasters, cyberattacks to our systems, public health threat or otherwise, could disrupt and adversely affect our operations.
Additionally, any major or sustained disruptions in the supply of utilities such as water or electricity or any fire, flood or other natural calamities or communal unrest or acts of terrorism or disease outbreaks may disrupt our operations or damage our production facilities or inventories and could adversely affect our business, financial condition and results of operations. Our insurance may not be sufficient to cover losses from these events, which could adversely affect our business, financial condition and results of operations.
Our rail transportation and handling of cargo also exposes us to risks of catastrophes, mechanical and electrical failures, collisions and loss of assets. Fires, explosions, fuel leaks and other flammable products as well as other environmental events, cargo loss or damage, railroad, cargo loading and unloading terminal, accidents, business interruptions due to political events as well as labor claims, strikes, adverse weather conditions and natural disasters, such as floods, may result in the loss of revenues, assumption of liabilities or cost increases. Moreover, our operations may be periodically affected by landslides and other natural disasters.
We typically shut down our facilities to undertake maintenance and repair work at scheduled intervals. Although we schedule shutdowns such that not all of our facilities are shut down at the same time, the unexpected shut down of any facility may nevertheless affect our business, financial condition and results of operations from one period to another. In addition, key equipment at our facilities, such as our mills and kilns, may deteriorate sooner than we currently estimate. Such deterioration of our assets may result in additional maintenance or capital expenditures, and could cause delays or the interruption of our production activities. If these assets do not generate the cash flows we expect, and we are not able to procure replacement assets in an economically feasible manner, our business, financial condition and results of operations may be materially and adversely affected.
Our insurance coverage may not cover all the risks to which we may be exposed.
We face the risks of loss and damage to our products, property and machinery due to fire, theft and natural disasters such as floods. Such events may cause a disruption to or cessation of our operations. Our insurance may not be sufficient to cover losses from these events, which could adversely affect our business, financial condition and results of operations. We also face risks related to cybersecurity threats; however, as of December 31, 2025, our insurance does not cover losses associated with cybersecurity risks. If our losses exceed our insurance coverage, or if we are not covered by our insurance policies, we may be liable for any shortfalls or losses. Our insurance premiums may also increase substantially because of such claims. Such circumstances could have a material adverse effect on our business, liquidity, financial condition and results of operations.
Our success depends on key members of our management.
Our success depends largely on the efforts and strategic vision of our executive management team and board of directors. The loss of the services of some or all of our executive management or members of our board of directors could have a material adverse effect on our business, financial condition and results of operations.
The execution of our ongoing business plan also depends on our ongoing ability to attract and retain additional qualified employees. For a variety of reasons, particularly with respect to the competitive environment and the availability of skilled labor, we may not be successful in attracting and retaining the personnel we require. If we are unable
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to hire, train and retain qualified employees at a reasonable cost, we may be unable to successfully operate our business or capitalize on growth opportunities and, as a result, our business, financial condition and results of operations could be adversely affected.
The introduction of substitutes for cement in the markets in which we operate and the development of new construction techniques could have a material adverse effect on us.
Materials such as plastic, aluminum, ceramics, glass, wood and steel can be used in construction to substitute cement. In addition, other construction techniques, such as the use of dry wall, and the integration of new technologies in the construction industry, such as 3-D printing, mini-mills and mobile plants, and changes in housing preferences could decrease the demand for cement and concrete. In addition, research aimed at developing new construction techniques and modern materials and digitalizing the construction industry may be introduced in the future that could reduce the demand for and prices of our products. The use of substitutes for cement such as recycled concrete and asphalt which are increasingly being used in a number of our markets, particularly urban markets, could cause a significant decrease in the demand and prices for our cement products and have a material adverse effect on our business, financial condition, liquidity and results of operations.
We are subject to restrictions due to our non-controlling interests in certain of our consolidated subsidiaries.
We conduct some of our business through subsidiaries. In some cases, other shareholders hold non-controlling interests in these subsidiaries. Non-controlling shareholders’ interests may not always be aligned with our interests and, among other things, could result in our inability to implement organizational efficiencies and transfer cash and assets from one subsidiary to another in order to allocate assets most effectively.
Changes in labor laws or in case law interpretations of labor laws in Argentina that tend to favor employees could negatively affect our results of operations.
In December 2023, the Argentine Executive Branch issued the Urgent and Necessary Decree No. 70/2023 (“DNU”, for its acronym in Spanish) by which significant changes to labor regulations were made (eliminating fines for lack of registration of employment, flexible regulations for employees, contractors, and outsourcing models, among others). However, the two union confederations in Argentina (the General Confederation of Labor -“CGT”- and Argentine Workers’ Central Union -“CTA”-, entities to which all trade unions are associated) presented a challenge against the DNU before the National Labor Courts. The resolution by the National Supreme Court is pending. Thus, labor chapter of the DNU is still suspended.
However, the Bases Law incorporated some of the changes introduced by the DNU, such as the elimination of the very expensive labor fines for lack or deficient registration of employment, in addition to certain new modifications. The changes instituted by the Bases Law aim to make it easier for private sector employers to hire and manage their workforce. Among others, these changes aim to reduce the contingencies and economic exposure related to labor claims in general and to those made by third-party employees in particular. Risks may not be ruled out because the Bases Law is very recent and the courts’ reactions and approaches is still unknown. So far, labor courts have not challenged the constitutionality of the Bases Law, but they have maintained their position of issuing rulings that are more favorable to the employees. Accordingly, many labor courts have replaced the labor fines eliminated by the Bases Law with awards of damages.
The position of the Milei administration is generally favorable to the private sector, seeking to promote economic growth and industrial investment. In line with this approach, the National Congress passed Law No. 27,802, entered in force during the first weeks of March 2026, which further reforms labor legislation by modifying basic principles of labor law. This amendment is expected to encourage the creation of private employment, reduce labor litigation and give employers more foreseeability regarding labor costs and relationships. The enforcement of the reform may be uncertain and its enforceability may be challenged in court.
In the past, the Argentine government has introduced laws, regulations and decrees requiring private companies to maintain certain minimum wage standards and provide specific benefits to employees. We cannot guarantee that the Argentine government will not take measures that will increase wages or require us to provide additional benefits that result in an increase in our costs and expenses, although this is not expected to happen given the current policies of the Milei administration.
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Failures in our information technology systems and information security (cybersecurity) systems can adversely impact our operations and reputation.
Our operations are to some extent dependent on information technology and automated operating systems to manage or support our operations. The proper functioning of these systems is critical to the efficient operation and management of our business. Our systems may be vulnerable to damage, disruption or intrusion caused by circumstances beyond our control, such as physical or electronic theft, catastrophes, power outages, natural disasters, computer system or network failures, viruses or malware, unauthorized access and cyber-attacks. In addition, these systems may require modifications or upgrades as a result of technological advancements or the growth of our business. We constantly evaluate the risks we face and, as a result, we reinforce our IT infrastructure by implementing new technologies and solutions to assist in the prevention of potential cyber-attacks, as well as protective measures and contingency plans in the event of an attack.
Our manufacturing operations rely on Operational Technology (OT) and industrial control systems (ICS) that are strictly segmented from our corporate network and remain disconnected from the public internet. While this air-gapped architecture significantly reduces our exposure to external cyber-attacks, our production remains vulnerable to internal threats, unauthorized physical access, or compromised maintenance devices. Any corruption or failure in these isolated systems could result in unplanned production downtime or safety incidents, materially impacting our operational results and financial condition.
Loma Negra has developed a Cybersecurity Incident Response Plan that provides a structured and organized framework to effectively and efficiently address cybersecurity incidents by analyzing the potential impact, containment of the attack, eradication of the threat and recovery all while ensuring operational continuity. We have also developed a Communication Plan to enable information flow among internal and external stakeholders in the event of an incident.
Over the past year, we have reinforced our Awareness Plan, focusing on training our employees on cybersecurity risks and threats as well as instructing them on how to respond to a cybersecurity incident, whether it involves or affects IT resources or the devices used to access Loma Negra's IT systems. During 2025, our focus was on streamlining the reporting process for any detected anomalies.
To date, we have not detected, and our external service providers have not informed us of, any relevant event that has materially damaged, interrupted or caused an intrusion in our systems. Any significant data leakage or theft of information could affect our compliance with data privacy laws and harm our relationship with our employees, customers and suppliers, and also adversely impact our business, financial condition and results of operation. As of December 31, 2025, our insurance does not cover any risk associated with any cybersecurity risks. In addition, any significant disruption to our systems could adversely affect our business, financial condition and results of operations.
Risks Relating to Our Ordinary Shares and the ADSs
The market price of our ADSs may fluctuate significantly, and you could lose all or part of your investment.
Volatility in the market price of our ADSs may prevent you from being able to sell your ADSs at or above the price you paid for them. The market price and liquidity of the market for our ADSs may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. The market price of our ADSs increased by 8% and 68% in 2025 and 2024, respectively. The variation in value may be affected by the following factors:
•actual or anticipated changes in our results of operations, or failure to meet expectations of financial market analysts and investors;
•investor perceptions of our prospects or our industry;
•operating performance of companies comparable to us
•increased competition in our industry;
•inflationary trends;
•new laws or regulations or new interpretations of laws and regulations applicable to our business;
•general economic trends in Argentina;
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•departures of management and key personnel;
•the trading volume of our ADSs;
•catastrophic events, such as earthquakes and other natural disasters;
•widespread illnesses or epidemics;
•developments and perceptions of risks in Argentina and in other countries; and
•a change in control, including as a result of changes in the shareholders composition of our indirect controlling shareholder.
Market fluctuations, as well as general political and economic conditions in the markets in which we operate, such as recession or currency exchange rate fluctuations, may also adversely affect the market price of our ordinary shares and the ADSs. Although our ADSs listed on the New York Stock Exchange are U.S. dollar-denominated securities, they do not eliminate the currency risk associated with an investment in an Argentine company. Following periods of volatility in the market price of a company’s securities, that company may often be subject to securities class-action litigation. This kind of litigation may result in substantial costs and a diversion of management’s attention and resources, which could have a material adverse effect on our business, results of operations and financial condition.
The relative volatility and illiquidity of the Argentine securities markets may substantially limit your ability to sell shares underlying the ADSs at the price and time you desire.
Investing in securities that trade in emerging markets, such as Argentina, often involves greater risk than investing in securities of issuers in the United States. The Argentine securities market is substantially smaller, less liquid, more concentrated and can be more volatile than major securities markets in the United States and is not as highly regulated or supervised as some of these other markets. There is also significantly greater concentration in the Argentine securities market than in major securities markets in the United States. Accordingly, although you are entitled to withdraw the shares underlying the ADSs from the ADR facility, your ability to sell such shares at a price and time at which you wish to do so may be substantially limited. Furthermore, new capital controls imposed by the Argentine Central Bank could have the effect of further impairing the liquidity of the BYMA by making it unattractive for non-Argentines to buy shares in the secondary market in Argentina. See “Item 10.D. Additional Information—Exchange Controls”.
Interpretation of Argentine tax laws may adversely affect the tax treatment of our ordinary shares and the ADSs.
Argentine income tax law provides that the income resulting from the sale, exchange or other transfer of shares and other securities is subject to tax at a rate of 15% for Argentine resident individuals or a sliding scale from 25% to 35%, depending on the accumulated net income obtained during the given year, for Argentine companies; in addition, dividend distributions to Argentine resident individuals or non-Argentine residents are subject to a 7% additional tax, as per the amendment to the Income Tax Law by Law No. 27,630. These corporate rates apply to fiscal years starting as from January 1, 2021, and the tax on dividends are applicable for fiscal years starting as from January 1, 2018.
Argentine residents are exempt from the tax derived from the sale, exchange or other transfer of shares in case of shares issued by Argentine companies which are listed in capital markets authorized by the CNV and have authorization for public offering by the CNV as long as such transactions are carried out through stock exchanges or stock markets authorized by the CNV.
Income obtained by non-Argentine residents from the sale, exchange or other transfer of shares is subject to income tax rate of 15% of the net income or 13.5% of the gross consideration, to the extent such non-Argentine residents do not reside, and the funds invested do not derive from, a non-cooperative jurisdiction as defined by the Income Tax Law and the “black list” included in its regulatory decree; otherwise, the applicable withholding rates would be 31.5% of the gross consideration. In case of a sale or other transfer between two non-Argentine residents, the income tax must be paid by the seller by means of the following mechanisms: (a) if the seller has a legal representative in Argentina, or appoints someone in Argentina for purposes of paying the tax, then such representative or appointed party must pay the tax; and (b) if the seller does not have a legal representative in Argentina and does not appoint someone, then the seller itself must pay the tax through an international wire transfer .
Argentine income tax law also exempts non-Argentine residents from the payment of the income tax on the sales, exchanges or other transfers of shares issued by Argentine companies which are listed in capital markets authorized by the CNV and have authorization for public offering by the CNV as long as such transactions are carried out through
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stock exchanges or stock markets authorized by the CNV and to the extent that the seller does not reside in, and the funds invested do not come from, non-cooperative jurisdictions, as defined by the Income Tax Law and the “black list” included in its regulatory decree.
Also, non-residents are exempted from the income tax deriving from the sale or other kind of disposition regarding ADSs which underlying security are shares issued by Argentine companies that comply with the requirements described above.
The holders of our ordinary shares and the ADSs are encouraged to consult with their tax advisers as to the particular Argentine income tax consequences of owning our ordinary shares and ADSs. See “Item 8. Financial Information—Dividends and Dividend Policy” and “Item 10.E Additional Information—Taxation—Material Argentine Tax Considerations”.
Restrictions on transfers of foreign exchange and the repatriation of capital from Argentina may impair our ability to pay dividends and distributions on, and the proceeds of any sale of, the shares underlying the ADSs.
On September 1, 2019, the Argentine government issued Executive Decree No. 609/19 (as amended) which, inter alia, reinstated certain foreign currency exchange restrictions. The Decree was further regulated, amended and complemented by several regulations issued by the BCRA (included, but not limited to, Communication “A” 6844, as further amended, supplemented and restated). Since then, the Argentine government has implemented monetary and foreign exchange control measures that included restrictions on the transfer of funds abroad, including dividends, without prior approval by the BCRA or fulfillment of certain requirements.
However, starting on January 17, 2020 and until fiscal years beginning on or after January 1, 2025, Argentine companies were subject to quantitative limitations and specific conditions in order to access the foreign exchange market for payment of dividends to non-resident shareholders, including limits linked to new foreign direct investment contributions. For example, Argentine companies were only allowed to transfer funds abroad in order to pay annual dividends only to foreign shareholders and the depositary for the benefit of the American Depositary Shares, or ADS holders, in an amount that (including the amount of the payment being made at the time of the access) did not exceed 30% of the value of new capital contributions of foreign direct investments made to local companies and the funds must be transferred to Argentina and sold for pesos through the foreign exchange market as from such date. In case of non-resident shareholders, the total amount to be paid through the FX Market could not exceed the corresponding amount denominated in pesos that was determined by the shareholders’ meeting.
According to BCRA Communication “A” 8226, dated April 11, 2025, Argentine companies shall have access to the foreign exchange market to purchase and transfer foreign currency abroad for the payment of profits and dividends to non-resident shareholders pursuant to certain provisions set forth in foreign exchange regulations. These distributions must correspond to distributable profits derived from realized earnings arising from regular and audited annual financial statements for fiscal years beginning on or after January 1, 2025. Access to the foreign exchange market for the payment of dividends corresponding to prior fiscal years (such as those corresponding to the 2024 fiscal year or earlier) or not meeting the applicable regulatory conditions may still require prior approval of the BCRA.
In addition to the formal exchange controls and regulations, the Argentine Central Bank has exercised in the past a de facto prior approval power for certain foreign exchange transactions otherwise authorized to be carried out under the applicable regulations, such as dividend payments or repayment of principal of intercompany loans as well as the import of goods, by means of regulating the amount of foreign currency available to financial institutions to conduct such transactions.See “Item 10.D. Additional Information—Exchange Controls”.
Payments of cash dividends and distributions, if any, will be made in pesos, although we reserve the right to pay in other currency or in kind to the extent permitted by applicable law. Subject to applicable law, the ADS depositary will convert such dividends received in pesos into U.S. dollars and pay such amount to holders of ADSs, net of any dividend distribution fees, ADS depositary's fees and expenses, currency conversion expenses and taxes or governmental charges, if any. In the event that the ADS depositary is unable to convert immediately the amount in pesos received as cash dividends or the amount in kind into U.S. dollars the amount of U.S. dollars payable to holders of ADSs may be adversely affected by depreciation of the peso or the fluctuation of the value of the payment in kind.
In case the depositary for the ADSs is prevented from converting pesos received in Argentina into U.S. dollars for the account of the ADS holders by any regulatory and/or de facto restrictions that may be applicable, the deposit
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agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is practicable to do so. If the exchange rate fluctuates significantly during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the dividend distribution.
Your voting rights with respect to the shares are limited.
Holders may exercise voting rights with respect to the shares underlying ADSs only in accordance with the provisions of the deposit agreement. There are no provisions under Argentine law or under our by-laws that limit ADS holders’ ability to exercise their voting rights through the depositary with respect to the underlying shares. However, there are practical limitations upon the ability of ADS holders to exercise their voting rights due to the additional procedural steps involved in communicating with such holders. For example, Capital Markets Law No. 26,831 ("LMC") requires us to notify our shareholders by publications in certain official and private newspapers between 20 and 45 days in advance of any shareholders’ meeting. ADS holders will not receive any notice of a shareholders’ meeting directly from us. In accordance with the deposit agreement, we will provide the notice to the depositary, which will in turn, as soon as practicable thereafter and subject to legal limitations, provide to each ADS holder upon the terms of the deposit agreement:
•the notice of such meeting;
•voting instruction forms; and
•a statement as to the manner in which instructions may be given by holders (including an express indication that such instructions may be deemed given upon the terms specified below).
To exercise their voting rights, ADS holders must then provide instructions to the depositary how to vote the shares underlying ADSs. Because of the additional procedural step involving the depositary, the process for exercising voting rights will take longer for ADS holders than for holders of shares.
If we timely request the depositary to distribute voting materials to the ADS holders and the depositary does not receive timely voting instructions from an ADS holder on or before the date established by the depositary for such purpose, the depositary shall deem such ADS holder to have instructed the depositary to give a discretionary proxy to a person designated by our board of directors with respect to the deposited securities represented by the holder’s ADSs. The cutoff time for ADS holders to provide voting instructions to the depositary bank is typically up to two business days prior to the cut-off date to vote shares in Argentina so as to enable the depositary bank to tally the ADS voting instructions received from ADS holders and to provide the corresponding voting instructions at the share level in Argentina through the custodian of the shares represented by ADSs.
Except as described in this annual report, holders will not be able to exercise voting rights attaching to the ADSs.
Holders of ADSs who wish to propose matters or vote on any matters directly should cancel their ADSs and withdraw their underlying ordinary shares to attend and vote at the shareholders meetings.
If we do not file or maintain a registration statement and no exemption from the Securities Act registration is available, holders of ADSs may be unable to exercise preemptive rights with respect to our ordinary shares, as a result of which your investment may be diluted.
Under the Argentine General Companies Law, if we issue new shares as part of a capital increase, our shareholders will generally have the right to subscribe for a proportional number of shares to maintain their existing ownership percentage, which is known as preemptive rights. However, pursuant to the LMC, our shareholders will not be entitled to the right to subscribe for the unsubscribed shares at the end of a preemptive rights offering, known as accretion rights. We may not be able to offer our ordinary shares to holders of ADSs residing in the U.S., or U.S. holders, pursuant to preemptive rights granted to holders of our ordinary shares in connection with any future issuance of our ordinary shares unless a registration statement under the Securities Act is effective with respect to these shares and preemptive rights, or an exemption from the registration requirements of the Securities Act is available. We are not obligated to file or maintain a registration statement relating to any preemptive rights offerings with respect to our ordinary shares, and we cannot assure you that we will file or maintain any such registration statement. If we do not file and maintain a registration statement and there is no exemption from registration, the depositary for our ADSs, may attempt to sell the preemptive rights and provide holders of our ADSs with their pro rata share of the net proceeds from any such sale. However, these preemptive rights may expire if the depositary does not sell them on a timely basis, and holders of ADSs will not receive any benefit from such preemptive rights. Even if a registration statement were effective, we may decide to not extend any preemptive or
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subscription rights to U.S. Persons (as defined in Regulation S under the Securities Act) that are holders of our ordinary shares and holders of ADSs. Furthermore, the equity interest of holders of shares or ADSs located in the United States may suffer dilution of their interest in us upon future capital increases.
We are entitled to amend and supplement the deposit agreement and to change the rights of ADS holders under the terms of such agreement, without the prior consent of the ADS holders.
We are entitled to amend and supplement the deposit agreement and to change the rights of the ADS holders under the terms of such agreement, without the prior consent of the ADS holders. Any amendment that imposes or increases any fees, charges or expenses (other than stock transfer or other taxes and other governmental charges, transfer or registration fees, a transaction fee per cancellation request (including through SWIFT, telex or facsimile transmission), applicable delivery expenses or other such fees, charges or expenses), or that shall otherwise prejudice any substantial existing right of ADS' holders, shall become effective 30 days after notice of such amendment shall have been given to the ADS' holders. Any amendments required by new laws, rules or regulations adopted by governmental body or regulatory body, may become effective before a notice of such amendment or supplement is given to the holders of the ADS.
The substantial share ownership position of our controlling shareholder will limit your ability to influence corporate matters.
Our controlling shareholder beneficially owns 52.14% of our outstanding ordinary shares as of the date of this annual report. As such, our controlling shareholder has the ability to determine the outcome of substantially all matters submitted for a vote to our shareholders and thus exercise control over our business policies and affairs, including, among others, the following:
•the composition of our board of directors and, consequently, any determinations of our board with respect to our business direction and policy, including the appointment and removal of our executive officers;
•determinations with respect to mergers, other business combinations and other transactions, including those that may result in a change of control;
•whether dividends are paid or other distributions are made and the amount of any such dividends or distributions;
•cause us to issue additional equity securities;
•whether we limit the exercise of preemptive and accretion rights to holders of our ordinary shares in the event of a capital increase to the extent and terms permitted by the applicable law;
•sales and dispositions of our assets; and
•the amount of debt financing that we incur.
Furthermore, our controlling shareholder’s interests may conflict with your interests as a holder of ordinary shares or ADSs, and it may take actions that might be desirable to it but not to other shareholders and may be able to prevent other shareholders, including you, from blocking these actions or from causing different actions to be taken. Also, our controlling shareholder may prevent change of control transactions that might otherwise provide you with an opportunity to dispose of or realize a premium on your investment in our ADSs. We cannot assure you that our controlling shareholder will act in a manner consistent with your interests.
See ‘Item 7.A. Major Shareholders — Significant Changes in Percentage Ownership’.
The share ownership position of our principal shareholders may limit your ability to influence corporate matters, and changes in the indirect ownership of our controlling shareholder may create additional uncertainty regarding how control is exercised over us.
Our controlling shareholder, InterCement Trading e Inversiones Argentina, S.L., beneficially owns 52.14% of our outstanding ordinary shares and therefore has the ability to control the outcome of substantially all matters submitted to a vote of our shareholders, including the election of directors and the approval of significant corporate transactions. As a result, holders of our ordinary shares and ADSs have limited ability to influence our business and affairs, and the interests of our controlling shareholder may conflict with the interests of our minority shareholders. In particular, our controlling shareholder may be able to (and may choose to) cause us to take actions that it believes are in its interests (including with
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respect to our dividend policy, financing decisions, capital allocation and the pursuit, timing or terms of potential strategic transactions), which may not be aligned with the interests of holders of our ordinary shares and ADSs.
While InterCement Trading e Inversiones Argentina, S.L. remains our direct controlling shareholder and continues to hold the same stake, the indirect ownership of our indirect controlling shareholder has changed. As publicly disclosed, one indirect shareholder holds approximately 38.7%, a second one holds approximately 26.7%, and a third one holds approximately 24.0% of the relevant upstream ownership interests, and they have stated that there is no shareholders’ agreement or other agreement among them. As a result, no single indirect shareholder controls our indirect controlling shareholder. Even in the absence of an agreement, these indirect shareholders may each seek to influence the strategy, governance, and decision-making of our controlling shareholder and the manner in which it exercises its voting power in our Company, and their interests may differ from each other and from the interests of our Company and our minority shareholders.
This ownership structure may also increase the risk of additional changes in the indirect ownership of our controlling shareholder, including through transfers by one or more of its indirect shareholders, which could result in changes in influence over our Company and create additional uncertainty for investors. The market’s perception of the risks associated with our concentrated ownership structure and changes in the indirect ownership of our controlling shareholder may adversely affect the trading price and liquidity of our ordinary shares and ADSs.
The pledge of a portion of our shares by InterCement Trading e Inversiones Argentina S.L., our controlling shareholder, may lead to market fluctuations and potential change of control.
On June 4, 2020, Intercement Trading e Inversiones S.A. and InterCement Trading e Inversiones Argentina S.L. (as pledgors) pledged all of the shares in Loma Negra then held by InterCement Trading e Inversiones S.A. (304,233,740 ordinary shares currently representing 52.14% of our total capital stock) in favor of Trustee Distribuidora de Títulos e Valores Mobiliários Ltda., as collateral for certain debenture obligations of Intercement Brasil S.A. and InterCement Participações S.A. Following a subsequent transfer of shares, InterCement Trading e Inversiones Argentina S.L. became the sole pledgor under the pledge. In addition, as a result of the judicial reorganization, the pledge currently secures only debenture obligations of InterCement Brasil S.A. and its guarantors (including our indirect controlling shareholder). See “Risks Relating to Our Former Indirect Controlling Shareholder—The development of the judicial reorganization process of our indirect controlling shareholder, including a potential marketing process of our Company, may have an adverse effect on our business, financial condition or results of operations and/or the market price of our ordinary shares or ADSs.”
On March 31, 2026, we were informed by InterCement Participações S.A., our indirect controlling shareholder, that the parties to the pledge agreement had executed an amendment thereto in order to reflect a new priority ranking structure resulting from its judicial reorganization plan, the court approval of which we previously disclosed on our report on Form 6-K dated December 10, 2025.
We cannot assure you that InterCement Brasil S.A. and its guarantors (including our indirect controlling shareholder) will be able to satisfy the restructured debentures obligations or that the pledged shares will not be foreclosed upon. In the event of a foreclosure on the pledged shares, a change of control of the Company would occur, which could, among other things, cause significant volatility in the trading price of our ordinary shares and ADSs, reduce investor confidence, and adversely affect our ability to access the capital markets on favorable terms, or at all. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations, and the trading price of our securities.
Our status as a “foreign private issuer” and as a “controlled company” allows us to follow alternate standards to the corporate governance standards of the NYSE, which may limit the protections afforded to investors.
The NYSE’s rules require domestic listed companies that are not “controlled companies” to have, among other requirements, a majority of their board of directors be independent and to have independent director oversight of executive compensation, nomination of directors and corporate governance matters. As a “foreign private issuer”, we are permitted to, and we will, follow home country practice in lieu of the above requirements.
Argentine law, the law of our home country, does not require that a majority of our board consist of independent directors or the implementation of a compensation committee or nominating/corporate governance committee. In addition, under the NYSE rules, a “controlled company” in which over 50% of the voting power is held by an individual, a group or another company is also not required to have a majority of its board of directors be independent
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directors and to have a compensation committee or a nominating/corporate governance committee, or to have such committees be composed entirely of independent directors.
We currently follow certain Argentine practices concerning corporate governance and intend to continue to do so. As a “controlled company”, we are eligible to, and, in the event we no longer qualify as a “foreign private issuer”, we intend to, elect not to comply with certain of the NYSE corporate governance standards, including the requirement that a majority of directors on our board of directors are independent directors and the requirement to maintain a compensation and a nominating/corporate governance committee consisting entirely of independent directors. Accordingly, holders of our ADSs will not have the same protections afforded to shareholders of companies that are subject to all NYSE corporate governance requirements and our status as a “foreign private issuer” and a “controlled company” may adversely affect the trading price for our ADSs. For more information, see “Item 16.G. Corporate Governance”.
We have incurred and will continue to incur increased costs related to operating as a public company, and our management will be required to devote substantial additional time to new compliance initiatives and corporate governance practices.
We are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Protection Act, as well as rules adopted, and to be adopted, by the SEC and the NYSE. Our management is required to certify financial and other information in our quarterly and annual reports, as well as to establish and evaluate periodically disclosure controls and procedures and internal control over financial reporting. Additionally, in light of our loss of “emerging growth company” status as of December 31, 2022, we can no longer take advantage of an extended transition period for complying with new or revised accounting standards and must obtain an annual auditor attestation on the effectiveness of our internal control over financial reporting. For more information, see “—We are subject to ongoing costs and risks associated with determining whether our existing disclosure controls and procedures and internal controls over financial reporting systems are effective, and if we fail to achieve and maintain adequate controls it could have a material adverse effect on our stated results of operations and harm our reputation.”
Our management and other personnel have devoted and will need to continue to devote a substantial amount of time to these compliance initiatives. Moreover, we expect these rules and regulations to continue to increase substantially our legal and financial compliance costs, and to make certain activities more time-consuming and costly, which will increase our operating expenses. These rules and regulations applicable to public companies may make and have made it more difficult and more expensive for us to obtain director and officer liability insurance, and we will likely incur additional costs to maintain sufficient insurance coverage as a public company going forward.
We are subject to ongoing costs and risks associated with determining whether our existing disclosure controls and procedures and internal controls over financial reporting systems are effective, and if we fail to achieve and maintain adequate internal controls it could have a material adverse effect on our stated results of operations and harm our reputation.
We are required to disclose whether our disclosure controls and procedures are effective on an annual basis. These are controls and procedures designed to ensure that information required to be disclosed in our SEC reports is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is communicated to our management, including our chief executive officer ("CEO") and chief financial officer ("CFO"), as appropriate, to allow timely decisions regarding the required disclosure. Additionally, we are required to comply with the internal control, evaluation and certification requirements of Section 404 of the Sarbanes-Oxley Act and the Public Company Accounting Oversight Board. We are also required to provide a management report on the effectiveness of our internal control over financial reporting.
The process of determining whether our existing disclosure controls and procedures are effective, and whether internal controls over financial reporting systems are compliant with Section 404 and whether there are any material weaknesses or significant deficiencies in our existing internal controls, has required and will continue to require the investment of substantial time and resources, including by our CEO and other members of our senior management. Such management time and resources, as well as our auditor fees, have increased in connection with this annual report due to the need to obtain the auditor attestation, and we expect them to continue to be significant in future years. Additionally, any remedial actions required could divert internal resources and take a significant amount of time and effort to complete and could result in us incurring additional costs that we did not anticipate, including the hiring of outside consultants. We could experience higher than anticipated operating expenses and higher independent auditor fees during and after the implementation of these changes.
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Any failure of our disclosure controls and procedures or internal controls over financial reporting could have a material adverse effect on our stated results of operations and harm our reputation. If we are unable to implement any of the required changes to our disclosure controls and procedures or internal control over financial reporting effectively or efficiently or are required to do so earlier than anticipated, it could adversely affect our operations, financial reporting and/or results of operations and could result in an adverse opinion on internal controls from our management and, our independent auditors. Further, if our internal control over financial reporting is not effective, the reliability of our financial statements may be questioned, our reputation may be harmed, we may become subject to criminal or civil investigations or penalties, and our share price and its trading liquidity may suffer.
Under Argentine corporate law, shareholder rights and obligations may be fewer or less well defined than in other jurisdictions.
Our corporate affairs are governed by our by-laws and by the Argentine corporate law, as amended, which differ from the legal principles that would apply if we were incorporated in a jurisdiction in the United States (such as Delaware or New York), or in other jurisdictions outside Argentina. Thus, your rights or the rights of holders of our ordinary shares or ADSs under the Argentine corporate law to protect your or their interests relative to actions by our board of directors may be fewer and less well defined under Argentine corporate law than under the laws of those other jurisdictions. Although insider trading and price manipulation are illegal under Argentine law, the Argentine securities markets are not as highly regulated or supervised as the U.S. securities markets or markets in some other jurisdictions. In addition, rules and policies against self-dealing and regarding the preservation of shareholder interests may be less well defined and enforced in Argentina than in the United States, or other jurisdictions outside Argentina, putting holders of our ordinary shares and the ADSs at a potential disadvantage.
The protections afforded to minority shareholders in Argentina are different from and more limited than those in the United States and may be more difficult to enforce.
Under Argentine law, the protections afforded to minority shareholders are different from, and much more limited than, those in the United States. For example, the legal framework with respect to shareholder disputes, such as derivative lawsuits and class actions, is less developed under Argentine law than under U.S. law as a result of Argentina’s short history with these types of claims and few successful cases. In addition, there are different procedural requirements for bringing these types of shareholder lawsuits. As a result, it may be more difficult for our minority shareholders to enforce their rights against us or our directors or controlling shareholder than it would be for shareholders of a U.S. company.
Investors may not be able to effect service of process within the United States limiting their recovery of any foreign judgment.
We are a publicly held corporation (Sociedad anónima) organized under the laws of Argentina. Most of our directors and our executive officers, and a significant part of our assets are located in Argentina. As a result, it may not be possible for investors to effect service of process within the United States upon us or such persons or to enforce against us or them in United States courts judgments obtained in such courts predicated upon the civil liability provisions of the United States federal securities laws. There is doubt whether the Argentine courts will enforce, to the same extent and in as timely a manner as a U.S. or foreign court, an action predicated solely upon the civil liability provisions of the United States federal securities laws or other foreign regulations brought against such persons or against us. In addition, the enforceability in Argentine courts of judgments of U.S. or non-Argentine courts with respect to matters arising under U.S. federal securities laws or other non-Argentine regulations will be subject to compliance with certain requirements under Argentine law, including the condition that any such judgment does not violate Argentine public policy (orden público).
Our shareholders may be subject to liability for certain votes of their securities.
Our shareholders are not liable for our obligations. Instead, shareholders are generally liable only for the purchase price of the shares they subscribe. However, shareholders who have a conflict of interest with us and who do not abstain from voting may be held liable for damages to us, but only if the transaction would not have been approved without such shareholders’ votes. Furthermore, shareholders who willfully or negligently vote in favor of a resolution that is subsequently declared void by a court as contrary to Argentine General Companies Law or our bylaws may be held jointly and severally liable for damages to us or to other third parties, including other shareholders. As a result, we cannot assure you that some shareholders may not be held liable for damages or other expenses under the Argentine General Companies Law.
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