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Risk factors
The risks and uncertainties described below are those known by us as of the date of this annual report. However, such risks and uncertainties may not be the only ones that we could face. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our business, financial condition and results of operations. The risks described below should be read together and in conjunction with the detailed discussions contained elsewhere in this annual report. Further background and measures that we use when assessing various risks are set out in the remaining sections of this annual report.
You should carefully consider the risks described below, as well as the other information in this annual report, before making an investment decision in us. Our business, financial condition and results of operations could be materially and adversely affected by any of these risks.
Risks relating to Argentina
The Argentine Republic owns 51% of the shares of YPF S.A.
The Argentine Republic owns 51% of the shares of YPF S.A. and, consequently, the Argentine government is able to decide all matters requiring approval by a majority of shareholders, including the election of the majority of the members of YPF S.A.’s Board of Directors. We cannot assure you that decisions taken by our controlling shareholder would not differ from your interests as a shareholder (including the pricing policy of all our main products) and thus affect our operational decisions.
Presidential elections take place in Argentina every four years and legislative elections every two years, resulting in the partial renewal of both chambers of the Argentine Congress. The result of presidential as well as legislative mid-term and full-term elections may lead to changes in government policies that impact upon YPF S.A. We cannot predict the impact that new governmental measures will have or their timing, nor can we estimate the impact they may have on our business, financial condition and results of operations. See “Item 5. Operating and financial review and prospects—Macroeconomic conditions”.
Our business is largely dependent upon economic conditions in Argentina
Most of our operations, properties and customers are located in Argentina and, as a result, our business is to a large extent dependent upon economic conditions prevailing in Argentina. You should make your own assessment about Argentina and prevailing conditions in the country before taking an investment decision in us. See “Item 5. Operating and financial review and prospects—Macroeconomic conditions”.
Argentine economic conditions are dependent on a variety of factors, including, but not limited to, the following: international demand and prices for Argentina’s commodity exports; competitiveness and efficiency of domestic industries and services; stability and competitiveness of the Argentine peso against foreign currencies; foreign and domestic investment and financing; level of foreign exchange reserves in the Central Bank of the Argentine Republic (“BCRA”) which may cause changes in currency values and exchange and capital control regulations (including to import equipment, service our cross border indebtedness and other necessities relevant for operations); high level of indebtedness; high interest rates; high levels of inflation generating wage and price controls; adverse external economic shocks; changes in economic or fiscal policies implemented by the Argentine government; labor disputes and work stoppages; the level of expenditure by the Argentine government and the ability to reach and sustain fiscal balance; the level of unemployment; political instability and social tensions, such as land-takings and claims in areas where we operate.
Changes in economic, political and regulatory conditions in Argentina and measures taken by the Argentine government have had and are expected to continue to have a significant impact on us. We cannot predict the ultimate impact of any measures that the Argentine government has adopted or may adopt in the future, or whether those measures will have the effects pursued. Uncertainty with respect to government policies may lead to additional volatility of Argentine stock market prices including companies that operate in the energy sector, given the degree of state regulation this industry has historically had. Additionally, we cannot guarantee that the current policies that apply to the oil and gas industry will not be modified in the future.
In past decades, the Argentine economy has experienced significant volatility, including numerous periods of low or negative growth and high and variable levels of inflation and currency devaluation. No assurances can be given that the Argentine economy will grow in the future on a sustainable basis. If economic conditions in Argentina were to deteriorate, if inflation were to accelerate, if Argentina is not able to refinance its debt, if federal fiscal balances were negative affecting the Argentine government´s ability to access long term financing, or if the Argentine government’s measures to attract or retain foreign investment and international financing in the future to incentivize domestic economy activity are unsuccessful, such events could adversely affect Argentina’s economic growth and in turn affect our business, financial condition and results of operations.
According to a Morgan Stanley Capital International (“MSCI”) release, Argentina was considered an emerging market until June 2021, when it was classified as a standalone market. Economic and market conditions in Argentina and in emerging market countries, especially those in Latin America, influence the market for securities issued by Argentine companies. Volatility in securities markets in Latin America and in emerging market countries, as well as potential increases in interest rates in the United States and other developed countries, may have a negative impact on the trading value of our securities and on our ability and the terms on which we are able to access international capital markets. In addition, standalone markets include additional risks such as government restrictions that may limit investments and risks associated with political developments.
There are outstanding claims, arbitral awards and judgments against the Argentine government, including those before the International Centre for Settlement of Investment Disputes (“ICSID”) and in other foreign courts, which if decided adversely and/or enforced against the Argentine government, could have a substantially adverse effect on the Argentine government’s ability to implement reforms and to foster economic growth.
In addition, a lack of a solid and transparent institutional framework for contracts with the Argentine government and its agencies and corruption allegations have affected Argentina. The Argentine government, recognizing these issues, has announced several measures aimed at strengthening Argentina’s institutions and reducing corruption. No assurance can be given that the implementation of these measures will be successful.
We cannot assure you that any of the factors mentioned above and the perception of risk in Argentina may not have a material adverse effect on our ability to raise capital, including our ability to refinance our debt at maturity, which would negatively affect our investment plans and consequently our business, financial condition and results of operations, and also have a negative impact on the trading values of our debt or equity securities.
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Argentina’s ability to obtain financing from international capital markets could be limited, which may have an impact on our ability to access those markets
In past years Argentina has experienced financial distress, leading to an increase in the incurrence of public debt.
On January 28, 2022, the Argentine government reached an agreement with the International Monetary Fund (“IMF”), approved through Law No. 27,668, to refinance US$ 44.0 billion of debt incurred between 2018 and 2019 under a Stand-By Agreement, originally scheduled to be paid in the years 2021, 2022 and 2023. On March 25, 2022, the IMF approved a 30-month agreement (the Extended Fund Facility, “EFF”) for Argentina amounting to US$ 44.0 billion. Subsequently, on March 11, 2025, Decree of Necessity and Urgency (“DNU” by its acronym in Spanish) No. 179/2025 was published by which the Argentine Executive Branch approved to enter into a new 10-year EFF with the IMF, the purpose of which will be mainly to refinance liabilities, including non-transferable treasury bills and the amounts pending amortization under the EFF in effect on that date. In April 2025, the Argentine government entered into a new four-year EFF with the IMF, which provided for total disbursements of US$ 20 billion, including an initial disbursement of US$ 12 billion which took place in April 2025, a second disbursement of US$ 2 billion which took place in August 2025, and subsequent disbursements over the term of the agreement. Each disbursement is subject to quarterly reviews and is repayable over 10 years, with a grace period of four and a half years.
We cannot assure that the targets of the upcoming reviews will be met, and we also cannot predict the impact of the implementation of this agreement on Argentina’s ability (and indirectly the ability of Argentine companies) to access the international capital markets. Moreover, the long-term impact of these measures and any future measures taken by the Argentine government on the local economy remains uncertain.
In spite of the restructuring of the Argentine public debt since 2020 and Argentina’s recent credit rating improvements, international markets remain cautious about the sustainability of Argentina’s debt and, therefore, although country risk indicators have decreased since the fourth quarter of 2024, they remain high when compared to the average of those of the region. There can be no assurances that Argentina’s credit ratings will be maintained or that they will not be downgraded, suspended or cancelled. Any credit rating downgrade, suspension or cancellation for Argentina’s sovereign debt may have an adverse effect on the Argentine economy, our ability to access international capital markets and our business. As such, any adverse effect on our business due to changes in Argentina’s credit rating may adversely affect the market price and trading of our securities. See “Item 5. Operating and financial review and prospects—Macroeconomic conditions”.
The Argentine economy has been and could be adversely affected by economic developments in other markets
Financial and securities markets in Argentina and the Argentine economy are influenced by the effects of global or regional financial crisis and market conditions in other markets worldwide. Global economic instability and uncertainty about global trade policies could impact the Argentine economy and jeopardize Argentina’s ability to stabilize its economy, such as the deterioration of economic conditions in Brazil (Argentina’s main trading partner) and of the economies of other major trading partners of Argentina, such as China or the United States, increases in the interest rates in the United States and other developed countries, geopolitical tensions among the United States and several foreign countries, worldwide conflicts such as between the United States, Israel and Iran, regional conflicts such as between Russia and Ukraine or in the Middle East, decisions by the Organization of Petroleum Exporting Countries (“OPEC”) and other non-OPEC oil-producing countries with respect to oil production that affect crude oil prices, idiosyncratic, political and social discords, terrorist attacks, military conflicts, sovereign debt downgrades and a pandemic disease. Although economic conditions vary from country to country, investors’ reactions to events occurring in one country sometimes demonstrate a “contagion” effect in which an entire region or class of investment is disfavored by international investors.
Consequently, there can be no assurance that the Argentine economy and securities markets will not be adversely impacted by events affecting developed economies, emerging markets or any of Argentina’s major trading partners, which could in turn adversely affect our business, financial condition and results of operations, and the market value of our shares and ADSs. Furthermore, a significant devaluation of the currencies of our trading partners or trade competitors may adversely affect the competitiveness of Argentina and consequently, adversely affect Argentina’s economy and our business, financial condition and results of operations.
We may be exposed to fluctuations in foreign exchange rates
Historically the devaluation of the Argentine peso has had a negative impact on the economy and has also led to an increase in inflation, which in turn has had a direct impact on the economy. In addition, our results of operations are exposed to currency fluctuations and any devaluation of the Argentine peso against the U.S. dollar and other hard currencies may adversely affect our business and results of operations. As our revenues are mainly collected in Argentine pesos, we are exposed to Argentine peso/U.S. dollar exchange rate risk of Argentine peso-denominated trade receivables.
On the other hand, a substantial increase in the value of the Argentine peso against the U.S. dollar could adversely affect Argentina’s economic competitiveness. A significant real appreciation of the Argentine peso would adversely affect exports and reduce Argentina’s trade surplus or cause a trade deficit, which could have a negative effect on Gross Domestic Product (“GDP”) growth and employment.
As a result of the historical Argentine peso’s volatility, the Argentine government and the BCRA implemented several measures and regulations to stabilize its value. See “Item 5. Operating and financial review and prospects—Macroeconomic conditions” and “Item 5. Operating and financial review and prospects—Liquidity and capital resources”.
We cannot predict whether, and to what extent, the value of the Argentine peso may depreciate or appreciate against the U.S. dollar or other hard foreign currencies, nor the way in which we will be able to pass-through those variations to the prices of our products and how any such fluctuations could affect the demand for the products we offer, thus affecting our business.
We are subject to exchange and capital controls
The Argentine government and the BCRA have implemented certain measures that control and restrict the ability of companies and individuals to access the foreign exchange market to purchase foreign currencies and to transfer such currencies abroad. Those measures include restricting access to the Argentine foreign exchange market for the payment of dividends to non-resident stakeholders, restrictions on the acquisition of any foreign currency to be held as cash in Argentina, requiring exporters to repatriate and settle in Argentine pesos in the local exchange market, limitations on the transfer of securities into and from Argentina, establishing certain mandatory refinancing of debt maturities, among others.
There can be no assurance that the BCRA or other government agencies will not increase or relax such controls or restrictions, make modifications to these regulations, impose further mandatory refinancing plans related to our indebtedness payable in currencies other than the Argentine peso, establish more severe restrictions on currency exchange, or maintain the current foreign exchange regime or create multiple exchange rates for different types of transactions, substantially modifying the applicable exchange rate at which we acquire currency to pay imports and/or to service our outstanding liabilities denominated in currencies other than the Argentine peso, all of which could affect our ability to comply with our financial obligations when due, raise capital, refinance our debt at maturity, obtain financing, execute our capital expenditure plans, and/or undermine our ability to pay dividends to foreign shareholders. Consequently, these exchange controls and restrictions could adversely and materially affect our business, financial condition and results of operations. See “Item 5. Operating and financial review and prospects—Liquidity and capital resources” and “Item 10. Additional information—Exchange regulations”.
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Variations in interest and exchange rates on our current and/or future financing arrangements may result in significant increases in our borrowing costs
As of December 31, 2025, 5% of our total debt is sensitive to changes in interest rates. Consequently, variations in interest rates could result in changes in the amount required to cover our debt service obligations and in our interest expense, thus affecting our financial condition and results of operations. Furthermore, as the Company may refinance its debts at maturity, an increase in market interest rates as of such dates could result in an increase in our interest expense for the future. See Note 4 to the Audited Consolidated Financial Statements.
Interest and principal amounts payable pursuant to debt obligations denominated in or indexed to U.S. dollars are subject to variations in the Argentine peso/U.S. dollar exchange rate that could result in a significant increase in Argentina peso terms in the amount of the interest and principal payments in respect of such debt obligations. If our revenues or other income are not able to effectively cover all or a significant portion of our currency risk exposure, a devaluation of the Argentine peso may have a material adverse effect on our financial condition and results of operations, see “Item 3. Key information—Risk factors—Risks relating to our business—Pricing of our products in Argentina and fluctuations in international prices of oil and refined products may adversely affect our results of operations”.
Changes in Argentine tax laws and/or the implementation of new export duties, other taxes and/or import regulations could adversely affect our business
We cannot assure that the Argentine government will not adopt additional changes and reforms in tax matters, nor that these reforms and those that may be adopted in the future will not adversely affect our business, financial condition and results of operations.
Historically the Argentine government has imposed duties on exports, including exports of hydrocarbon products. We cannot assure you that taxes and import/export regulations will not be modified in the future or that other new taxes or import/export regulations will not be imposed, which may adversely affect our business, financial condition and results of operations. See Notes 35.h) and 35.i) to the Audited Consolidated Financial Statements.
The Argentine government introduced changes in the corporate income tax rate and distribution of dividends tax rate in the last few years. We cannot assure you that the Argentine government will not adopt additional changes and reforms in the income tax rate, nor that these reforms and those that may be adopted in the future will not adversely affect our business, financial condition and results of operations. See “Item 10. Additional information—Taxation”.
Risks relating to our business
Pricing of our products in Argentina and fluctuations in international prices of oil and refined products may adversely affect our results of operations
Most of our revenues in Argentina are derived from sales of refined products (mainly, gasoline and diesel) and, to a lesser extent, natural gas and crude oil.
Our pricing policy for fuels takes into account several factors such as international and local crude oil prices, international prices of refined products, processing and distribution costs, biofuel prices, exchange rate volatility, local demand and supply, competition, inventories, export duties, local taxation, domestic margins for our products, among others. Our expectation is to align, over time, our local prices with those of international markets, while seeking to maintain a reasonable relationship between local prices of crude oil and fuels, without considering short-term fluctuations; however, we cannot assure you that other critical factors that are also considered in our pricing policy (including, but not limited to, changes in the exchange rate, or in international prices or potential legal or regulatory limitations, or other limitations that affect the ability of markets to deal with price changes), will not have an adverse impact on our ability to maintain such relation, while volatility and uncertainty in the international prices of crude oil and its derivatives, fluctuations in the value of the Argentine peso, will likely persist as they remain strongly influenced by conditions and expectations of world supply, demand and geopolitical tensions, among other factors, also potentially having an adverse effect on our export revenues.
If prices for our refined products do not match cost increases (including, but not limited to, local crude oil prices) or if the Argentine government establishes general price controls (including price freezes) on products that we commercialize such as fuels, it could have a negative effect on our business, financial condition and results of operations. See “Item 5. Operating and financial review and prospects—Macroeconomic conditions—Hydrocarbon market”.
Regarding the natural gas market, the revenues we obtain from selling natural gas in Argentina to certain segments, particularly residential clients and generation plants have been subject to government regulations and thus could be negatively affected by changing policies. In addition, we may face challenges in connection with the incentive programs established by the Argentine government for the natural gas industry, which are subject to certain regulations and commitments (in terms of investments and production). Changes in regulations or any breach by us to our obligations under such incentive programs could affect our projections or profitability. See “Item 4. Information on the Company—Business organization—LNG and Integrated Gas”.
The prices that we are able to obtain for our hydrocarbon products together with the actual volumes produced, processed and dispatched affect the viability of investments in new exploration, development and refining projects and, as a result, the timing and amount of our projected capital expenditures for such purposes. We budget capital expenditures by considering, among other things, market prices for our hydrocarbon products. Furthermore, we may be required to write down the carrying value of our property, plant and equipment if estimated crude oil and natural gas prices decline or if we have substantial downward adjustments to our estimated reserves, increases in our operating costs or increases in the discount rate that reflects the weighted average cost of the capital employed, among other factors. See “Item 5. Operating and financial review and prospects—Critical accounting estimates”.
An outbreak of a disease may have material adverse consequences on our operations
An outbreak of a pandemic, disease or similar public health threat may have material adverse consequences for the global economy, could materially and adversely affect our business, financial condition and results of operations as was the case with the COVID-19 pandemic. Some of the adverse effects, among others, could be: adverse impacts on financial markets; reduction in hydrocarbon products demand and, therefore, in our revenues, generating the reduction of our activity and investment levels; significant drop in the international crude oil price, resulting from the combined effect of a sharp drop in demand as well as the failure of hydrocarbon producers to orderly reduce supply; negative effects on Argentina’s economic environment; and substantial changes in companies and social behavior and the potential impact in the sale of fuels.
We cannot predict or estimate the future negative impact that a pandemic, disease or similar public health threat will have on our business, financial condition and results of operations, since it will depend on events outside of our control, including the intensity and duration of those events and the measures taken by governments worldwide, including the Argentine government, in order to contain them and/or mitigate the economic impact.
Our domestic operations are subject to extensive and changing regulation
The Argentine oil and gas industry is subject to changing governmental regulations and controls. As a result, our business is to a large extent dependent upon regulatory and political conditions prevailing in Argentina and our financial condition and results of operations may be adversely affected by regulatory and political changes in Argentina. We may face risks and challenges relating to government regulation and control of the energy sector, including laws, regulations and rules enacted by federal, provincial and local governments regarding the award of exploration permits and/or exploitation concessions, export controls, import restrictions (including those related to authorizations for the transfer of funds for foreign payments), investment requirements, taxation, price controls which may prevent the pass-through of increased costs, quality requirements for petroleum products, labor, hydraulic stimulation, drilling activities and other environmental aspects, among others. See “Item 5. Operating and financial review and prospects—Macroeconomic conditions”.
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Although Law No. 27,742 (“Bases Law”) established the free export of hydrocarbons and/or their derivatives subject to the Argentine Secretariat of Energy (“SE”)‘s non-objection, in recent years the Argentine government made certain changes in regulations and policies governing the energy sector to prioritize domestic demand at stable prices in order to sustain economic recovery, and we cannot assure that such regulations will not be implemented again in the future. See “Item 3. Key information—Risk factors—Risks relating to our business—We are and could be subject to further import and export restrictions, which may cause us to declare force majeure under certain contracts”. In addition, although the Bases Law promotes deregulation and a Large Investment Incentive Regime (“RIGI” by its acronym in Spanish), we cannot assure that changes to such regulations will not occur, and such changes could impact the Company’s projects assuming that these programs will remain in force.
We cannot assure you that changes in applicable laws and regulations, or adverse judicial or administrative interpretations of such laws and regulations, will not adversely affect our business, financial condition and results of operations. See Notes 18 and 35 to the Audited Consolidated Financial Statements.
Increased interest rates, uncertainty and illiquidity in credit and capital markets may impair our ability to obtain credit and financing, or obtain them on acceptable terms
Our activities are capital intensive and may require that we obtain credit and financing in order to execute our investment plans. Our ability to obtain such credit and funds depends largely on capital markets and liquidity factors that we do not control, including those related to the cost of financing. Our ability to access credit and capital markets at acceptable terms may be restricted at times when we would like, or need, to access those markets, which could have an adverse impact on our business, financial condition and investing activities.
As a result of many factors, including international and local financial market conditions, Argentina’s ability to renegotiate or repay its debts and its consequences on the economy and us, macroeconomic conditions, country risk premiums, exchange and capital controls, credit ratings agencies’ actions, banks and investors’ liquidity, among other factors, there can be no assurance that we will be able to repay or refinance our existing indebtedness at maturity in accordance with our plans.
In addition, we are regularly evaluated by the major credit rating agencies based on a number of factors, including our financial condition, the operating environment in which we operate, and factors affecting the oil and gas industry and macroeconomic conditions in general. Any downgrade in our credit rating or announcement that our credit rating is under review for possible downgrade could limit our ability to raise funds or increase the cost associated with any additional indebtedness we incur.
A significant percentage of our cash flow from operations is derived from counterparties that are governmental entities
In the normal course of business and considering that we are the largest integrated oil and gas company in Argentina, our portfolio of clients and suppliers includes private sector, state-owned companies and governmental entities.
If certain governmental counterparties do not pay accrued amounts in cash or cash equivalents, change the established conditions through alternatives not provided for in the respective contracts or plans or are only able to make such payments or redemptions through delivery of financial instruments that may delay collection in excess of our estimates, our business, financial condition and results of operations could be adversely affected (see “Item 7. Major shareholders and related party transactions—Related party transactions” and Note 36 to the Audited Consolidated Financial Statements). The inability of these customers to make payments, or to make payments in a timely manner or in full, may adversely affect our business, financial condition and results of operations. The aforementioned is applicable, among other receivables, to balances receivable from incentive programs structured by the Argentine government to promote hydrocarbon production, such as the Plan GasAr (see Note 35.f.1) to the Audited Consolidated Financial Statements).
We are and could be subject to further import and export restrictions, which may cause us to declare force majeure under certain contracts
The Bases Law, which amended Law No. 17,319, as amended by Law No. 27,007 (“Argentine Hydrocarbons Law”), established that international trade of hydrocarbons and its derivatives is free, according to the terms and conditions established by the Argentine Executive Branch. In this sense, through Regulatory Decree No. 1,057/2024, it was established that the SE may object in whole or in part to the export of hydrocarbons, only based on the technical and/or economic reasons that affect the security of supply in the domestic market. However, as of the date of this annual report, the prior authorization requirement and the criteria and procedures to authorize exports of crude oil and/or its derivatives have not been expressly abrogated (see Notes 35.a.1) and 35.b.1) to the Audited Consolidated Financial Statements).
In addition, although as of the date of this annual report there are no natural gas export restrictions in place affecting firm exports permits granted under Plan GasAr, in the past, the Argentine government took measures requiring us to divert part of our natural gas production away from exports to the domestic market restricting us from being able to meet our contractual gas export commitments in whole or in part, leading to disputes with our export clients and other service providers forcing us to declare force majeure under certain agreements.
Due to past restrictions, we are unable to assure whether any future measures will be adopted that could negatively affect our ability to export natural gas, export or import crude oil and diesel or other products and, accordingly, our business, financial condition and results of operations.
Our oil and gas reserves and production may decline
The rate of oil and gas production from upstream fields generally declines as reserves are depleted. If we do not successfully conduct exploration and development activities through geological and engineering studies, among others, in our fields, our estimated oil and gas reserves will decline as reserves are produced, and our business could experience reduced cash flows, resulting in an adverse effect on our financial condition and results of operations.
We face certain challenges in order to replace the crude oil and natural gas we produce. In addition, we expect that unconventional development will require us to maintain high levels of investments in future years, principally in connection with the Vaca Muerta formation. The financial viability of these investments and development efforts will generally depend on the prevailing economic and regulatory conditions in Argentina, as well as the local and international market prices of hydrocarbon products. These material risks are also inherent to the oil and gas industry.
We may not be able to replace our oil and gas reserves with cost-effective discovery, acquisition and development of new reserves, which could have a negative impact on our business, financial condition and results of operations.
Our oil and gas reserves are estimates
We estimate our reserves using geological and engineering data to determine with reasonable certainty whether the crude oil or natural gas in known reservoirs is recoverable and economically viable. The accuracy of reserves estimates depends on a number of factors, assumptions and variables, some of which are beyond our control. These factors over which we have no control include changes in prevailing crude oil and natural gas prices, which could have an effect on the quantities of our reserves; changes in the prevailing tax rules, other government regulations and contractual conditions after the date estimates are made (which could make reserves no longer economically viable to exploit); and certain actions of third parties, including the operators of fields in which we have an interest, among others.
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Factors susceptible to our control include, but are not limited to, drilling, testing and production, which results may affect the initial reserves estimates, depending on the quality of available geological, technical and economic data used by us and our interpretation thereof; the production performance of the reservoirs and the recovery rates, both of which depend in significant part on available technologies as well as our ability to implement such technologies and the relevant know-how; the selection of third parties with which we enter into business; and the accuracy of our estimates of initial hydrocarbons in place, which may prove to be incorrect or require substantial revisions.
The international price of crude oil has fluctuated significantly in the past. If these prices decrease significantly in the future or if domestic prices are set lower than in international markets, as well as any other substantial cost increase, our future calculations of estimated reserves would be based on lower prices, which could result in a removal of non-economic reserves from our reserves in future periods. See Note 2.c) “Oil and gas reserves” section to the Audited Consolidated Financial Statements.
As a result of the foregoing, reserves estimates are not precise and are subject to revisions. Any downward revision in our estimated quantities of reserves could adversely impact our financial results by leading to increased depreciation, depletion and amortization charges, resulting in impairment reviews of our property, plant and equipment which could reduce earnings and shareholders’ equity in the period in which it occurs.
See “Item 4. Information on the Company—Business organization—Upstream—Oil and gas reserves”.
Oil and gas activities are subject to significant economic, social, environmental and operational risks
Oil and gas exploration and exploitation activities are subject to particular economic and industry-specific operational risks, some of which are beyond our control, such as equipment and transportation risks, natural hazards and other uncertainties, including those relating to the physical characteristics of onshore and offshore oil and gas fields. Our operations may be curtailed, delayed or cancelled due to bad weather conditions, mechanical difficulties, shortages or delays in the delivery of equipment, compliance with governmental requirements, fire, explosions, blow-outs, pipe failures, abnormally pressured formations, strikes by our own or third-party employees and environmental hazards, such as oil spills, gas leaks, ruptures or discharges of toxic gases. In addition, we operate in politically sensitive areas where the native population has interests that may conflict with our production or development objectives. If these risks materialize, our operations may suffer substantial operational losses and disruptions and our reputation may be harmed, which could materially and adversely affect our business, financial condition and results of operations. Additionally, if any operational incident occurs that affects local and/or ethnic communities in nearby areas, we will need to incur additional costs and expenses in order to restore affected areas and compensate for any damages we may cause. These additional costs may have a negative impact on the profitability of the projects we may decide to undertake.
Drilling may be unprofitable, not only with respect to dry wells, but also with respect to wells that are productive but do not produce sufficient revenues to return a profit after drilling, operating and other costs are considered.
Our oil and gas field facilities, refineries and logistics network are our principal production facilities and distribution network on which a significant portion of our revenues depends. Although we insure our properties under terms that we deem prudent and have adopted and maintain safety measures, any significant damage, accident, or other production stoppage at our facilities or in our network could adversely and materially affect our production capabilities, financial condition, and results of operations.
We rely on suppliers of goods and services for the operation and execution of our projects and, as a result, we may be both adversely affected by failures, delays and/or increased costs of such suppliers, or the quality of the products provided by such suppliers. In these cases, we may ultimately need to postpone our projects, which may have an adverse effect on our financial condition and results of operations. Additionally, there may be risks of delays in the customs clearance process caused by external factors or import restrictions, which may impact the supply of goods to us and affect our operations and projects.
Our business depends on complex, long-term and capital-intensive projects
Our projects require a high degree of project management expertise to maximize efficiency. We use a range of crude oil product prices, natural gas prices, costs, taxes, among other assumptions, which we review on a periodic basis. These assumptions help us evaluate our projects through a robust capital allocation process. If our assumptions prove to be incorrect, our earnings, cash flows and financial condition could be materially affected.
Specific factors that can affect the performance of major projects (including those in the Vaca Muerta formation and the Argentina LNG project) include our ability to: successfully negotiate with joint ventures partners, governments, suppliers, unions, customers or others; model and optimize reservoir performance; develop production facilities and distribution network; develop markets for project outputs; obtain project approvals and funding by joint venture partners; obtain financing at reasonable costs and on reasonable terms; have sufficient treatment and transportation capacity in place to be able to fully evacuate our crude oil and natural gas production growth; access to and availability of equipment and necessary technology, services and personnel; manage changes in operating conditions and costs, including costs of third-party equipment’s or services; prevent, to the extent possible, and respond effectively to unforeseen technical difficulties that could delay project start-ups or cause unscheduled project downtimes. Moreover, increasing unconventional oil production requires the adjustment of our refineries and other facilities to enlarge the proportion of light crude oils to be processed to be able to remain vertically integrated.
We conduct most of our major projects (including unconventional exploitation operations and the Argentina LNG project) through joint operations and as a result, the continuation of such joint operations is vital to their success. In the event that any of our business partners were to decide to terminate the relationship in respect of a joint operation or sell their interest in a joint operation, we may not be able to replace that business partner or obtain the necessary financing to purchase that business partner’s interest. Accordingly, our failure to resolve disagreements with our business partners or to maintain our joint operations could adversely affect our ability to conduct the underlying operations of such joint operations, which, in turn, could negatively affect our financial condition and results of operations.
Our business depends to a significant extent on our production facilities and logistics network. We may face risks related to restrictions or limitations to evacuate our crude oil and natural gas production as a result of the lack or limited capacity of infrastructure to process and/or transport production. Most of the expansion capacity investments will be carried out through our midstream affiliates, which we do not control (for example, Oleoductos del Valle S.A. (“Oldelval”), VMOS S.A. (“VMOS”), etc.).
We may continue to consider acquisition opportunities, which may not be successful
We have occasionally expanded our business through certain acquisitions and will continue to consider attractive acquisition opportunities that we believe may offer additional value and are consistent with our active portfolio management strategy. However, we cannot assure you that we will be able to identify suitable acquisition opportunities, or if identified, to acquire them; nor that we will be able to successfully complete the integration of new businesses and capture expected synergies, as such integrations entail significant risks, including valuation adjustments and the assumption of undisclosed liabilities, which could have a material adverse effect on our business, results of operations, cash flow or financial condition.
Additionally, some of our subsidiaries, joint ventures and associates’ investment projects have been or could be guaranteed by YPF S.A., resulting in the incurrence of additional guaranteed debt and causing us to become liable for such obligations. If such subsidiaries, joint ventures and associates are unable or fail to pay any of their indebtedness in respect of which YPF S.A. has provided a guarantee, we may be required to pay all amounts due under such indebtedness up to our ownership in capital stock with respect to the defaulted company, which may affect our financial condition. See Note 34.d) to the Audited Consolidated Financial Statements.
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YPF | Form 20-F | 2025
We may fail to execute in whole or in part our optimization plan of the conventional upstream portfolio
An important part of YPF’s success depends on our ability to successfully manage our overall portfolio, including diversification among types and locations of our projects and strategies to divest assets.
On February 29, 2024, YPF’s Board of Directors resolved the disposal of certain groups of assets, mainly mature fields from Golfo San Jorge, Neuquina, Cuyana and Austral basins. This disposal of assets related to mature fields, named “Mature Fields Project”, is consistent with the Company’s management plans, which considers that the ongoing portfolio optimization through the divestment of non-core assets, such as mature fields, is one of the drivers on which YPF’s strategy is based, focusing on activities and investments in unconventional fields. In this sense, during 2024 and significantly in 2025, the Company made progress in the execution of assignment agreements. Additionally, in 2025, the Company included further conventional exploitation concessions to the optimization plan of the conventional upstream portfolio.
However, as of the date of this annual report, the Company maintains groups of assets as held for sale for which assignment agreements have not yet been signed and continue in negotiations with third parties for their disposal or reversal, and/or are still subject to the fulfillment of closing conditions, including applicable regulatory and provincial approvals. Although we remain committed to the plan and active negotiations for the disposal of such assets with third parties are in place, the failure to conclude in part the optimization plan of the conventional upstream portfolio may adversely affect our business, results of operations and cash flow.
In addition, we cannot assure that (i) we will be able to divest assets at a price or in the timeline contemplated in our plan, and/or (ii) we will not retain certain liabilities (whether known or unknown) by operation of applicable law in respect of divested assets following a divestment, including costs and expenses arising from eventual abandonment of wells and any required environmental remediation, among others, for which we may remain liable despite contractual provisions in our divestment agreements for the assumption of such costs and liabilities by the transferee of such assets. Additionally, as part of the implementation of the optimization plan of the conventional upstream portfolio, we have decided to revert certain fields to the granting provincial authorities (as opposed to an assignment to a third party), we were required by such authorities to make additional payments at the time of such reversions and/or remain liable for such costs and expenses in respect of the assets under such reversion.
See “Item 4. Information on the Company—Business organization—Upstream”, “Item 5. Operating and financial review and prospects—Liquidity and capital resources—Capital investments, expenditures and divestitures—Capital divestitures” and Note 11.a) to the Audited Consolidated Financial Statements.
We may not have sufficient insurance to cover all the operating hazards to which we are subject
Our operations are subject to extensive economic, operational, regulatory, legal and cybersecurity risks. We maintain insurance covering us against certain risks inherent in the oil and gas industry in line with industry practice, including loss of or damage to property and equipment, control of well incidents, loss of production or income incidents, removal of debris, sudden and accidental seepage pollution, clean up and third-party liability claims, including personal injury and loss of life, among other business risks. However, our insurance coverage, as usual, is subject to deductibles and limits on the maximum insured amounts of coverage which, in certain cases, may be materially exceeded by our losses and liabilities. In addition, certain of our insurance policies contain exclusions that could leave us with limited coverage in certain events.
Moreover, we may not be able to maintain adequate insurance at rates or on terms that we consider reasonable or acceptable or be able to obtain insurance against certain risks that materialize in the future. If we experience an incident against which we are not insured, or the costs of which materially exceed our coverage, it could have a material adverse effect on our business, financial condition and results of operations.
Argentine oil and gas exploitation concessions and exploration permits are subject to certain conditions and may be cancelled or not renewed
The extension of our exploitation concessions and/or exploration permits includes, among others, certain level of investment and activity commitments in certain periods. Non-compliance with the obligations and standards set out under the Argentine Hydrocarbons Law or agreements with the governmental authorities, as applicable, may also result in the imposition of fines and in the case of material breaches, following the expiration of applicable cure periods, the revocation of the concession or permit. We cannot assure you that non-compliance with certain commitments, as a result of relevant different conditions prevailing in the domestic and/or international oil and gas markets at different times, would not result in the imposition of fines or expiration of certain concessions or permits. See “Item 4. Information on the Company—Business organization—Upstream—Exploration permits and exploitation concessions in Argentina” and Note 35.a) to the Audited Consolidated Financial Statements.
We cannot provide assurances that any of our concessions and/or permits will be extended or renewed. The termination of, or failure to obtain the extension of a concession or permit, or its revocation, could have a material adverse effect on our business, financial condition and results of operations.
The oil and gas industry is competitive and our ability to achieve our strategic objectives and expand our business depends on our ability to successfully compete in the market and react to competitive forces
We compete with the major companies of the oil and gas industry operating in Argentina, mainly in the acquisition of licenses, exploration permits and exploitation concessions, as our competitors may be able to pay more for exploitation concessions and exploration permits and to evaluate, bid for and purchase a greater number of concessions and permits than our financial resources allow. In addition, there is substantial competition for capital available for investment in the oil and natural gas industry.
We are also affected by competition for drilling rigs and the availability of related equipment, which could lead to higher costs and/or shortages of resources. Additionally, the foreign exchange regime established in Argentina in the past decades has generated entry barriers for international service providers, therefore limiting the supply of oilfield goods and services in the country (see “Item 10. Additional information—Exchange regulations”).
Furthermore, if companies in the oil and gas industry advance more rapidly or pursue different paths in the development and deployment of new technologies, and if we do not effectively leverage progress in digital technologies, including artificial intelligence (“AI”), we could be adversely affected. Failure to remain commercially and technologically competitive could limit our ability to access new opportunities, which, in turn, may adversely affect our financial performance and our ability to execute our strategy.
As a result of the aforementioned factors, we may not be able to compete successfully in the future which could have a material adverse effect on our business, financial condition or results of operations. See “Item 4. Information on the Company—Competition”.
We may incur significant costs and liabilities related to environmental, health and safety matters
Operations in the oil and gas industry in which we participate, including those related to our mining and use of sand for purposes of our oil and gas operations, are subject to a wide range of environmental, health and safety laws and regulations. These laws and regulations have a substantial impact on our operations and could result in material adverse effects on our financial condition and results of operations. A number of events related to environmental, health and safety matters, including changes in applicable laws and regulations, adverse judicial or administrative interpretations of such laws and regulations, changes in enforcement policy, the occurrence of new litigation or development of pending litigation, and the development of information concerning these matters, could result in new or increased liabilities, capital expenditures, reserves, losses and other impacts that could have a material adverse effect on our financial condition and results of operations.
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Furthermore, water is an essential component of both the drilling and hydraulic fracturing processes. The Company regularly disposes of the fluids produced from oil and gas production operations. Increased regulation or limitations to the use of water for our operations, or increased scrutiny or limitations on the injection of produced water through injection wells, which could also result in increased litigation, could adversely affect our results of operations and financial condition. See “Item 8. Financial information—Legal proceedings” and “Item 4. Information on the Company—Our environmental, social and governance (“ESG”) commitment”.
Climate change and changes in future demand for energy products could affect our business
Climate change challenges and the commitments made globally to move towards a lower carbon economy could have an impact on YPF’s business and may involve risks related to changes in public policies, laws and regulations, markets, technologies, physical impacts on properties and operations associated with extreme climate events.
More stringent climate change commitments, as well as regulations and policies have been implemented in recent years by a significant number of countries, including the adoption of new regulatory requirements to reduce carbon dioxide (“CO2”) equivalent (“CO2e”) emissions, such as carbon taxes, increased efficiency standards or the adoption of cap-and-trade regimes. New regulations or requirements could impact YPF’s business whether in a direct way through changes in taxation or other costs to operations, or indirectly, through changes in technology, access to financing or consumer behavior.
There is local legislation on climate change and energy transition as it is described in “Item 4. Information on the Company—Our environmental, social and governance (“ESG”) commitment—Environmental matters in Argentina—Environmental regulations” related to the implementation of policies, strategies, actions, programs and projects to prevent, mitigate or minimize the damages or impacts associated with climate change.
If additional requirements were adopted in Argentina, these requirements could add to our production costs (including compliance related costs such as for monitoring or reducing greenhouse gas (“GHG”) emissions) adversely impact our competitiveness or stimulate part of the hydrocarbon demand toward lower-carbon energy sources such as renewable energies.
In 2023, the International Sustainability Standards Board (“ISSB”) issued two standards, IFRS S1 and S2, on sustainability and climate change-related disclosures aimed at capital markets. These standards are effective for annual reporting periods beginning on or after January 1, 2024. However, the adoption of those standards is not mandatory for YPF as the applicable local and international regulators have not yet adopted them. In March 2024, the SEC adopted rules on climate change-related disclosures. According to such rules, the first disclosures for large accelerated filers, such as YPF, were due in filings for fiscal years beginning on or after January 1, 2025. However, in April 2024, these rules were stayed as there are lawsuits challenging the legality of the rules in the U.S. Courts. As of the date of this report, the stay of these rules remains in effect, and it is uncertain whether these rules will be implemented or, if implemented, whether in their current form or a modified version. It is uncertain whether these or other climate disclosure rules may be adopted and apply to us in the future. Consequently, our processes and controls for reporting climate change-related disclosures may evolve in the future, including to respond to any requirements of the new rules or standards of the SEC, which could result in significant revisions to our new climate change-related disclosures. Furthermore, compliance with such rules or standards, if mandatory in the future, may result in additional legal, operational and administrative compliance costs.
The risks associated with climate change could impact our operations due to severe climate events, more uncertainty over future demand and prices for hydrocarbon products, more difficulties for us to access capital due to reputational issues with investors, tendency of financing other lower-risk sectors, changes in the consumer profile reducing its consumption of fossil fuels, talent attraction and changes in the world economy towards a lower carbon matrix with the insertion of complementary or substitute energy products for fossil fuels and the increasing use of electricity for urban mobility, among others. These factors could have a negative impact on the demand for our products and services and the development of our businesses, adversely impacting our operating and financial results and limiting our growth opportunities.
In addition, the pace and extent of the energy evolution could pose a risk to the Company if our product portfolio does not move in sync with society and the energy industry. If we are slower than society, our reputation may suffer and customers may prefer a different supplier which would adversely impact demand for our products, including the market value of our unconventional acreage and associated resources we expect to develop in the future. If we move faster than society, we risk investing in technologies, markets or low-carbon products that are unsuccessful because there is limited demand for them. Our failure in this regard could have a material adverse effect on our business, financial condition and results of operations.
We face risks relating to legal proceedings which may cause significant costs and losses
We are often involved in labor, commercial, civil, tax, criminal, environmental and administrative proceedings that, either alone or in combination with other proceedings, could, if resolved in whole or in part adversely to us, result in the imposition of material costs, fines, judgments or in other losses. While we believe that we have provisioned for such risks appropriately based on the opinions and advice of our external legal advisors and in accordance with applicable accounting rules, certain loss contingencies are subject to change as new information develops and it is possible that losses resulting from such risks could exceed any accruals we have provided and, consequently, could have a material adverse effect on our business, financial condition and results of operations.
In particular, we are party to proceedings filed by Petersen Energía Inversora, S.A.U., Petersen Energía, S.A.U., Eton Park Capital Management, L.P., Eton Park Master Fund, LTD. and Eton Park Fund, L.P., former holders of YPF S.A. ADRs evidencing ADSs, against the Argentine Republic and us, which are currently pending in the U.S. Court of Appeals for the Second Circuit. If these proceedings were to be resolved adversely to us, we could be held liable for significant costs and losses and our financial condition and results of operations could be materially and adversely affected. Moreover, plaintiffs in these and other proceedings against the Argentine Republic were granted court orders for the turnover of YPF S.A. shares held by the Argentine Republic. The turnover orders are currently subject to a stay, pending the Republic’s appeal of the orders. We are not a party to the turnover proceedings.
In addition, we may be subject to liabilities related to labor, commercial, civil, tax, criminal, environmental or administrative contingencies undisclosed to us when we acquire new businesses, in which case our business, financial condition and results of operations may be materially and adversely affected.
For additional information, see “Item 8. Financial information—Legal proceedings”.
We may be subject to organized labor action
Our operations have been affected by organized work disruptions and stoppages in the past and we cannot assure you that we will not experience them in the future, which could adversely affect our business and results of operations, especially in the context of diminished investment activities. Labor demands are commonplace in Argentina’s energy sector and unionized workers have blocked access to and damaged our properties in the past and thus we can provide no assurances for that not to happen again in the future.
Our performance is largely dependent on recruiting and retaining key personnel
Our current and future performance, the successful implementation of our strategy and the operation of our business are dependent upon the contributions of our senior management and our highly skilled team of engineers and other employees. Our ability to continue to rely on these key individuals is dependent on our success attracting, training, motivating and retaining key management and commercial and technical personnel with the necessary skills and experience. There is no assurance that we will be successful in attracting and retaining key personnel such as senior management, highly skilled team of engineers and other employees, and if so, to do it on a timely basis. Failure to retain key personnel or the inability to recruit suitable replacements or additional staff could have a material adverse effect on our business, financial condition and results of operations.
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We may suffer information technology system failures, network disruptions and breaches in data security
As dependence on digital technologies is expanding, cybersecurity incidents, including deliberate attacks or unintentional events, have been increasing worldwide. We rely on digital technologies to estimate quantities of oil and gas reserves, analyze seismic and drilling information, process and store financial and operating data, as well as to support our internal communications and interactions with our third-party business partners. Cyber-attacks could compromise our digital systems, information systems and related infrastructure, or those of our business partners, and result in additional costs and disruptions to our business operations or the loss of our data and negatively impact our operations in a variety of ways and, therefore, our business, financial condition and results of operations, including but not limited to: unauthorized access to strategic and sensitive information potentially impacting on our ability to compete for oil and gas resources; data corruption or operational disruption of production-related infrastructure that could result in a loss of production, or accidental discharge; disruption of our operations, communications, or processing of transactions or the loss of, or damage to, sensitive information, facilities, infrastructure and systems; cyber-attacks on a service provider that could result in supply chain disruptions, which could delay or halt our major business projects; and attacks on our accounting systems, business applications with customers, or accounts payable and receivable systems which could expose us to liability to employees, customers and third parties if their sensitive personal information is obtained. Additionally, the adoption of new technologies (such as AI) that favor system interconnectivity are factors that increase the range of attacks to our information technology systems.
Although we have adopted, and continue to adopt, what we believe are the appropriate measures to ensure the proper functioning of our digital technologies and operating systems, as well as to ensure that the information of our customers, suppliers and employees is protected, no assurance can be given that we will not be subject to any cyberattacks or system failures, which can adversely affect our business and results of operations. Additionally, certain cybersecurity incidents, such as surveillance, may remain undetected for an extended period. In addition, during 2025, we have registered an increase in attempted attacks and, like other companies in the industry, were exposed to malware infections, which did not result in a material negative impact on our operations.
In addition, the risk and exposure to these matters cannot be fully calculated nor mitigated because of, among others, the evolving nature of these threats.
Our derivative risk management activities could result in financial losses
We may enter into derivative financial instruments such as foreign exchange, interest rate and commodity hedges, among others, to mitigate market risks of certain present or future assets or liabilities to whose prices we are exposed. Although we would only execute non-speculative trades, we might be exposed to adverse fluctuations in the price of the assets underlying the derivative contracts, these might fail to provide perfect hedging for the nature of the risks or our counterparties might fail to perform their obligations, which could result in financial losses and adversely affect our business, financial condition and results of operations.
Our actual oil and gas production could differ materially from our forecasts
From time to time, we provide forecasts of expected quantities of future crude oil and natural gas production and other financial and operating results. These forecasts are based on a number of estimates and assumptions, including that none of the risks associated with our oil and gas operations summarized in this section “Risk factors” occur. Production forecasts, specifically, are based on assumptions such as expectations of oil and gas production from existing wells, the level and outcome of future drilling activity, the availability of treatment and transportation infrastructure, the level of natural gas demand, and the absence of facilities or equipment malfunctions, adverse weather effects, the occurrence of a pandemic disease or downturns in commodity prices or significant increases in costs, which could make certain drilling activities or oil and gas production uneconomical. Should any of these estimates prove inaccurate, or should our development plans change, actual oil and gas production or other forecasted financial or operating metrics could be materially and adversely affected.
We have limited control over the day-to-day activities carried out on properties that we do not operate
Some of the properties in which we have an interest are operated by other companies and involve third-party working interest owners. As a result, we have limited control over the day-to-day operations of these companies and third parties, including their compliance with environmental, safety and other regulations, which, in turn, could have a material adverse effect on our business, financial position, results of operations and our reputation.
We could be affected by violations of anti-corruption, anti-bribery, anti-money laundering and other national and international regulations
Although we have developed a comprehensive compliance program and we have internal policies and procedures designed to ensure compliance with anti-fraud, anti-bribery and anti-corruption laws and sanctions regulations, 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 inappropriate practices, fraud or violations of such laws and regulations by employees, directors, officers, business partners, agents, suppliers and customers. Noncompliance with such laws and regulations could have a material adverse effect on our business, reputation, results of operations and financial condition. In addition, we may be subject to enforcement actions, investigations and proceedings by authorities for alleged infringements of these laws which may result in penalties, fines, sanctions or other forms of liability and could have a material adverse effect on our reputation, business, financial condition and results of operations. See “Item 9. The offer and listing—Anti-money laundering and counter terrorism financing regulations” and “Item 9. The offer and listing—Law No. 27,401 on corporate criminal liability”.
If we fail to comply with the covenants set forth in our credit agreements and indentures, or upon the occurrence of a change of control in YPF S.A., we may be required to prepay our debt
Under the terms of our credit agreements and indentures, if we fail to comply with the covenants set forth thereunder or if we fail to cure any breach thereof during a specified period of time, we may be in default of our obligations, which in turn would limit our future borrowing capacity. In the case of our secured notes due 2031 and the secured pre-export loan, under certain conditions, holders may elect to accelerate payments, and if that is the case, we may lose access to the collateral underlying those debt facilities. In particular, these secured debt obligations have a collateral associated with some of YPF’s exports. Therefore, any future restrictions on our ability to enter into such export transactions may result in a breach of the covenants under the secured debt obligations. To the extent we default on any of our obligations or upon the occurrence of other events of default, we would expect to actively pursue formal waivers from the corresponding counterparties to these agreements, in order to avoid the acceleration of any amounts owed thereunder or any other adverse effect. However, if the corresponding waivers are not timely obtained in accordance with the terms of our credit agreements and indentures, our business, financial condition and results of operations could be adversely affected. For example, certain of our credit agreements and indentures contain cross-default or cross-acceleration provisions, pursuant to which a default or acceleration under one debt instrument may trigger default or acceleration under other debt instruments, even if we are otherwise in compliance with the covenants under such other debt instruments. As a result, a default under one debt instrument could result in the default and/or acceleration of a material portion of our outstanding indebtedness. See “Item 5. Operating and financial review and prospects—Liquidity and capital resources—Covenants in our indebtedness” and “Item 5. Operating and financial review and prospects—Liquidity and capital resources—Loans”.
In addition, upon the occurrence of a change of control in YPF S.A. (as defined in many of our financial debt instruments), we may be required to make an offer to purchase certain of our outstanding bonds at a price of 101% of their principal amount (plus accrued and unpaid interest), and certain of our other financial debt may be subject to mandatory prepayment triggered by such change of control, subject to certain conditions. If the Argentine Republic disposes of or ceases to control a majority of our voting shares, including as a result of actions taken by judgment creditors of Argentina to seize control of Argentina’s assets, we may become subject to these change of control provisions included in our financial debt credit agreements and indentures. For example, plaintiffs in proceedings against the Argentine Republic were granted court orders for the turnover of YPF S.A. shares held by the Argentine Republic. The turnover orders are currently subject to a stay, pending the Republic’s appeal of the orders. We are not a party to the turnover proceedings. See Note 33.b.2) to the Audited Consolidated Financial Statements.
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Our source of funds for any such repurchases of bonds and mandatory prepayments will be available cash or other sources, including new borrowings, sales of assets or sales of equity, if available. Our sources of cash may not be enough or adequate to allow us to immediately repurchase or prepay our indebtedness upon a change of control, which in turn may result in an event of default under agreements governing many of our debt facilities and would have a material adverse effect on our business, results of operations and financial condition.
Risks relating to our Class D shares and ADSs
The market price for our shares and ADSs may be subject to significant volatility
The market price of our ordinary shares and ADSs may fluctuate significantly due to a number of factors, including, among others, our actual or forecasted financial and operating results, speculation over the impact of the Argentine government as our controlling shareholder on our business and operations, the behavior of the local and/or international markets, variations in international and/or local crude oil prices, pandemic diseases, investor perceptions of investments relating to Argentina and political and regulatory developments affecting our industry or YPF S.A. and/or reports about us published by securities or oil and gas industry analysts. Factors such as the above-mentioned have led and could lead to considerable volatility in the market price of our shares and ADSs. Additionally, sales of a substantial number of Class D shares or ADSs by any present or future relevant shareholder or ADS holder could decrease the trading price of our Class D shares and ADSs. Given that there are outstanding judgments against the Argentine Republic, judgment creditors have sought and could seek to obtain control over certain of Argentina’s assets, potentially including the Argentine Republic’s shares in YPF S.A. For example, plaintiffs in proceedings against the Argentine Republic were granted court orders for the turnover of YPF S.A. shares held by the Argentine Republic. The turnover orders are currently subject to a stay, pending the Republic’s appeal of the orders. We are not a party to the turnover proceedings. For additional information, see Note 33.b.2) to the Audited Consolidated Financial Statements. We cannot assure you that factors that could affect the market price of our ordinary shares and ADSs will not have a material adverse effect on the trading values of our securities. See “Item 9. The offer and listing”.
Additionally, if the bid price of our ADSs were to close below the required minimum 30-day average of US$ 1.00 per share, we may receive a deficiency notice from the New York Stock Exchange (“NYSE”) regarding our failure to comply with this requirement. To the extent that we are unable to timely resolve such listing deficiency, there is a risk that our ADSs may be delisted from the NYSE, which would adversely impact liquidity of our ADSs and potentially result in even lower bid prices for them. In addition, if the NYSE approves the delisting of our ADSs, Bolsas y Mercados Argentinos S.A. (“BYMA”) may require the delisting of our shares listed in such stock market.
Certain strategic transactions require the approval of the Argentine government as the sole holder of our Class A shares, or may entail a cash tender offer for all of our outstanding shares or securities convertible into shares
Pursuant to our bylaws, the approval of the Argentine government, the sole holder of our Class A shares, is required to undertake certain strategic transactions, including: (i) a merger; (ii) an acquisition of shares by a third-party representing more than 50% of YPF S.A.’s capital stock; (iii) the transfer to third parties of all the exploration and exploitation rights granted to YPF S.A. pursuant to the Argentine Hydrocarbons Law, applicable regulations thereunder or the Privatization Law, if such transfer would result in the total suspension of YPF S.A.’s exploration and exploitation activities; (iv) the voluntary dissolution of YPF S.A.; (v) the transfer of the legal or fiscal domicile of YPF S.A. to a country other than Argentina; and (vi) an acquisition that would result in the purchaser holding 15% or more of our capital stock, or 20% or more of the outstanding Class D shares. According to our bylaws, the transactions described in (iii) and (iv) above also require the prior approval of the Argentine Congress. We cannot assure you that decisions taken by the sole holder of our Class A shares would not differ from your interests as a shareholder. See “Item 3. Key Information—Risk factors—Risks relating to Argentina—The Argentine Republic owns 51% of the shares of YPF S.A.”, “Item 4. Information on the Company—History and development of YPF S.A.” and “Item 10. Additional information—Certain provisions relating to acquisitions of shares”.
Capital controls imposed by the Argentine government may impair your ability to receive dividends and distributions on, and the proceeds of any sale of, the Class D shares underlying the ADSs
The Argentine government is empowered, for reasons of public emergency, to establish the system that will determine the exchange rate between the Argentine peso and foreign currency and to impose exchange regulations. Under current BCRA regulations, the transfer of funds abroad to pay dividends to non-resident shareholders currently requires BCRA approval unless certain conditions are met in accordance with regulations issued by the BCRA. Further restrictions on the movement of capital to and from Argentina could be imposed and impair or prevent the conversion of dividends, distributions, or the proceeds from any sale of Class D shares, as the case may be, from Argentine pesos into U.S. dollars and the remittance of the U.S. dollars abroad. See “Item 10. Additional information—Exchange regulations—Specific provisions on access to the Foreign Exchange Market—Profit and dividend payment”.
Under the terms of our deposit agreement with the depositary for the ADSs, the depositary will convert any cash dividend or other cash distribution we pay in Argentine pesos on the shares underlying the ADSs into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States, pursuant to the aforementioned regulations. If this conversion is not possible for any reason, including regulations of the type described herein (or future regulations and restrictions that may be enacted) or if any approval or license of any government or agency thereof that is required for such conversion is not filed or sought by the depositary or is not obtained within a reasonable period as determined by the depositary, the deposit agreement allows the depositary to distribute cash dividends or cash distributions in Argentine pesos only to those ADRs holders to whom it is possible to do so or, in its discretion, hold such Argentine pesos uninvested. If the exchange rate fluctuates significantly during a time when the depositary cannot convert the Argentine pesos, you may lose some or all of the value of the dividend distribution. See “Item 10. Additional information—Dividends”.
We may not be able to pay, maintain or increase dividends
Our ability to pay, maintain or increase dividends is based on many factors, including our current and cumulative net income, capital expenditures required under our investment plans, future debt service payments, restrictive covenants on our financial debt agreements, working capital needs, legal, regulatory, tax, and/or contractual restrictions and general economic and financial conditions. A change in any of these factors could affect our ability to pay, maintain or increase dividends, and the amount of any dividend paid may vary from year to year. See “Item 10. Additional information—Dividends”.
We are traded on more than one market and this may result in price volatility; in addition, investors may not be able to easily transfer securities to take advantage of pricing opportunities for trading between such markets
Trading in ADSs and Class D shares in the United States and Argentina, respectively, uses different currencies (U.S. dollars on the NYSE and Argentine pesos on the Mercado de Valores de Buenos Aires (“S&P MERVAL”)), and takes place at different times (resulting from different trading platforms, different time zones, different trading days and different public holidays in the United States and Argentina), resulting in potential differences in the trading prices of ADSs and Class D shares on these two markets. Any decrease in the price of Class D shares on the S&P MERVAL could cause a decrease in the price of ADSs on the NYSE. Investors could seek to sell or buy Class D shares or ADSs to take advantage of price differences between the markets through a practice referred to as “arbitrage”. Any arbitrage activity could create unexpected volatility in the trading prices of ADSs or Class D shares. In addition, holders of ADSs will not be immediately able to surrender their ADSs and withdraw the underlying Class D shares for trading without effecting necessary procedures with the depositary. This could result in time delays and additional costs for holders of ADSs.
Under Argentine law, shareholder rights may be different from other jurisdictions
Our corporate affairs are governed by our bylaws and by the Argentine General Corporations Law No. 19,550 (as amended, “Argentine General Corporations Law”), which differ from the legal principles that would apply if we were incorporated in a jurisdiction in the United States or in other jurisdictions outside Argentina. In addition, rules governing the Argentine securities markets are different and may be subject to different enforcement in Argentina than in other jurisdictions.
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You may be unable to exercise preemptive, accretion or other rights with respect to the Class D shares underlying your ADSs
Holders of ADSs may not be able to exercise the preemptive or accretion rights relating to the shares underlying the ADSs unless a registration statement under the U.S. Securities Act of 1933 (“Securities Act”) is effective with respect to those rights or an exemption from the registration requirements of the Securities Act is available. We are not obligated to file a registration statement with respect to the shares relating to these preemptive rights, and we cannot assure you that we will file any such registration statement. Unless we file a registration statement or an exemption from registration is available, holders may receive only the net proceeds from the sale of their preemptive rights by the depositary or, if the preemptive rights cannot be sold, they may lapse. As a result, U.S. holders of Class D shares or ADSs may suffer dilution of their interest in our company upon future capital increases.
In addition, under the Argentine General Corporations Law, foreign companies that own shares in an Argentine company are required to register with the National Corporations Registry (under the purview of the Ministry of Justice) in order to exercise certain shareholder rights, including voting rights. In the event that a non-Argentine company owns our Class D shares directly (rather than in the form of ADSs) and it fails to register with the National Corporations Registry, its capacity to exercise its rights as a holder of our Class D shares may be limited. Pursuant to Law No. 26,831, as amended (the “Capital Markets Law”) and to the CNV Rules, foreign companies that are shareholders of publicly traded corporations such as YPF S.A. may participate and vote in the shareholders’ meetings through duly authorized attorneys in fact. See “Item 10. Additional information—Preemptive and accretion rights”.
You may be unable to exercise voting rights with respect to Class D shares underlying your ADSs at our shareholders’ meetings
The depositary will be treated by us for all purposes as a shareholder with respect to the shares underlying ADSs. A holder of ADSs representing the shares being held by the depositary will not have direct shareholder rights and may exercise voting rights with respect to the Class D shares represented by the ADRs only in accordance with the deposit agreement relating to ADSs. While our direct shareholders will be able to exercise their voting rights either by attending the meeting in person or by proxy, ADR holders may only exercise their voting rights by either withdrawing the shares underlying their ADRs in time for the meeting or instructing the depositary (upon receipt of a notice of the meeting from the depositary) on how to vote the Class D shares underlying the ADSs represented by their ADRs. Due to these procedural steps involving the depositary, the process for exercising voting rights may take longer for ADR holders than for holders of Class D shares. If no such instructions are received, the depositary shall vote the Class D shares represented by ADSs in accordance with the recommendations YPF S.A.’s Board of Directors made to all holders of ADSs and shares, unless the depositary is prohibited from doing so by any applicable provision of Argentine law.
Shareholders and ADS holders outside of Argentina may face additional investment risks from currency exchange rate fluctuations in connection with their holding of our Class D shares or ADSs
We are organized under the laws of Argentina and future dividends on our Class D shares will be determined in the legal tender in Argentina, which is the Argentine peso. The Argentine peso has historically fluctuated significantly against many major world currencies, including the U.S. dollar. A devaluation of the Argentine peso would likely adversely affect the U.S. dollar or other currency equivalent of any dividends paid on our Class D shares and could result in a decline in the value of our Class D shares and ADSs as measured in U.S. dollars.
It may be difficult to effect service of process within the United States for civil liabilities against us or our directors, officers and controlling persons, and the enforcement in Argentina of any foreign judgment that results therein would be conditioned on compliance with the requirements of Argentine procedural law
We are organized under the laws of Argentina and our principal place of business (domicilio social) is in the City of Buenos Aires, Argentina. Our directors, officers and controlling persons reside outside the United States. In addition, a substantial portion of our assets and their assets is located outside the United States. As a result, it may be difficult for holders of our securities to effect service of process within the United States on such persons or to enforce judgments against us or them, including in any action based on civil liabilities under the U.S. federal securities laws. Under Argentine law, enforcement of foreign judgments would be recognized, provided that the requirements of Articles 517 through 519 of the Federal Code of Civil and Commercial Procedure are complied with, including the requirement that the judgment does not violate principles of public policy of Argentine law, as determined by an Argentine court, and provided that an Argentine court will not order the attachment of any property located in Argentina and determined by such court to be essential for the provision of public services.
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YPF | Form 20-F | 2025